First Supplement to Uncommitted Master Note Facility, dated as of September 26, 2018, among Agree Limited Partnership, Agree Realty Corporation, AIG Asset Management (U.S.), LLC and the institutional investors named therein
Exhibit 10.4
Execution Version
Agree Limited Partnership
First Supplement to Uncommitted Master Note Facility
Dated as of September 26, 2018
Re: $100,000,000 4.32%, Series 2018-A, Senior Guaranteed Notes
due September 26, 2030
Agree Limited Partnership
70 E. Long Lake Road
Bloomfield Hills, MI 48304
First Supplement to Uncommitted Master Note Facility
Dated as of
September 26, 2018
To the Purchaser(s) named in
Schedule A hereto
Ladies and Gentlemen:
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”).
Recitals
A. The Company and the Parent Guarantor have entered into the Uncommitted Master Note Facility dated as of August 3, 2017 with AIG (as heretofore amended and supplemented, the “Master Note Facility”); and
B. The Company desires to issue and sell, and the Purchasers desire to purchase, an initial Series of Notes (as defined in the Master Note Facility) pursuant to the Master Note Facility and in accordance with the terms set forth below;
Now, Therefore, the Company and the Purchasers agree as follows:
1. Authorization of the New Series of Notes. The Company has authorized the issue and sale of $100,000,000 aggregate principal amount of its 4.32%, Series 2018-A, Senior Guaranteed Notes due September 26, 2030 (the “Series 2018-A Notes”). The Series 2018-A Notes, and each Series of Notes which may from time to time hereafter be issued pursuant to the provisions of the Master Note Facility, are collectively referred to as the “Notes” (such term shall also include any such notes issued in substitution therefor pursuant to Section 13 of the Master Note Facility). The Series 2018-A Notes shall be substantially in the form set out in Exhibit 1 hereto with such changes therefrom, if any, as may be approved by the Purchaser(s) and the Company.
2. Sale and Purchase of Series 2018-A Notes. Subject to the terms and conditions of this First Supplement and the Master Note Facility and on the basis of the representations and warranties hereinafter set forth, the Company will issue and sell to each of the Purchasers, and the Purchasers will purchase from the Company, at the Closing provided for in Section 3, Series 2018-A Notes in the principal amount specified opposite their respective names in the attached Schedule A hereto at the purchase price of 100% of the principal amount thereof. The obligations of the Purchasers hereunder are several and not joint obligations and no Purchaser shall have any liability to any Person for the performance or non-performance by any other Purchaser hereunder.
3. Closing. The sale and purchase of the Series 2018-A Notes to be purchased by each Purchaser shall occur at the offices of Chapman and Cutler LLP, 111 West Monroe Street, Chicago, IL 60603 at 10:00 a.m. Chicago time, at a closing (the “Closing”) on September 26, 2018 or on such other Business Day thereafter on or prior to October 2, 2018 as may be agreed upon by the Company and the Purchasers (the “Closing Date”). At the Closing, the Company will deliver to each Purchaser the Series 2018-A Notes to be purchased by such Purchaser in the form of a single Series 2018-A Note (or such greater number of Series 2018-A Notes in denominations of at least $100,000 as such Purchaser may request) dated the date of the Closing and registered in such Purchaser’s name (or in the name of such Purchaser’s nominee), against delivery by such Purchaser to the Company or its order of immediately available funds in the amount of the purchase price therefor by wire transfer of immediately available funds for the account of the Company in accordance with wire transfer instructions provided by the Company to such Purchaser pursuant to Section 4 of this First Supplement, as it relates to Section 4.11 of the Master Note Facility. If, at the Closing, the Company shall fail to tender such Series 2018-A Notes to any Purchaser as provided above in this Section 3, or any of the conditions specified in Section 4 shall not have been fulfilled to any Purchaser’s satisfaction, such Purchaser shall, at such Purchaser’s election, be relieved of all further obligations under this Agreement, without thereby waiving any rights such Purchaser may have by reason of such failure or such nonfulfillment.
4. Conditions to Closing. The obligation of each Purchaser to purchase and pay for the Series 2018-A Notes to be sold to such Purchaser at the Closing is subject to the fulfillment to such Purchaser’s satisfaction, prior to the Closing, of the conditions set forth in Section 4 of the Master Note Facility (it being understood that all references to “Purchaser” therein shall be deemed to refer to the Purchasers hereunder, all references to “this Agreement” shall be deemed to refer to the Master Note Facility as supplemented by this First Supplement, and all references to “Notes” therein shall be deemed to refer to the Series 2018-A Notes, and as hereafter modified), and to the following additional conditions:
(a) as provided in Section 5 of this First Supplement, except as supplemented, amended or superseded by the representations and warranties set forth in Exhibit 2 hereto (which changes are subject to the approval of each Purchaser), each of the representations and warranties of the Company and the Parent Guarantor set forth in Section 5 of the Master Note Facility shall be correct as of the date of Closing and the Company and the Parent Guarantor each shall have delivered to each Purchaser an Officer’s Certificate, dated the date of the Closing certifying that such condition has been fulfilled; and
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(b) contemporaneously with the Closing, the Company shall sell to each Purchaser, and each Purchaser shall purchase, the Series 2018-A Notes to be purchased by such Purchaser at the Closing as specified in Schedule A.
