INDEMNIFICATION AGREEMENTIndemnification Agreement • May 8th, 2012 • Spirit Finance Corp • Real estate investment trusts • Maryland
THIS INDEMNIFICATION AGREEMENT (“Agreement”) is made and entered into as of the day of , 20 , by and between Spirit Finance Corporation, a Maryland corporation (the “Company”), and (“Indemnitee”).
SPIRIT FINANCE CORPORATION EMPLOYMENT AGREEMENTEmployment Agreement • May 8th, 2012 • Spirit Finance Corp • Real estate investment trusts • Arizona
THIS EMPLOYMENT AGREEMENT (this “Agreement”), dated as of April 17, 2012 (the “Effective Date”), is entered into by and among Spirit Finance Corporation (the “Company”) and Mark Manheimer (the “Employee”).
—] Shares SPIRIT FINANCE CORPORATION COMMON STOCK ($0.01 PAR VALUE PER SHARE) UNDERWRITING AGREEMENTUnderwriting Agreement • May 8th, 2012 • Spirit Finance Corp • Real estate investment trusts • New York
Spirit Finance Corporation, a Maryland corporation (the “Company”), and Spirit Finance Acquisitions, LLC, a Delaware limited liability company, that will convert into Spirit Realty, L.P., a Delaware limited partnership, on or prior to the Closing Date (as defined in Section 4) (the “Operating Partnership”), each confirms its agreement with Morgan Stanley & Co. LLC (“Morgan Stanley”), Macquarie Capital (USA) Inc., UBS Securities LLC, Deutsche Bank Securities Inc. and RBC Capital Markets, LLC as representatives (the “Representatives”) of the several underwriters named in Schedule I hereto (the “Underwriters”) with respect to the proposed issuance and sale of [—] shares of the Company’s common stock, $0.01 par value per share (the “Firm Shares”). The Company also proposes to issue and sell to the several Underwriters not more than an additional [—] shares of its common stock, $0.01 par value per share (the “Additional Shares”), if and to the extent that you, as Representatives of the Unde
AMENDED AND RESTATED CREDIT AGREEMENT among SPIRIT FINANCE CORPORATION, REDFORD HOLDCO, LLC, as Holdings and a Guarantor, THE OTHER GUARANTORS PARTY HERETO, SPV PURCHASER, THE LENDERS FROM TIME TO TIME PARTIES HERETO, and WILMINGTON TRUST COMPANY, as...Credit Agreement • May 8th, 2012 • Spirit Finance Corp • Real estate investment trusts • New York
AMENDED AND RESTATED CREDIT AGREEMENT (this “Agreement”), dated as of July 8, 2011, among SPIRIT FINANCE CORPORATION, a Maryland corporation and a real estate investment trust (as successor by merger to REDFORD MERGER CO., the “Company”), REDFORD HOLDCO, LLC, a Delaware limited liability company (“Holdings”), the Subsidiary Guarantors (this and each other capitalized term used herein without definition having the meaning assigned to such term in Section 1.1), the SPV Purchaser, the several banks and other financial institutions or entities from time to time parties to this Agreement, and WILMINGTON TRUST COMPANY “WTC”, as successor to Credit Suisse, Cayman Islands Branch, (“Credit Suisse”), as Administrative Agent and as Collateral Agent.
REDFORD HOLDCO, LLC SPIRIT FINANCE CORPORATION CONSULTING SERVICES AGREEMENTConsulting Services Agreement • May 8th, 2012 • Spirit Finance Corp • Real estate investment trusts • New York
This CONSULTING SERVICES AGREEMENT (this “Agreement”) is dated this 7th day of May, 2009 by and among Redford Holdco, LLC, a Delaware corporation (“Holdco”), Spirit Finance Corporation, a Maryland corporation (the “Corporation”, and together with Holdco and their respective direct and indirect subsidiaries, collectively, the “Company”) and Charles H. (Chuck) Cremens (the “Consultant”).
CONVERSION AGREEMENTConversion Agreement • May 8th, 2012 • Spirit Finance Corp • Real estate investment trusts • New York
This CONVERSION AGREEMENT (this “Agreement”) is made and entered into as of July 8, 2011, by and among Spirit Finance Corporation, a Maryland corporation (together with its successors, the “Company”), and the entities listed as “Lenders” on the signature pages hereto (each, together with its successors and permitted assigns as holders of TLC, a “Lender” and, collectively, the “Lenders”). The Company and the Lenders are each referred to herein as a “Party” and, collectively, as the “Parties”.
SPIRIT FINANCE CORPORATION REGISTRATION AGREEMENTRegistration Agreement • May 8th, 2012 • Spirit Finance Corp • Real estate investment trusts • New York
This REGISTRATION AGREEMENT (this “Agreement”) is made as of July 8, 2011, among Spirit Finance Corporation, a Maryland corporation (the “Company”), and each of the Persons listed on the Schedule of Participating Lenders attached hereto (the “Participating Lenders”). Except as otherwise specified herein, all capitalized terms used in this Agreement are defined in Section 1.
JOINDER Amended and Restated Stockholder Rights AgreementStockholder Rights Agreement • May 8th, 2012 • Spirit Finance Corp • Real estate investment trusts • New York
Each of the undersigned (each, an “Electing Lender” and, collectively, the “Electing Lenders”) is executing and delivering this Joinder pursuant to the Amended and Restated Stockholder Rights Agreement, dated as of November 14, 2007 (as amended from time to time in accordance with its terms, the “Restated Rights Agreement”), among Redford Holdco, LLC (the “Company”), Spirit Finance Corporation (“Spirit”) and the other parties thereto. This Joinder is being executed and delivered in connection with the execution and delivery of that certain Conversion Agreement, dated as of July 8, 2011 (as amended from time to time in accordance with its terms, the “Conversion Agreement”), among Spirit and the Electing Lenders. Capitalized terms used herein and not otherwise defined shall have the meaning ascribed to such terms in the Restated Rights Agreement.
BONUS PAYMENT AND RELEASE AGREEMENTPayment and Release Agreement • May 8th, 2012 • Spirit Finance Corp • Real estate investment trusts
WHEREAS, Charles H. (Chuck) Cremins (the “Consultant”) and Redford Holdco, LLC (“Holdco”) and Spirit Finance Corporation (the “Corporation” and, together with Holdco and their respect direct and indirect subsidiaries and affiliates, the “Company”) are party to a Consulting Services Agreement dated May 7, 2009, as amended in November 2010 (as amended, the “Agreement”);
SPIRIT FINANCE CAPITAL MANAGEMENT, LLC 14631 N. Scottsdale Road, Suite 200 Scottsdale, AZ 85254Letter Agreement • May 8th, 2012 • Spirit Finance Corp • Real estate investment trusts • Arizona
This letter agreement (this “Agreement”) sets forth all of the terms and conditions of your continuing employment with Spirit Finance Capital Management, LLC (the “Company”) and its affiliates.
