INDEMNIFICATION AGREEMENTIndemnification Agreement • May 4th, 2018 • Spirit MTA REIT • Real estate investment trusts • Maryland
THIS INDEMNIFICATION AGREEMENT (“Agreement”) is made and entered into as of the day of , 20 , by and between Spirit MTA REIT, a Maryland trust (the “Company”), and (“Indemnitee”).
SECOND AMENDED AND RESTATED MASTER INDENTURE DATED AS OF MAY 20, 2014 BETWEEN SPIRIT MASTER FUNDING, LLC, AS AN ISSUER, SPIRIT MASTER FUNDING II, LLC, AS AN ISSUER, SPIRIT MASTER FUNDING III, LLC, AS AN ISSUER, AND CITIBANK, N.A. AS INDENTURE TRUSTEE...Master Indenture • April 13th, 2018 • Spirit MTA REIT • Real estate investment trusts • New York
SECOND AMENDED AND RESTATED MASTER INDENTURE, dated as of May 20, 2014, among Spirit Master Funding, LLC (an “Issuer”), Spirit Master Funding II, LLC (an “Issuer”), Spirit Master Funding III, LLC (an “Issuer” and, together with Spirit Master Funding, LLC and Spirit Master Funding II, LLC, the “Issuers”), and Citibank, N.A., a national banking association, not in its individual capacity, but solely as Indenture Trustee (the “Indenture Trustee”) under this Indenture.
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 • March 22nd, 2019 • Spirit MTA REIT • Real estate investment trusts • New York
ContractReal Estate Sale Contract • June 3rd, 2019 • Spirit MTA REIT • Real estate investment trusts • New York
THIS REAL ESTATE SALE CONTRACT (this “Contract”) is made as of June 2, 2019 (the “Effective Date”), by and between SPIRIT FJ SMF SPE, LLC, a Delaware limited liability company (the “Seller”) and BANNER NEWCO LLC, a Delaware limited liability company (the “Buyer”). Seller and Buyer are also collectively referred to in this Contract as the “Parties”.
ASSET MANAGEMENT AGREEMENT dated as of , 2018 between SPIRIT MTA REIT and SPIRIT REALTY, L.P.Asset Management Agreement • May 4th, 2018 • Spirit MTA REIT • Real estate investment trusts • New York
THIS ASSET MANAGEMENT AGREEMENT (this “Agreement”) is made as of , 2018 by and between Spirit MTA REIT, a Maryland real estate investment trust (the “Company”), and Spirit Realty, L.P., a Delaware limited partnership (together with its permitted assignees, the “Manager”).
EQUITY PURCHASE AGREEMENT dated June 2, 2019 among SPIRIT MTA REIT, SMTA FINANCING JV, LLC, BANNER NEWCO LLC, and HOSPITALITY PROPERTIES TRUSTEquity Purchase Agreement • June 3rd, 2019 • Spirit MTA REIT • Real estate investment trusts • Maryland
EQUITY PURCHASE AGREEMENT, dated June 2, 2019 (this “Agreement”), by and among (i) Spirit MTA REIT, a Maryland real estate investment trust (“Parent”), (ii) SMTA Financing JV, LLC, a Delaware limited liability company and an indirect wholly owned subsidiary of Parent (“Seller”), (iii) Banner NewCo LLC, a Delaware limited liability company and a wholly owned subsidiary of Seller (“Newco”), and (iv) Hospitality Properties Trust, a Maryland real estate investment trust (“Buyer”). Parent, Seller and Buyer are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 5th, 2018 • Spirit MTA REIT • Real estate investment trusts • New York
THIS REGISTRATION RIGHTS AGREEMENT is entered into as of May 31, 2018 by and among Spirit MTA REIT, a Maryland real estate investment trust (the “Company”), and Spirit Realty, L.P., a Delaware limited partnership (the “Initial Holder”).
AMENDMENT NO. 1 TO THE SECOND AMENDED AND RESTATED MASTER INDENTUREMaster Indenture • April 13th, 2018 • Spirit MTA REIT • Real estate investment trusts • New York
This Amendment No. 1 to the Second Amended and Restated Master Indenture (this “Amendment”), is entered into as of this 26th day of November, 2014, by and among Spirit Master Funding, LLC (“SMF I”), Spirit Master Funding II, LLC (“SMF II”), Spirit Master Funding III, LLC (“SMF III” and, collectively with SMF I and SMF II, the “Issuers”) and Citibank, N.A., as indenture trustee (the “Indenture Trustee”).
AMENDMENT NO. 1 TO THE SECOND AMENDED AND RESTATED PROPERTY MANAGEMENT AND SERVICING AGREEMENTManagement and Servicing Agreement • April 13th, 2018 • Spirit MTA REIT • Real estate investment trusts • New York
This Amendment No. 1 to the Second Amended and Restated Property Management and Servicing Agreement (this “ Amendment ”), is entered into as of this 26th day of November, 2014, by and among Spirit Master Funding, LLC, Spirit Master Funding II, LLC, Spirit Master Funding III, LLC, each as an issuer (each, an “ Issuer ” and, collectively, the “ Issuers ”), Spirit Realty, L.P. (“ Spirit Realty ”), as property manager and special servicer (together with its successors in such capacities, the “ Property Manager ” and “ Special Servicer ,” respectively), Midland Loan Services, a division of PNC Bank, National Association, as Back-Up Manager (together with its successors in such capacity, the “ Back-Up Manager ”).
