Spirit Realty, L.P. Sample Contracts

Forward Confirmation
Spirit Realty, L.P. • June 11th, 2020 • Operators of nonresidential buildings • New York

The purpose of this letter agreement is to confirm the terms and conditions of the Transaction entered into between JPMorgan Chase Bank, National Association (“Dealer”) and Spirit Realty Capital, Inc. (the “Counterparty”) on the Trade Date specified below (the “Transaction”). This letter agreement constitutes a “Confirmation” as referred to in the ISDA 2002 Master Agreement specified below.

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TERM LOAN AGREEMENT Dated as of April 2, 2020 among SPIRIT REALTY, L.P., a Delaware limited partnership, as Borrower various financial institutions, as Lenders and JPMORGAN CHASE BANK, N.A., as Administrative Agent TRUIST BANK, as Syndication Agent...
Term Loan Agreement • April 7th, 2020 • Spirit Realty, L.P. • Operators of nonresidential buildings • New York

THIS TERM LOAN AGREEMENT (this “Agreement”), dated as of April 2, 2020, is by and among SPIRIT REALTY, L.P., a Delaware limited partnership (the “Borrower”), each of the financial institutions initially a signatory hereto together with their successors and permitted assignees under Section 13.5, and JPMORGAN CHASE BANK, N.A., as Administrative Agent.

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TERM LOAN AGREEMENT Dated as of January 14, 2019 among SPIRIT REALTY, L.P., a Delaware limited partnership, as Borrower
Term Loan Agreement • January 14th, 2019 • Spirit Realty, L.P. • Operators of nonresidential buildings • New York

THIS TERM LOAN AGREEMENT (this “Agreement”), dated as of January 14, 2019, is by and among SPIRIT REALTY, L.P., a Delaware limited partnership (the “Borrower”), each of the financial institutions initially a signatory hereto together with their successors and assignees under Section 13.5, and BANK OF AMERICA, N.A., as Administrative Agent.

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SPIRIT REALTY CAPITAL, INC. 6.000% SERIES A CUMULATIVE REDEEMABLE PREFERRED STOCK (LIQUIDATION PREFERENCE $25.00 PER SHARE) UNDERWRITING AGREEMENT
Underwriting Agreement • October 3rd, 2017 • Spirit Realty, L.P. • Operators of nonresidential buildings • New York

The Issuer has filed a registration statement (including a prospectus and a prospectus supplement) with the Securities and Exchange Commission (“SEC”) for the offering to which this communication relates. Before you invest, you should read the base prospectus and prospectus supplement in that registration statement and other documents the Issuer has filed with the SEC for more complete information about the Issuer and this offering. You may get these documents for free by visiting EDGAR on the SEC web site at www.sec.gov. Alternatively, the Issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by contacting Morgan Stanley & Co. LLC (telephone: 1-866-718-1649), Merrill Lynch, Pierce, Fenner & Smith Incorporated (telephone: 1-800-294-1322 or email: dg.prospectus_requests@baml.com) or Wells Fargo Securities, LLC (telephone: 1-800-645-3751 or email: wfscustomerservice@wellsfargo.com).

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SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF SPIRIT REALTY, L.P. a Delaware limited partnership THE SECURITIES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE...
Spirit Realty, L.P. • October 3rd, 2017 • Operators of nonresidential buildings • Delaware
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GUARANTY
Guaranty • April 7th, 2020 • Spirit Realty, L.P. • Operators of nonresidential buildings • New York

THIS GUARANTY dated as of April 2, 2020 (this “Guaranty”) executed and delivered by each of the undersigned and the other Persons from time to time party hereto pursuant to the execution and delivery of an Accession Agreement in the form of Annex I hereto (subject to Section 33(b) hereunder, all of the undersigned, together with such other Persons each a “Guarantor” and collectively, the “Guarantors”) in favor of JPMORGAN CHASE BANK, N.A., in its capacity as Administrative Agent (the “Administrative Agent”) for the Lenders under that certain Term Loan Agreement dated as of the date hereof, by and among Spirit Realty, L.P., a Delaware limited partnership (the “Borrower”), the financial institutions party thereto and their permitted assignees under Section 13.5 thereof (the “Lenders”), the Administrative Agent, and the other parties thereto (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Term Loan Agreement”), for its benefit and th