5. Representations and Warranties of the Company and the Parent Guarantor. With respect to each of the representations and warranties contained in Section 5 of the Master Note Facility, each of the Company and the Parent Guarantor represents and warrants to the Purchasers that, as of the date hereof, such representations and warranties are true and correct (A) except that all references to “Purchaser” therein shall be deemed to refer to the Purchasers hereunder, all references to “this Agreement” shall be deemed to refer to the Master Note Facility as supplemented by this First Supplement, and all references to “Notes” therein shall be deemed to refer to the Series 2018-A Notes, and (B) except for changes to such representations and warranties or the Schedules referred to therein, which changes are set forth in the attached Exhibit 2 and which are in all respects satisfactory to such Purchaser as a condition to the Closing.
6. Representations of the Purchasers. Each Purchaser confirms to the Company that the representations set forth in Section 6 of the Master Note Facility are true and correct on the date hereof with respect to the purchase of the Series 2018-A Notes by such Purchaser, except that all references to “Purchaser” therein shall be deemed to refer to the Purchasers hereunder, all references to “this Agreement” therein shall be deemed to refer to the Master Note Facility as supplemented by this First Supplement, and all references to “Notes” therein shall be deemed to refer to the Series 2018-A Notes.
7. Maturity; Interest. The Series 2018-A Notes will have the maturity date and bear interest at the rate set forth therein.
8. Prepayments of the Series 2018-A Notes. All prepayment provisions in Section 8 of the Master Note Facility shall apply to the Series 2018-A Notes equally as “Notes” thereunder, subject to the definitions applicable to the Series 2018-A Notes contained herein.
9. Applicability of Master Note Facility. Except as otherwise expressly provided herein (and expressly permitted by the Master Note Facility), all of the provisions of the Master Note Facility are incorporated by reference herein, shall apply to the Series 2018-A Notes as if expressly set forth in this First Supplement and all references to “Notes” shall include the Series 2018-A Notes. Without limiting the foregoing, the Company and the Parent Guarantor agree to pay all costs and expenses incurred in connection with the initial filing of this First Supplement and all related documents and financial information with the SVO; provided that such costs and expenses with respect to the Series 2018-A Notes shall not exceed $5,000 per Series or tranche of such Notes. Capitalized terms used herein without definition have the respective meanings ascribed to them in the Master Note Facility (as amended from time to time).
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10. Governing Law. This First Supplement shall be construed and enforced in accordance with, and the rights of the parties shall be governed by, the law of the State of New York, excluding choice-of-law principles of the law of such State that would permit the application of the laws of a jurisdiction other than such State.
11. Agreement to be Bound. The Company, the Parent Guarantor and each Purchaser agree to be bound by and comply with the terms and provisions of the Master Note Facility as fully and completely as if such Purchaser were an original signatory to the Master Note Facility.
[Remainder of page intentionally left blank]
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The execution hereof shall constitute a contract between the Company, the Parent Guarantor and the Purchaser(s) for the uses and purposes hereinabove set forth, and this First Supplement may be executed in any number of counterparts, each executed counterpart constituting an original but all together only one agreement.
| Agree Limited Partnership, | |
| a Delaware limited partnership |
| By | ||
| Name: | ||
| Title: |
| Agree Realty Corporation, | |
| a Maryland corporation |
| By | ||
| Name: | ||
| Title: |
| -5- |
Accepted as of the date first written above.
| AIG Asset Management (U.S.), LLC |
| By | ||
| Name: | ||
| Title: |
| American General Life Insurance Company | |
| The United States Life Insurance Company in the City of New York | |
| The Variable Annuity Life Insurance Company |
| By: | AIG Asset Management (U.S.), LLC, as | |
| Investment Adviser |
| By: | ||
| Name: | ||
| Title: |
| -6- |
Information Relating to Purchasers
| Name and Address of Purchaser | Principal Amount of Series 2018-A Notes to Be Purchased |
| Name and Address of Purchaser | Principal Amount of Series 2018-A Notes to Be Purchased | |||
| American General Life Insurance Company | $ | 55,000,000 | ||
| (1) | All payments to be by wire transfer of immediately available funds, with sufficient information (including PPN #, interest rate, maturity date, interest amount, principal amount and premium amount, if applicable) to identify the source and application of such funds, to: |
The Bank of New York Mellon
ABA # 021-000-018
Account Name: BNYM Income
Account Number: GLA111566
For Further Credit to: AMERICAN GENERAL LIFE INS. CO. Physical; Account No. 886623
Reference: PPN and Prin.: $ ; Int.: $______
| (2) | Payment notices, audit confirmations and related note correspondence to: |
American General Life Insurance Company (886623)
c/o AIG Asset Management
2929 Allen Parkway, A36-04
Houston, Texas 77019-2155
Attn: PCG Investment Portfolio Support
Email: ***@***
| (3) | Duplicate payment notices (only) to: |
American General Life Insurance Company (886623)
c/o The Bank of New York Mellon
Attn: P & I Department
Fax: ###-###-####
Schedule A
(to First Supplement)
| (4) | * Compliance reporting information (financial docs, officer’s certificates, etc.) to: |
AIG Asset Management
2929 Allen Parkway, A36-04
Houston, Texas 77019-2155
Attn: Private Placements Compliance
Email: ***@***
* Note: Only two (2) complete sets of compliance information are required for all companies for which AIG Asset Management Group serves as investment adviser.