AMENDMENT TO AMENDED AND RESTATED MASTER LEASE AGREEMENTMaster Lease Agreement • April 13th, 2018 • Spirit MTA REIT • Real estate investment trusts • New York
THIS LEASE (hereinafter, this “Lease”) is made and entered into as of the [ ] day of [ ], 20[ ] (the “Effective Date”), by and between [ ], a [ ] (hereinafter, “Landlord”), and SHOPKO STORES OPERATING CO., LLC, a Delaware limited liability company (hereinafter, “Tenant”).
SEPARATION AND DISTRIBUTION AGREEMENT by and between SPIRIT REALTY CAPITAL, INC. and SPIRIT MTA REIT dated as of May 21, 2018Separation and Distribution Agreement • May 21st, 2018 • Spirit MTA REIT • Real estate investment trusts • New York
This SEPARATION AND DISTRIBUTION AGREEMENT (this “Agreement”) is entered into as of May 21, 2018, by and between Spirit Realty Capital, Inc., a Maryland corporation (“SRC”), and Spirit MTA REIT, a Maryland real estate investment trust and an indirect, wholly owned subsidiary of SRC (“SMTA”). SRC and SMTA are sometimes referred to herein individually as a “Party,” and collectively as the “Parties.” Capitalized terms used but not otherwise defined herein shall have the respective meanings set forth in Section 1.1.
ASSET MANAGEMENT AGREEMENT dated as of May 31, 2018 between SPIRIT MTA REIT and SPIRIT REALTY, L.P.Asset Management Agreement • June 21st, 2018 • Spirit MTA REIT • Real estate investment trusts • New York
INSURANCE SHARING AGREEMENT Dated as of May 31, 2018Insurance Sharing Agreement • June 5th, 2018 • Spirit MTA REIT • Real estate investment trusts • New York
THIS PROPERTY INSURANCE SHARING AGREEMENT (this “Agreement”) is entered into as of May 31, 2018 by and among SPIRIT REALTY, L.P., a Delaware limited partnership (“Manager”), SPIRIT REALTY CAPITAL, INC., a Maryland corporation (together with its subsidiaries, “Spirit”), and SPIRIT MTA REIT, a Maryland real estate investment trust (together with its subsidiaries, “SMTA”). Spirit and SMTA are each referred to as an “Insured Entity” and, collectively, as the “Insured Entities”.
TAX MATTERS AGREEMENT by and between SPIRIT REALTY CAPITAL, INC. and SPIRIT MTA REIT dated as ofTax Matters Agreement • May 4th, 2018 • Spirit MTA REIT • Real estate investment trusts • New York
This TAX MATTERS AGREEMENT (this “Agreement”) is entered into as of [🌑], 2018, by and between Spirit Realty Capital, Inc., a Maryland corporation (“SRC”), and Spirit MTA REIT, a Maryland real estate investment trust and an indirect, wholly owned subsidiary of SRC (“SMTA”). SRC and SMTA are sometimes referred to herein individually as a “Party,” and collectively as the “Parties.” Capitalized terms used but not otherwise defined herein shall have the respective meanings set forth in Section 1 of this Agreement.
INTERIM MANAGEMENT AGREEMENT dated as of June 2, 2019 between SPIRIT MTA REIT and SPIRIT REALTY AM CORPORATIONInterim Management Agreement • June 3rd, 2019 • Spirit MTA REIT • Real estate investment trusts • 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”).
TERMINATION AGREEMENTTermination Agreement • June 3rd, 2019 • Spirit MTA REIT • Real estate investment trusts • New York
This Termination Agreement, effective as of June 2, 2019 (this “Termination Agreement”), is entered into by and among Spirit MTA REIT, a Maryland real estate investment trust (the “Company”), Spirit Realty AM Corporation, a Delaware corporation (“Manager”), Spirit Realty Capital, Inc., a Delaware corporation (“SRC”), and Spirit MTA Preferred Holder, LLC, a Delaware limited liability company (“Holdings”).
AMENDED AND RESTATED 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: December 15, 2014Master Lease • April 13th, 2018 • Spirit MTA REIT • Real estate investment trusts • New York
THIS AMENDED AND RESTATED MASTER LEASE (hereinafter, this “Lease”) is made and entered into as of the 15th day of December, 2014 (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”).