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SPIRIT REALTY, L.P., SPIRIT REALTY CAPITAL, INC., AS GUARANTOR, AND U.S. BANK NATIONAL ASSOCIATION, AS TRUSTEE FIFTH SUPPLEMENTAL INDENTURE DATED AS OF AUGUST 6, 2020 TO INDENTURE DATED AUGUST 18, 2016 OF 3.200% NOTES DUE 2031
Supplemental Indenture • August 6th, 2020 • Spirit Realty, L.P. • Operators of nonresidential buildings • New York

THIS FIFTH SUPPLEMENTAL INDENTURE (this “FIFTH Supplemental Indenture”) is entered into as of August 6, 2020 among Spirit Realty, L.P., a Delaware limited partnership (the “Company”), Spirit Realty Capital, Inc., a Maryland corporation, as guarantor (the “Guarantor”), and U.S. Bank National Association, as trustee (the “Trustee”).

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NOW, THEREFORE, based upon the mutual promises and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned, intending to be legally bound, hereby agree...
Management and Servicing Agreement • February 21st, 2019 • Spirit Realty, L.P. • Operators of nonresidential buildings • New York
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SPIRIT REALTY CAPITAL, INC. COMMON STOCK ($0.05 PAR VALUE PER SHARE) EQUITY DISTRIBUTION AGREEMENT
Equity Distribution Agreement • November 24th, 2020 • Spirit Realty, L.P. • Operators of nonresidential buildings • New York

This Notification sets forth the terms of the agreement of [NAME OF MANAGER] (the “Manager”) with Spirit Realty Capital, Inc. (the “Company”) and Spirit Realty, L.P. relating to the sale of shares of the Company’s common stock, $0.05 par value per share, having an aggregate gross sales price of up to $500,000,000, pursuant to the equity distribution agreement between the Company, Spirit Realty, L.P., Bank of America, N.A., BofA Securities, Inc., BTIG, LLC, Capital One Securities, Inc., Fifth Third Securities, Inc., J.P. Morgan Securities LLC, Mizuho Securities USA LLC, Morgan Stanley & Co. LLC, RBC Capital Markets, LLC, Regions Securities LLC, Scotia Capital (USA) Inc., Stifel, Nicolaus & Company, Incorporated, Wells Fargo Securities, LLC, The Bank of Nova Scotia, JPMorgan Chase Bank, National Association, Mizuho Markets Americas LLC, Royal Bank of Canada, Truist Securities, Inc. and Wells Fargo Bank, National Association dated November 24, 2020 (the “Agreement”). Unless otherwise defi

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SPIRIT REALTY, L.P. as Issuer, and SPIRIT REALTY CAPITAL, INC. as Guarantor 3.200% Senior Notes due 2031 UNDERWRITING AGREEMENT
Underwriting Agreement • August 6th, 2020 • Spirit Realty, L.P. • Operators of nonresidential buildings • New York

The Issuer has filed a registration statement and a prospectus with the Securities and Exchange Commission (the “SEC”) for the offering to which this communication relates. Before you invest, you should read the prospectus and the related preliminary prospectus supplement and other documents the Issuer has filed with the SEC for more complete information about the Issuer and this offering. You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, the underwriters can arrange to send you the prospectus and related preliminary prospectus supplement if you request it by calling Truist Securities, Inc. toll-free at 1-800-685-4786, by calling J.P. Morgan Securities LLC collect at 1-212-834-4533, by calling Fifth Third Securities, Inc. toll-free at 1-866-531-5353, by calling Regions Securities LLC toll-free at 1-800-734-4667 or by calling Wells Fargo Securities, LLC toll-free at 1-800-645-3751. This information does not purport to be a complete

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SPIRIT REALTY, L.P., SPIRIT REALTY CAPITAL, INC., AS GUARANTOR, AND U.S. BANK NATIONAL ASSOCIATION, AS TRUSTEE FOURTH SUPPLEMENTAL INDENTURE DATED AS OF SEPTEMBER 16, 2019 TO INDENTURE DATED AUGUST 18, 2016 OF 3.400% NOTES DUE 2030
Fourth Supplemental Indenture • September 16th, 2019 • Spirit Realty, L.P. • Operators of nonresidential buildings • New York

THIS FOURTH SUPPLEMENTAL INDENTURE (this “Fourth Supplemental Indenture”) is entered into as of September 16, 2019 among Spirit Realty, L.P., a Delaware limited partnership (the “Company”), Spirit Realty Capital, Inc., a Maryland corporation, as guarantor (the “Guarantor”), and U.S. Bank National Association, as trustee (the “Trustee”).