| (5) | Note to be issued in the nominee name of: HARE & CO., LLC (Tax ID #: 13 ###-###-####) |
| (6) | Tax I.D. Number for American General Life Insurance Company: 25-0598210 |
| (7) | Physical Delivery Instructions: |
DTCC
570 Washington Blvd.
Jersey City, NJ 07310
Attn: BNY Mellon / Branch Deposit Department – 5th Floor
Contact: Andre Granville; Phone: (315) 414-3068
Account Name: AMERICAN GENERAL LIFE INSURANCE COMPANY
Account Number: 886623
cc: ***@*** and ***@***
with a copy of the custodian receipt to ***@***
| A-2 |
| Name and Address of Purchaser | Principal Amount of Series 2018-A Notes to Be Purchased | |||
| The United States Life Insurance Company in the City of New York | $ | 15,000,000 | ||
| (1) | All payments to be by wire transfer of immediately available funds, with sufficient information (including PPN #, interest rate, maturity date, interest amount, principal amount and premium amount, if applicable) to identify the source and application of such funds, to: |
JPMorgan Chase Bank, N.A.
ABA # 021-000-021
Account Name: AIG PHYSICAL WIRE ACCOUNT
Account Number: 780153941
For Further Credit to: P68423
Reference: PPN and Prin.: $ ; Int.: $______
| (2) | Payment notices, audit confirmations and related note correspondence to: |
The United States Life Insurance Company in the City of New York (P68423)
c/o AIG Asset Management
2929 Allen Parkway, A36-04
Houston, Texas 77019-2155
Attn: PCG Investment Portfolio Support
Email: ***@***
| (3) | Duplicate payment notices (only) to: |
The United States Life Insurance Co. in the City of New York (P68423)
c/o JPMorgan Client Services
Email: ***@***
| (4) | * Compliance reporting information (financial docs, officer’s certificates, etc.) to: |
AIG Asset Management
2929 Allen Parkway, A36-04
Houston, Texas 77019-2155
Attn: Private Placements Compliance
Email: ***@***
* Note: Only two (2) complete sets of compliance information are required for all companies for which AIG Asset Management Group serves as investment adviser.
| A-3 |
| (5) | Note to be issued in the nominee name of: CUDD & CO. LLC (Tax ID #: 13 ###-###-####) |
| (6) | Tax ID Number for The United States Life Insurance Company in the City of New York: 13 ###-###-#### |
| (7) | Physical Delivery Instructions: |
JPMorgan Chase Bank, N.A.
4 Chase Metrotech Center
Brooklyn, New York ###-###-####
Attn: Physical Receive Department – 3rd Floor (for overnight mail) OR
Physical Receive Dept. – 1st Floor, Window 5 (for messenger, use Willoughby Entrance)
Contact: Aubrey M. Reuben; Phone: (718) 242-0269
Account Name: THE UNITED STATES LIFE INSURANCE COMPANY IN THE CITY OF N. Y.
Account Number: P68423
cc: ***@*** and ***@***
with a copy of the custodian receipt to ***@***
| A-4 |
| Name and Address of Purchaser | Principal Amount of Series 2018-A Notes to Be Purchased | |||
| The Variable Annuity Life Insurance Company | $ | 30,000,000 | ||
| (1) | All payments to be by wire transfer of immediately available funds, with sufficient information (including PPN #, interest rate, maturity date, interest amount, principal amount and premium amount, if applicable) to identify the source and application of such funds, to: |
The Bank of New York Mellon
ABA # 021-000-018
Account Name: BNYM Income
Account Number: GLA111566
For Further Credit to: VARIABLE ANNUITY LIFE INSURANCE CO.; Account No. 260735
Reference: PPN and Prin.: $ ; Int.: $______
| (2) | Payment notices, audit confirmations and related note correspondence to: |
The Variable Annuity Life Insurance Company (260735)
c/o AIG Asset Management
2929 Allen Parkway, A36-04
Houston, Texas 77019-2155
Attn: PPG Investment Portfolio Support
Email: ***@***
| (3) | Duplicate payment notices (only) to: |
The Variable Annuity Life Insurance Company (260735)
c/o The Bank of New York Mellon
Attn: P & I Department
Fax: (718) 315-3076
| A-5 |
| (4) | * Compliance reporting information (financial docs, officer’s certificates, etc.) to: |
AIG Asset Management
2929 Allen Parkway, A36-04
Houston, Texas 77019-2155
Attn: Private Placements Compliance
Email: ***@***
* Note: Only two (2) complete sets of compliance information are required for all companies for which AIG Asset Management Group serves as investment adviser.
