Material Agreement - Form 8-K

NNN REIT, Inc. (the "Company") entered into that certain Third Amended and Restated Credit Agreement, dated as of April 16, 2024 (the "Credit Agreement"), with Wells Fargo Bank, National Association, as Joint Lead Arranger, Joint Bookrunner and Administrative Agent, Bank of America, N.A., as Joint Lead Arranger, Joint Bookrunner and Syndication Agent, and a syndicate of lenders named therein. The Credit Agreement amends and restates that certain Second Amended and Restated Credit Agreement, dated as of June 23, 2021 (as amended, the "Existing Credit Agreement"), by and among the Company, Wells Fargo Bank, 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 $1.2 billion from $1.1 billion; (ii) extending the termination date from June 23, 2025 to April 16, 2028; and (iii) reducing the letter of credit sublimit amount from $60 million to $10 million. No other material terms of the Existing Credit Agreement were modified as a result of the execution of the Credit Amendment. The termination 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 an effective rate of SOFR plus a credit spread adjustment of 10 basis points plus a margin of 77.5 basis points, however such interest rate may change pursuant to the Company's credit ratings.

The Credit Agreement contains certain (a) restrictive covenants, including, but not limited to, restrictions on the incurrence of additional indebtedness and liens, the ability to make certain payments and investments 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.