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SPIRIT REALTY CAPITAL, INC. COMMON STOCK ($0.05 PAR VALUE PER SHARE) UNDERWRITING AGREEMENT
Underwriting Agreement • June 11th, 2020 • Spirit Realty, L.P. • Operators of nonresidential buildings • New York
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SPIRIT REALTY CAPITAL, INC. SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Employment Agreement • February 25th, 2020 • Spirit Realty, L.P. • Operators of nonresidential buildings • Texas

This SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”), dated as of February 22, 2020, is entered into by and between Spirit Realty Capital, Inc., a Maryland corporation (including any successors and/or assigns, the “Company”) and Jackson Hsieh (the “Employee”).

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SPIRIT REALTY, L.P., SPIRIT REALTY CAPITAL, INC., AS GUARANTOR, AND U.S. BANK NATIONAL ASSOCIATION, AS TRUSTEE THIRD SUPPLEMENTAL INDENTURE DATED AS OF SEPTEMBER 16, 2019 TO INDENTURE DATED AUGUST 18, 2016 OF 3.200% NOTES DUE 2027
Third Supplemental Indenture • September 16th, 2019 • Spirit Realty, L.P. • Operators of nonresidential buildings • New York

THIS THIRD SUPPLEMENTAL INDENTURE (this “Third Supplemental Indenture”) is entered into as of September 16, 2019 among Spirit Realty, L.P., a Delaware limited partnership (the “Company”), Spirit Realty Capital, Inc., a Maryland corporation, as guarantor (the “Guarantor”), and U.S. Bank National Association, as trustee (the “Trustee”).

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ASSET MANAGEMENT AGREEMENT dated as of May 31, 2018 between SPIRIT MTA REIT and SPIRIT REALTY, L.P.
Asset Management Agreement • August 9th, 2018 • Spirit Realty, L.P. • Operators of nonresidential buildings • New York
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INTERIM MANAGEMENT AGREEMENT dated as of June 2, 2019 between SPIRIT MTA REIT and
Interim Management Agreement • November 5th, 2019 • Spirit Realty, L.P. • Operators of nonresidential buildings • New York

THIS INTERIM MANAGEMENT AGREEMENT (this “Agreement”) is made as of June 2, 2019 by and between Spirit MTA REIT, a Maryland real estate investment trust (the “Company”), and Spirit Realty AM Corporation, a Delaware corporation (together with its permitted assignees, the “Manager”).

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SPIRIT REALTY, L.P., SPIRIT REALTY CAPITAL, INC., AS GUARANTOR, AND U.S. BANK NATIONAL ASSOCIATION, AS TRUSTEE SECOND SUPPLEMENTAL INDENTURE DATED AS OF JUNE 27, 2019 TO INDENTURE DATED AUGUST 18, 2016 OF 4.000% NOTES DUE 2029
Second Supplemental Indenture • June 27th, 2019 • Spirit Realty, L.P. • Operators of nonresidential buildings • New York

THIS SECOND SUPPLEMENTAL INDENTURE (this “Second Supplemental Indenture”) is entered into as of June 27, 2019 among Spirit Realty, L.P., a Delaware limited partnership (the “Company”), Spirit Realty Capital, Inc., a Maryland corporation, as guarantor (the “Guarantor”), and U.S. Bank National Association, as trustee (the “Trustee”).