| (5) | Note to be issued in the nominee name of: HARE & CO., LLC (Tax ID #: 13 ###-###-####) |
| (6) | Tax ID Number for The Variable Annuity Life Insurance Company: 74-1625348 |
| (7) | Physical Delivery Instructions: |
DTCC
570 Washington Blvd.
Jersey City, NJ 07310
Attn: BNY Mellon / Branch Deposit Department – 5th Floor
Contact: Andre Granville; Phone: (315) 414-3068
BNYM Account Name: THE VARIABLE ANNUITY LIFE INSURANCE COMPANY
BNYM Account Number: 260735
cc: ***@*** and ***@***
with a copy of the custodian receipt to ***@***
| A-6 |
[Form of Series 2018-A Note]
Agree Limited Partnership
4.32% Senior Guaranteed Note, Series 2018-A, due September 26, 2030
| No. RA__-__ | [Date] |
| $[____________] | PPN 00855@ AE4 |
For Value Received, the undersigned, Agree Limited Partnership (herein called the “Company”), a limited partnership organized and existing under the laws of Delaware, hereby promises to pay to [_____________________], or registered assigns, the principal sum of [_____________________] Dollars (or so much thereof as shall not have been prepaid) on September 26, 2030 (the “Maturity Date”) with interest (computed on the basis of a 360-day year of twelve 30-day months) on the unpaid balance hereof at the rate of 4.32% per annum from the date hereof, payable semiannually, on the 31st day of March and 30th day of September in each year, commencing with March 31, 2019 or the first March 31 or September 30 following the date hereof, and on the Maturity Date, until the principal hereof shall have become due and payable, and (b) to the extent permitted by law, (x) on any overdue payment of interest and (y) during the continuance of an Event of Default, on such unpaid balance and on any overdue payment of any Make-Whole Amount, at a rate per annum from time to time equal to the Default Rate (as defined in the hereinafter defined Master Note Facility).
Payments of principal of, interest on and any Make-Whole Amount with respect to this Note are to be made in lawful money of the United States of America at the principal office of JPMorgan Chase Bank, N.A. in New York, New York or at such other place as the Company shall have designated by written notice to the holder of this Note as provided in the Master Note Facility referred to below.
This Note is one of the Senior Guaranteed Notes, Series 2018-A (herein called the “Notes”) issued pursuant to the First Supplement dated as of September 26, 2018 to the Uncommitted Master Note Facility dated as of August 3, 2017 (as from time to time amended, the “Master Note Facility”), between Agree Realty Corporation (the “Parent Guarantor”), the Company, AIG Asset Management (U.S.), LLC and the Purchasers from time to time referred to therein and is entitled to the benefits thereof. Each holder of this Note will be deemed, by its acceptance hereof, to have (i) agreed to the confidentiality provisions set forth in Section 20 of the Master Note Facility and (ii) made the representations set forth in Section 6.2 of the Master Note Facility. Unless otherwise indicated, capitalized terms used in this Note shall have the respective meanings ascribed to such terms in the Master Note Facility.
This Note is a registered Note and, as provided in the Master Note Facility, upon surrender of this Note for registration of transfer accompanied by a written instrument of transfer duly executed, by the registered holder hereof or such holder’s attorney duly authorized in writing, a new Note for a like principal amount will be issued to, and registered in the name of, the transferee. Prior to due presentment for registration of transfer, the Company may treat the person in whose name this Note is registered as the owner hereof for the purpose of receiving payment and for all other purposes, and the Company will not be affected by any notice to the contrary.
Exhibit 1
(to First Supplement)
Pursuant to a Guaranty dated as of September 26, 2018, the Parent Guarantor, operating as a real estate investment trust and certain subsidiaries, have each absolutely and unconditionally guaranteed payment in full of the principal of, Make-Whole Amount, if any, and interest on this Note and performance by the Company of all of its obligations contained in the Master Note Facility all on the terms set forth in such Guaranty.
This Note is subject to optional prepayment, in whole or from time to time in part, at the times and on the terms specified in the Master Note Facility, but not otherwise.
If an Event of Default occurs and is continuing, the principal of this Note may be declared or otherwise become due and payable in the manner, at the price (including any applicable Make-Whole Amount) and with the effect provided in the Master Note Facility.
