0001193125-11-307090 Sample Contracts

LOAN AGREEMENT Dated as of April 27, 2007 Between SPIRIT SPE PORTFOLIO 2007-2, LLC, as Borrower and BARCLAYS CAPITAL REAL ESTATE INC., as Lender
Loan Agreement • November 10th, 2011 • Spirit Finance Corp • Real estate investment trusts

THIS LOAN AGREEMENT, dated as of April 27, 2007 (as amended, restated, replaced, supplemented or otherwise modified from time to time, this “Agreement”), between BARCLAYS CAPITAL REAL ESTATE INC., a Delaware corporation, having its principal place of business at 200 Park Avenue, New York, New York 10166 (“Lender”) and SPIRIT SPE PORTFOLIO 2007-2, LLC, a Delaware limited liability company, having an address at 14631 N. Scottsdale Rd. Suite 200, Scottsdale, Arizona 85254 (“Borrower”).

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AMENDMENT NO. 1 TO ASSET PURCHASE AGREEMENT
Asset Purchase Agreement • November 10th, 2011 • Spirit Finance Corp • Real estate investment trusts • Delaware

This AMENDMENT NO. 1 TO ASSET PURCHASE AGREEMENT (this “Amendment”) is made as of August 22, 2011 and effective as of July 28, 2011, by and between Spirit Finance Corporation, a Maryland corporation (“Buyer”), and Spirit Finance Capital Management, LLC, a Delaware limited liability company (“Seller”), and this Amendment amends that certain Asset Purchase Agreement, dated as of June 30, 2011, by and between Buyer and Seller (the “Asset Purchase Agreement”). Capitalized terms not otherwise defined herein shall have the meanings assigned to such terms in the Asset Purchase Agreement.

MASTER LEASE between SPIRIT SPE PORTFOLIO 2006-1, LLC and SPIRIT SPE PORTFOLIO 2006-2, LLC, Landlord, and SHOPKO STORES OPERATING CO., LLC, Tenant, Dated: May 31, 2006
Master Lease • November 10th, 2011 • Spirit Finance Corp • Real estate investment trusts

THIS MASTER LEASE (hereinafter, this “Lease”) is made and entered into as of the 31st day of May 2006 (the “Effective Date”), by and between SPIRIT SPE PORTFOLIO 2006-1, LLC and SPIRIT SPE PORTFOLIO 2006-2, LLC, each a Delaware limited liability company (hereinafter, collectively, “Landlord”), and SHOPKO STORES OPERATING CO., LLC, a Delaware limited liability company (hereinafter “Tenant”).

ASSET PURCHASE AGREEMENT
Asset Purchase Agreement • November 10th, 2011 • Spirit Finance Corp • Real estate investment trusts • Delaware

This ASSET PURCHASE AGREEMENT (this “Agreement”), is dated as of June 30, 2011 by and among SPIRIT FINANCE CORPORATION, a Maryland corporation (hereinafter referred to as “Buyer”), and SPIRIT FINANCE CAPITAL MANAGEMENT, LLC, a Delaware limited liability company (hereinafter referred to as “Seller”).

SPIRIT MASTER FUNDING, LLC as Issuer, and EACH JOINING PARTY each, as Issuer, SPIRIT FINANCE CORPORATION as Property Manager and Special Servicer and MIDLAND LOAN SERVICES, INC. as Back-Up Manager AMENDED AND RESTATED PROPERTY MANAGEMENT AND SERVICING...
Management and Servicing Agreement • November 10th, 2011 • Spirit Finance Corp • Real estate investment trusts • New York

This AMENDED AND RESTATED PROPERTY MANAGEMENT AND SERVICING AGREEMENT, dated as of March 17, 2006 (this “Agreement”) is made among Spirit Master Funding, LLC, as an issuer (an “Issuer”), each Joining Party, each as an issuer (each, an “Issuer”), Spirit Finance Corporation (“Spirit Finance”), as property manager and special servicer (together with its successors in such capacities, the “Property Manager” and “Special Servicer,” respectively), and Midland Loan Services, Inc., as Back-Up Manager (together with its successors in such capacity, the “Back-Up Manager”).

AMENDED AND RESTATED MASTER INDENTURE DATED AS OF MARCH 17, 2006 BETWEEN SPIRIT MASTER FUNDING, LLC, AS AN ISSUER, AND CITIBANK, N. A. AS INDENTURE TRUSTEE NET-LEASE MORTGAGE NOTES
Master Indenture • November 10th, 2011 • Spirit Finance Corp • Real estate investment trusts • New York

AMENDED AND RESTATED MASTER INDENTURE, dated as of March 17, 2006 (as amended, modified or supplemented from time to time as permitted hereby, the “Indenture”), between Spirit Master Funding, LLC, a Delaware limited liability company, as an issuer (an “Issuer”), and Citibank, N.A., a national banking association, not in its individual capacity, but solely as Indenture Trustee (the “Indenture Trustee”) under this Indenture.

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