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Spirit Realty, L.P. • February 23rd, 2018 • Operators of nonresidential buildings • New York
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SPIRIT REALTY CAPITAL, INC. COMMON STOCK (PAR VALUE $0.05 PER SHARE) AMENDMENT NO. 1 TO AMENDED AND RESTATED EQUITY DISTRIBUTION AGREEMENT
Equity Distribution Agreement • February 27th, 2020 • Spirit Realty, L.P. • Operators of nonresidential buildings • New York

AMENDMENT NO. 1, dated as of the 27th day of February, 2020 (the “Amendment No. 1”), by and among Spirit Realty Capital, Inc., a Maryland corporation (the “Company”), Spirit Realty, L.P., a Delaware limited partnership (the “Operating Partnership”), SunTrust Robinson Humphrey, Inc., BTIG, LLC, BofA Securities, Inc., Capital One Securities, Inc., Fifth Third Securities, Inc., J.P. Morgan Securities LLC, Mizuho Securities USA LLC, Morgan Stanley & Co. LLC, RBC Capital Markets, LLC, Regions Securities LLC, Scotia Capital (USA) Inc., Stifel, Nicolaus & Company, Incorporated and Wells Fargo Securities, LLC, as sales agents (each, a “Manager” and, collectively, the “Managers”) and Bank of America, N.A., The Bank of Nova Scotia, JPMorgan Chase Bank, National Association, Mizuho Markets Americas LLC, Morgan Stanley & Co. LLC, Royal Bank of Canada and Wells Fargo Bank, National Association, as forward purchasers (each, a “Forward Purchaser and, collectively, the “Forward Purchasers”), to that c

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SECOND AMENDMENT
Second Amendment • May 3rd, 2017 • Spirit Realty, L.P. • Operators of nonresidential buildings

THIS SECOND AMENDMENT, dated as of April 28, 2017 (this “Amendment”), amends the Credit Agreement, dated as of March 31, 2015 (as amended by that certain First Amendment, dated as of November 3, 2015, and as further amended by this Amendment, the “Credit Agreement”), among SPIRIT REALTY, L.P., a Delaware limited partnership (the “Borrower”), various financial institutions (the “Lenders”) and WELLS FARGO BANK, NATIONAL ASSOCIATION, as administrative agent (in such capacity, the “Administrative Agent”). Capitalized terms used but not otherwise defined herein have the respective meanings ascribed thereto in the Credit Agreement.

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Spirit Realty, L.P. • February 23rd, 2018 • Operators of nonresidential buildings • New York
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SPIRIT REALTY CAPITAL, INC. COMMON STOCK (PAR VALUE $0.05 PER SHARE) AMENDMENT NO. 2 TO AMENDED AND RESTATED EQUITY DISTRIBUTION AGREEMENT
Equity Distribution • November 3rd, 2020 • Spirit Realty, L.P. • Operators of nonresidential buildings • New York

AMENDMENT NO. 2, dated as of the 3rd day of November, 2020 (the “Amendment No. 2”), by and among Spirit Realty Capital, Inc., a Maryland corporation (the “Company”), Spirit Realty, L.P., a Delaware limited partnership (the “Operating Partnership”), and Truist Securities, Inc. (formerly SunTrust Robinson Humphrey, Inc.), BTIG, LLC, BofA Securities, Inc., Capital One Securities, Inc., Fifth Third Securities, Inc., J.P. Morgan Securities LLC, Mizuho Securities USA LLC, Morgan Stanley & Co. LLC, RBC Capital Markets, LLC, Regions Securities LLC, Scotia Capital (USA) Inc., Stifel, Nicolaus & Company, Incorporated and Wells Fargo Securities, LLC, as sales agents (each, a “Manager” and, collectively, the “Managers”) and Bank of America, N.A., The Bank of Nova Scotia, JPMorgan Chase Bank, National Association, Mizuho Markets Americas LLC, Morgan Stanley & Co. LLC, Royal Bank of Canada and Wells Fargo Bank, National Association, as forward purchasers (each, a “Forward Purchaser” and, collectivel

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November 13, 2018
Spirit Realty, L.P. • November 13th, 2018 • Operators of nonresidential buildings
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AMENDMENT NO. 1 TO TERM LOAN AGREEMENT
Term Loan Agreement • July 31st, 2020 • Spirit Realty, L.P. • Operators of nonresidential buildings • New York