This Note shall be construed and enforced in accordance with, and the rights of the Company and the holder of this Note shall be governed by, the law of the State of New York, excluding choice-of-law principles of the law of such State that would permit the application of the laws of a jurisdiction other than such State.
| Agree Limited Partnership |
| By: | Agree Realty Corporation, | |
| Its sole general partner |
| By | ||
| Name: | ||
| Title: |
| EX 1-2 |
Supplemental Representations
The Company represents and warrants to each Purchaser that except as hereinafter set forth in this Exhibit 2, each of the representations and warranties set forth in Section 5 of the Master Note Facility is true and correct in all material respects as of the date hereof with respect to the Series 2018-A Notes with the same force and effect as if each reference to “Notes” set forth therein was modified to refer the “Series 2018-A Notes” and each reference to “this Agreement” therein was modified to refer to the Master Note Facility as supplemented by the First Supplement. The Section references hereinafter set forth correspond to the similar sections of the Master Note Facility which are supplemented hereby:
Section 5.4 Organization and Ownership of Shares of Subsidiaries; Affiliates. Schedule 5.4 of the Master Note Facility is hereby replaced by the below Schedule 5.4:
Schedule 5.4
Organization and Ownership of Shares of Subsidiaries; Affiliates
(as of August 30, 2018)
| Subsidiary | Jurisdiction of Organization | Percentage of Equity Interests Owned by Parent Guarantor, Company and other Subsidiaries (in the aggregate) | ||||
| 2355 Jackson Avenue, LLC | Michigan | 100 | % | |||
| Agree 1031, LLC | Delaware | 100 | % | |||
| Agree 103-Middleburg Jacksonville, LLC | Delaware | 100 | % | |||
| Agree 117 Mission, LLC | Michigan | 100 | % | |||
| Agree 17-92, LLC | Florida | 100 | % | |||
| Agree 2016, LLC | Delaware | 100 | % | |||
| Agree 6 LA & MS, LLC | Delaware | 100 | % | |||
| Agree Alcoa TN LLC | Tennessee | 100 | % | |||
| Agree Allentown PA LLC | Pennsylvania | 100 | % | |||
| Agree Altoona, PA, LLC | Delaware | 100 | % | |||
| Agree Americus GA, LLC | Delaware | 100 | % | |||
Exhibit 2
(to First Supplement)
| Subsidiary | Jurisdiction of Organization | Percentage of Equity Interests Owned by Parent Guarantor, Company and other Subsidiaries (in the aggregate) | ||||
| Agree Anderson SC LLC | Delaware | 100 | % | |||
| Agree Ann Arbor Jackson, LLC | Delaware | 100 | % | |||
| Agree Ann Arbor MI, LLC | Delaware | 100 | % | |||
| Agree Ann Arbor State Street, LLC | Michigan | 100 | % | |||
| Agree Antioch, LLC | Illinois | 100 | % | |||
| Agree Apopka FL, LLC | Delaware | 100 | % | |||
| Agree Appleton WI, LLC | Delaware | 100 | % | |||
| Agree Archer Chicago IL, LLC | Delaware | 100 | % | |||
| Agree Arlington TX LLC | Texas | 100 | % | |||
| Agree Atchison, LLC | Kansas | 100 | % | |||
| Agree Atlantic Beach, LLC | Delaware | 100 | % | |||
| Agree Baltimore MD, LLC | Delaware | 100 | % | |||
| Agree Baton Rouge LA LLC | Louisiana | 100 | % | |||
| Agree Beecher LLC | Michigan | 100 | % | |||
| Agree Belton MO LLC | Delaware | 100 | % | |||
| Agree Belvidere IL, LLC | Illinois | 100 | % | |||
| Agree Berwyn IL LLC | Illinois | 100 | % | |||
| Agree Bloomington MN, LLC | Delaware | 100 | % | |||
| Agree Boynton, LLC | Florida | 100 | % | |||
| Agree Brenham TX, LLC | Delaware | 100 | % | |||
| Agree Brighton, LLC | Delaware | 100 | % | |||
| Agree Bristol & Fenton Project, LLC | Michigan | 100 | % | |||
| EX 2-2 |
| Subsidiary | Jurisdiction of Organization | Percentage of Equity Interests Owned by Parent Guarantor, Company and other Subsidiaries (in the aggregate) | ||||
| Agree Brooklyn OH LLC | Ohio | 100 | % | |||
| Agree BT, LLC | Delaware | 100 | % | |||
| Agree Buffalo Center IA, LLC | Delaware | 100 | % | |||
| Agree Burlington, LLC | Delaware | 100 | % | |||
| Agree Cannon Station LLC | Delaware | 100 | % | |||
| Agree Carlinville IL, LLC | Delaware | 100 | % | |||
| Agree Cedar Park TX, LLC | Delaware | 100 | % | |||
| Agree Center Point Birmingham AL LLC | Alabama | 100 | % | |||
| Agree Chandler, LLC | Arizona | 100 | % | |||
| Agree Charlotte County, LLC | Delaware | 100 | % | |||
| Agree Charlotte Poplar, LLC | North Carolina | 100 | % | |||
| Agree Chicago Kedzie, LLC | Illinois | 100 | % | |||
| Agree Cochran GA, LLC | Georgia | 100 | % | |||
| Agree Columbia SC, LLC | Delaware | 100 | % | |||
| Agree Columbus OH, LLC | Delaware | 100 | % | |||
| Agree Concord, LLC | North Carolina | 100 | % | |||
| Agree Construction Management LLC | Delaware | 100 | % | |||
| Agree Corunna LLC | Michigan | 100 | % | |||
| Agree Crystal River FL, LLC | Delaware | 100 | % | |||
| Agree CW, LLC | Delaware | 100 | % | |||
| Agree Dallas Forest Drive, LLC | Texas | 100 | % | |||
| Agree Daniel Morgan Avenue Spartanburg SC LLC | South Carolina | 100 | % | |||
| EX 2-3 |
| Subsidiary | Jurisdiction of Organization | Percentage of Equity Interests Owned by Parent Guarantor, Company and other Subsidiaries (in the aggregate) | ||||
| Agree Davenport IA, LLC | Delaware | 100 | % | |||
| Agree Des Moines IA, LLC | Delaware | 100 | % | |||
| Agree Development, LLC | Delaware | 100 | % | |||
| Agree Doraville GA, LLC | Delaware | 100 | % | |||
| Agree DT Jacksonville NC, LLC | Delaware | 100 | % | |||
| Agree East Palatka, LLC | Florida | 100 | % | |||
| Agree Edmond OK, LLC | Delaware | 100 | % | |||
| Agree Egg Harbor NJ, LLC | Delaware | 100 | % | |||
| Agree Elkhart, LLC | Michigan | 100 | % | |||
| Agree Evergreen CO, LLC | Delaware | 100 | % | |||
| Agree Facility No. I, L.L.C. | Delaware | 100 | % | |||
| Agree Farmington NM, LLC | Delaware | 100 | % | |||
| Agree Forest MS LLC | Mississippi | 100 | % | |||
| Agree Forest VA LLC | Virginia | 100 | % | |||
| Agree Fort Mill SC, LLC | South Carolina | 100 | % | |||
| Agree Fort Walton Beach, LLC | Florida | 100 | % | |||
| Agree Fort Worth TX, LLC | Delaware | 100 | % | |||
| Agree Fuquay - Varina, LLC | North Carolina | 100 | % | |||
| Agree GCG, LLC | Delaware | 100 | % | |||
| Agree Grand Chute WI LLC | Delaware | 100 | % | |||
| Agree Grand Forks, LLC | North Dakota | 100 | % | |||
| EX 2-4 |
| Subsidiary | Jurisdiction of Organization | Percentage of Equity Interests Owned by Parent Guarantor, Company and other Subsidiaries (in the aggregate) | ||||
| Agree Grandview Heights OH, LLC | Delaware | 100 | % | |||
| Agree Greenville SC, LLC | South Carolina | 100 | % | |||
| Agree Harlingen LLC | Texas | 100 | % | |||
| Agree Hazard KY, LLC | Delaware | 100 | % | |||
| Agree Holdings I, LLC | Delaware | 100 | % | |||
| Agree Holly Springs MS, LLC | Delaware | 100 | % | |||
| Agree Hopkinsville KY, LLC | Delaware | 100 | % | |||
| Agree IL & VA, LLC | Delaware | 100 | % | |||
| Agree Indianapolis Glendale LLC | Delaware | 100 | % | |||
| Agree Indianapolis IN II, LLC | Delaware | 100 | % | |||
| Agree Indianapolis, LLC | Indiana | 100 | % | |||
| Agree Jackson MS, LLC | Delaware | 100 | % | |||
| Agree Jacksonville NC, LLC | North Carolina | 100 | % | |||
| Agree Johnstown, LLC | Ohio | 100 | % | |||
| Agree Joplin MO LLC | Missouri | 100 | % | |||
| Agree Junction City KS LLC | Delaware | 100 | % | |||
| Agree K&G Joplin MO, LLC | Delaware | 100 | % | |||
| Agree K&G OK, LLC | Delaware | 100 | % | |||
| Agree Kirkland WA, LLC | Delaware | 100 | % | |||
| Agree Lake in the Hills, LLC | Illinois | 100 | % | |||
| Agree Lake Zurich IL, LLC | Illinois | 100 | % | |||
| Agree Leawood, LLC | Delaware | 100 | % | |||
| EX 2-5 |
| Subsidiary | Jurisdiction of Organization | Percentage of Equity Interests Owned by Parent Guarantor, Company and other Subsidiaries (in the aggregate) | ||||
| Agree Lebanon VA, LLC | Virginia | 100 | % | |||
| Agree Lejune Springfield IL, LLC | Illinois | 100 | % | |||
| Agree Ligonier PA LLC | Pennsylvania | 100 | % | |||
| Agree Littleton CO LLC | Delaware | 100 | % | |||
| Agree Lowell AR, LLC | Delaware | 100 | % | |||