This AMENDMENT NO. 1 TO TERM LOAN AGREEMENT, dated as of April 10, 2020 (this “Amendment No. 1”), is by and among SPIRIT REALTY, L.P., a Delaware limited partnership (the “Borrower”), JPMORGAN CHASE BANK, N.A., as administrative agent for the Lenders (as defined below) (the “Administrative Agent”), the Lenders party hereto, and REGIONS BANK (the “New Term Lender”), with Regions Bank also serving as an additional Syndication Agent and Regions Capital Markets serving as an additional Joint Lead Arranger under the Credit Agreement described below. Reference is made to that certain Term Loan Agreement, dated as of April 2, 2020 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among the Borrower, the several banks, financial institutions and other entities from time to time party thereto (collectively, the “Lenders”), and the Administrative Agent. Capitalized terms used herein without definition shall have the same m

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AMENDMENT NO. 3 TO TERM LOAN AGREEMENT
Term Loan Agreement • July 31st, 2020 • Spirit Realty, L.P. • Operators of nonresidential buildings • New York

This AMENDMENT NO. 3 TO TERM LOAN AGREEMENT, dated as of June 5, 2020 (this “Amendment No. 3”), is by and among SPIRIT REALTY, L.P., a Delaware limited partnership (the “Borrower”), JPMORGAN CHASE BANK, N.A., as administrative agent for the Lenders (as defined below) (the “Administrative Agent”), and WELLS FARGO BANK, NATIONAL ASSOCIATION (the “New Term Lender”). Reference is made to that certain Term Loan Agreement, dated as of April 2, 2020, as amended by Amendment No. 1 to Term Loan Agreement dated as of April 10, 2020 and Amendment No. 2 to the Term Loan Agreement dated as of May 5, 2020 (as so amended, and as further amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among the Borrower, the several banks, financial institutions and other entities from time to time party thereto (collectively, the “Lenders”), and the Administrative Agent. Capitalized terms used herein without definition shall have the same meaning

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Spirit Realty, L.P. • February 23rd, 2018 • Operators of nonresidential buildings • New York
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Spirit Realty, L.P. • May 7th, 2019 • Operators of nonresidential buildings
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REVOLVING CREDIT AND TERM LOAN AGREEMENT Dated as of January 14, 2019 among SPIRIT REALTY, L.P., a Delaware limited partnership, as Borrower, VARIOUS FINANCIAL INSTITUTIONS as Lenders, and JPMORGAN CHASE BANK, N.A., as Administrative Agent JPMORGAN...
Revolving Credit and Term Loan Agreement • January 14th, 2019 • Spirit Realty, L.P. • Operators of nonresidential buildings • New York

THIS REVOLVING CREDIT AND TERM LOAN AGREEMENT (this “Agreement”), dated as of January 14, 2019, is by and among SPIRIT REALTY, L.P., a Delaware limited partnership (the “Borrower”), each of the financial institutions initially a signatory hereto together with their successors and assignees under Section 13.5 (the “Lenders”), and JPMORGAN CHASE BANK, N.A., as Administrative Agent (together with its successors or assigns, the “Administrative Agent”), with the Joint Bookrunners and/or Joint Lead Arrangers for each Facility listed on the cover page hereto (collectively, the “Arrangers”), the Syndication Agents for each Facility listed on the cover page hereto (collectively, the “Syndication Agents”), the Co-Documentation Agents for each Facility listed on the cover page hereto (collectively, the “Documentation Agents”) and the Managing Agents for each Facility listed on the cover page hereto.

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AMENDMENT NO. 2 TO TERM LOAN AGREEMENT
Term Loan Agreement • July 31st, 2020 • Spirit Realty, L.P. • Operators of nonresidential buildings • New York

This AMENDMENT NO. 2 TO TERM LOAN AGREEMENT, dated as of May 5, 2020 (this “Amendment No. 2”), is by and among SPIRIT REALTY, L.P., a Delaware limited partnership (the “Borrower”), JPMORGAN CHASE BANK, N.A., as administrative agent for the Lenders (as defined below) (the “Administrative Agent”), and FIFTH THIRD BANK, NATIONAL ASSOCIATION (the “New Term Lender”). Reference is made to that certain Term Loan Agreement, dated as of April 2, 2020, as amended by Amendment No. 1 to Term Loan Agreement dated as of April 10, 2020 (as so amended, and as further amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among the Borrower, the several banks, financial institutions and other entities from time to time party thereto (collectively, the “Lenders”), and the Administrative Agent. Capitalized terms used herein without definition shall have the same meanings as set forth in the Credit Agreement, as amended hereby.

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