| Agree Lowell, LLC | Delaware | 100 | % | |||
| Agree Lyons GA, LLC. | Georgia | 100 | % | |||
| Agree M-59, LLC | Michigan | 100 | % | |||
| Agree Madison AL LLC | Michigan | 100 | % | |||
| Agree Madisonville TX LLC | Texas | 100 | % | |||
| Agree Magnolia Knoxville TN LLC | Tennessee | 100 | % | |||
| Agree Mall of Louisiana, LLC | Louisiana | 100 | % | |||
| Agree Manchester LLC | Connecticut | 100 | % | |||
| Agree Mansfield, LLC | Connecticut | 100 | % | |||
| Agree Marietta, LLC | Georgia | 100 | % | |||
| Agree Marshall MI Outlot, LLC | Delaware | 100 | % | |||
| Agree Maumee OH, LLC | Delaware | 100 | % | |||
| Agree McKinney TX LLC | Texas | 100 | % | |||
| Agree MCW, LLC | Delaware | 100 | % | |||
| Agree Memphis Getwell, LLC | Tennessee | 100 | % | |||
| Agree Middletown OH, LLC | Delaware | 100 | % | |||
| Agree Millsboro DE, LLC | Delaware | 100 | % | |||
| EX 2-6 |
| Subsidiary | Jurisdiction of Organization | Percentage of Equity Interests Owned by Parent Guarantor, Company and other Subsidiaries (in the aggregate) | ||||
| Agree Minneapolis Clinton Ave L.L.C. | Minnesota | 100 | % | |||
| Agree Minot ND, LLC | Delaware | 100 | % | |||
| Agree Montgomery AL LLC | Alabama | 100 | % | |||
| Agree Montgomeryville PA LLC | Pennsylvania | 100 | % | |||
| Agree Morrow GA, LLC | Georgia | 100 | % | |||
| Agree Mt. Dora FL, LLC | Delaware | 100 | % | |||
| Agree Nampa ID, LLC | Delaware | 100 | % | |||
| Agree Nashua NH, LLC | Delaware | 100 | % | |||
| Agree Neosho MO, LLC | Delaware | 100 | % | |||
| Agree New Lenox 2, LLC | Illinois | 100 | % | |||
| Agree New Lenox, LLC | Illinois | 100 | % | |||
| Agree North Las Vegas, LLC | Nevada | 100 | % | |||
| Agree North Miami Beach FL, LLC | Delaware | 100 | % | |||
| Agree Novi MI LLC | Michigan | 100 | % | |||
| Agree Onaway MI, LLC | Delaware | 100 | % | |||
| Agree Orange & McCoy, LLC | Florida | 100 | % | |||
| Agree Oxford Commons AL, LLC | Delaware | 100 | % | |||
| Agree Palafox Pensacola FL, LLC | Delaware | 100 | % | |||
| Agree Pensacola LLC | Florida | 100 | % | |||
| Agree Pensacola Nine Mile LLC | Florida | 100 | % | |||
| Agree Pinellas Park, LLC | Florida | 100 | % | |||
| Agree Plainfield LLC | Michigan | 100 | % | |||
| EX 2-7 |
| Subsidiary | Jurisdiction of Organization | Percentage of Equity Interests Owned by Parent Guarantor, Company and other Subsidiaries (in the aggregate) | ||||
| Agree Poinciana, LLC | Florida | 100 | % | |||
| Agree Pooler GA, LLC | Delaware | 100 | % | |||
| Agree Port Orange FL, LLC | Delaware | 100 | % | |||
| Agree Port St. John, LLC | Delaware | 100 | % | |||
| Agree Portland ME, LLC | Delaware | 100 | % | |||
| Agree Portland OR, LLC | Delaware | 100 | % | |||
| Agree Provo UT, LLC | Delaware | 100 | % | |||
| Agree Rancho Cordova I, LLC | California | 100 | % | |||
| Agree Rancho Cordova II, LLC | California | 100 | % | |||
| Agree Rapid City SD, LLC | South Dakota | 100 | % | |||
| Agree Realty Services, LLC | Delaware | 100 | % | |||
| Agree Realty South-East, LLC | Michigan | 100 | % | |||
| Agree Richmond RI, LLC | Delaware | 100 | % | |||
| Agree Richmond VA, LLC | Delaware | 100 | % | |||
| Agree Riverside IA, LLC | Delaware | 100 | % | |||
| Agree Rochester NY LLC | New York | 100 | % | |||
| Agree Rockford IL, LLC | Delaware | 100 | % | |||
| Agree Roseville CA, LLC | California | 100 | % | |||
| Agree RT Amite LA, LLC | Delaware | 100 | % | |||
| Agree RT Arlington TX, LLC | Delaware | 100 | % | |||
| Agree RT Gulfport MS, LLC | Delaware | 100 | % | |||
| Agree RT Jackson MS, LLC | Delaware | 100 | % | |||
| EX 2-8 |
| Subsidiary | Jurisdiction of Organization | Percentage of Equity Interests Owned by Parent Guarantor, Company and other Subsidiaries (in the aggregate) | ||||
| Agree RT Port Richey FL, LLC | Delaware | 100 | % | |||
| Agree RT Villa Rica GA, LLC | Delaware | 100 | % | |||
| Agree Salem OR LLC | Delaware | 100 | % | |||
| Agree Sarasota FL, LLC | Delaware | 100 | % | |||
| Agree SB, LLC | Delaware | 100 | % | |||
| Agree Secaucus NJ, LLC | Delaware | 100 | % | |||
| Agree Shelby, LLC | Michigan | 100 | % | |||
| Agree Silver Springs Shores, LLC | Delaware | 100 | % | |||
| Agree Southfield & Webster, LLC | Delaware | 100 | % | |||
| Agree Southfield, LLC | Michigan | 100 | % | |||
| Agree Spartanburg SC, LLC | South Carolina | 100 | % | |||
| Agree Spring Grove, LLC | Illinois | 100 | % | |||
| Agree Springfield IL, LLC | Illinois | 100 | % | |||
| Agree Springfield MO, LLC | Delaware | 100 | % | |||
| Agree Springfield OH LLC | Delaware | 100 | % | |||
| Agree St Petersburg, LLC | Florida | 100 | % | |||
| Agree St. Augustine Shores, LLC | Delaware | 100 | % | |||
| Agree St. Joseph MO, LLC | Missouri | 100 | % | |||
| Agree Statesville NC, LLC | Delaware | 100 | % | |||
| Agree Statham GA, LLC | Georgia | 100 | % | |||
| Agree Stores, LLC | Delaware | 100 | % | |||
| Agree Sun Valley NV LLC | Nevada | 100 | % | |||
| EX 2-9 |
| Subsidiary | Jurisdiction of Organization | Percentage of Equity Interests Owned by Parent Guarantor, Company and other Subsidiaries (in the aggregate) | ||||
| Agree Sunnyvale CA, LLC | Delaware | 100 | % | |||
| Agree Tallahassee, LLC | Florida | 100 | % | |||
| Agree Terre Haute IN LLC | Delaware | 100 | % | |||
| Agree TK, LLC | Delaware | 100 | % | |||
| Agree Topeka KS LLC | Delaware | 100 | % | |||
| Agree Tri-State Lease, LLC | Delaware | 100 | % | |||
| Agree Upland CA, LLC | Delaware | 100 | % | |||
| Agree Venice, LLC | Florida | 100 | % | |||
| Agree Vero Beach FL, LLC | Delaware | 100 | % | |||
| Agree W 63rd Chicago IL, LLC | Delaware | 100 | % | |||
| Agree Walker, LLC | Michigan | 100 | % | |||
| Agree Wawa Baltimore, LLC | Maryland | 100 | % | |||
| Agree Wheaton IL, LLC | Delaware | 100 | % | |||
| Agree Whittier CA, LLC | Delaware | 100 | % | |||
| Agree Wichita Falls TX LLC | Texas | 100 | % | |||
| Agree Wichita, LLC | Kansas | 100 | % | |||
| Agree Wilmington, LLC | North Carolina | 100 | % | |||
| Agree Woodland Park NJ, LLC | Delaware | 100 | % | |||
| Agree Woodstock IL, LLC | Delaware | 100 | % | |||
| Indianapolis Store No. 16 LLC | Delaware | 100 | % | |||
| Lawrence Store No. 203, L.L.C. | Delaware | 100 | % | |||
| Lunacorp, LLC | Delaware | 100 | % | |||
| EX 2-10 |
| Subsidiary | Jurisdiction of Organization | Percentage of Equity Interests Owned by Parent Guarantor, Company and other Subsidiaries (in the aggregate) | ||||
| Mt. Pleasant Outlot I, LLC | Michigan | 100 | % | |||
| Mt. Pleasant Shopping Center, L.L.C. | Michigan | 100 | % | |||
| Pharm Nashville IN, LLC | Delaware | 100 | % | |||
Note: The above list excludes dormant Subsidiaries that do not own any property.
Affiliates (other than Subsidiaries)
None
| Directors and Executive Officers of the Parent Guarantor | Position(s) | |
| Richard Agree | Executive Chairman of the Board of Directors | |
| Joel N. Agree | President, Chief Executive Officer and Director | |
| Clayton R. Thelen | Chief Financial Officer and Secretary | |
| Laith M. Hermiz | Chief Operating Officer and Executive Vice President | |
| Craig Erlich | Independent Director | |
| Farris G. Kalil | Independent Director | |
| W. Gregory Lehmkuhl | Independent Director | |
| John Rakolta, Jr. | Independent Director | |
| Jerome Rossi | Independent Director | |
| William S. Rubenfaer | Independent Director | |
| Leon M. Schurgin | Independent Director | |
| Merrie S. Frankel | Independent Director |
Directors and Executive Officers of the Company
The sole general partner of the Company is the Parent Guarantor. Please see the directors and senior officers of the Parent Guarantor listed above.
Section 5.14. Use of Proceeds. The Company will apply the proceeds of the sale of the Series 2018-A Notes issued hereunder to finance, among other things, acquisitions, tenant improvements, new construction, development and redevelopment, capital expenditures, debt repayment, leasing commissions and for general working capital.
| EX 2-11 |