SPIRIT MASTER FUNDING, LLC an Issuer, SPIRIT MASTER FUNDING II, LLC an Issuer, SPIRIT MASTER FUNDING III, LLC an Issuer, SPIRIT MASTER FUNDING VI, LLC an Issuer, SPIRIT MASTER FUNDING VIII, LLC an Issuer, and CITIBANK, N.A. Indenture Trustee SERIES...Master Indenture • April 13th, 2018 • Spirit MTA REIT • Real estate investment trusts • New York
SERIES 2014-4 SUPPLEMENT, dated as of November 26, 2014 (the “Series 2014-4 Supplement”), among Spirit Master Funding, LLC (an “Issuer”), Spirit Master Funding II, LLC (an “Issuer”), Spirit Master Funding III, LLC (an “Issuer” and, collectively with Spirit Master Funding, LLC and Spirit Master Funding II, LLC, the “Existing Issuers”), Spirit Master Funding VI, LLC (an “Issuer”), Spirit Master Funding VIII, LLC (an “Issuer” and, together with Spirit Master Funding VI, LLC, the “New Issuers” and, collectively with the Existing Issuers and Spirit Master Funding VI, LLC, the “Issuers”) and Citibank, N.A., a national banking association, not in its individual capacity, but solely as Indenture Trustee (the “Indenture Trustee”).
SPIRIT MASTER FUNDING, LLC an Issuer, SPIRIT MASTER FUNDING II, LLC an Issuer, SPIRIT MASTER FUNDING III, LLC an Issuer, and CITIBANK, N.A. Indenture Trustee SERIES 2014-3 SUPPLEMENT Dated as of May 20, 2014 to SECOND AMENDED AND RESTATED MASTER...Master Indenture • April 13th, 2018 • Spirit MTA REIT • Real estate investment trusts • New York
SERIES 2014-3 SUPPLEMENT, dated as of May 20, 2014 (the “Series 2014-3 Supplement”), among Spirit Master Funding, LLC (an “Issuer”), Spirit Master Funding II, LLC (an “Issuer”), Spirit Master Funding III, LLC (an “Issuer” and, together with Spirit Master Funding, LLC and Spirit Master Funding II, LLC, the “Issuers”) and Citibank, N.A., a national banking association, not in its individual capacity, but solely as Indenture Trustee (the “Indenture Trustee”).
OMNIBUS AMENDMENT TO CERTAIN SERIES SUPPLEMENTSCertain Series Supplements • April 13th, 2018 • Spirit MTA REIT • Real estate investment trusts • New York
This Omnibus Amendment to the Series Supplements described below (this “Amendment”), is entered into as of this 14th day of December, 2017, by and among Spirit Master Funding, LLC (“SMF”), Spirit Master Funding II, LLC (“SMF II”), Spirit Master Funding III, LLC (“SMF III”), Spirit Master Funding VI, LLC (“SMF VI”), Spirit Master Funding VIII, LLC (“SMF VIII” and, collectively with SMF, SMF II, SMF III and SMF VI, the “Issuers”) and Citibank, N.A., as indenture trustee (the “Indenture Trustee”).
AMENDMENT NO. 3 TO THE SECOND AMENDED AND RESTATED MASTER INDENTUREMaster Indenture • April 13th, 2018 • Spirit MTA REIT • Real estate investment trusts • New York
This Amendment No. 3 to the Second Amended and Restated Master Indenture (this “Amendment”), is entered into as of this 29th day of January, 2018, by and among Spirit Master Funding, LLC (“SMF”), Spirit Master Funding II, LLC (“SMF II”), Spirit Master Funding III, LLC (“SMF III”), Spirit Master Funding VI, LLC (“SMF VI”), Spirit Master Funding VIII, LLC (“SMF VIII” and, collectively with SMF, SMF II, SMF III and SMF VI, the “Issuers”) and Citibank, N.A., as indenture trustee (the “Indenture Trustee”).
SPIRIT MASTER FUNDING, LLC an Issuer, SPIRIT MASTER FUNDING II, LLC an Issuer, SPIRIT MASTER FUNDING III, LLC an Issuer, and CITIBANK, N.A. Indenture Trustee SERIES 2014-2 SUPPLEMENT Dated as of May 20, 2014 to SECOND AMENDED AND RESTATED MASTER...Master Indenture • April 13th, 2018 • Spirit MTA REIT • Real estate investment trusts • New York
SERIES 2014-2 SUPPLEMENT, dated as of May 20, 2014 (the “Series 2014-2 Supplement”), among Spirit Master Funding, LLC (an “Issuer”), Spirit Master Funding II, LLC (an “Issuer”), Spirit Master Funding III, LLC (an “Issuer” and, together with Spirit Master Funding, LLC and Spirit Master Funding II, LLC, the “Issuers”) and Citibank, N.A., a national banking association, not in its individual capacity, but solely as Indenture Trustee (the “Indenture Trustee”).
SPIRIT MASTER FUNDING, LLC an Issuer, SPIRIT MASTER FUNDING II, LLC an Issuer, SPIRIT MASTER FUNDING III, LLC an Issuer, SPIRIT MASTER FUNDING VI, LLC an Issuer, SPIRIT MASTER FUNDING VIII, LLC an Issuer, and CITIBANK, N.A. Indenture Trustee SERIES...Limited Liability Company Agreement • April 13th, 2018 • Spirit MTA REIT • Real estate investment trusts • New York
This SECOND AMENDED AND RESTATED PROPERTY MANAGEMENT AND SERVICING AGREEMENT, dated as of May 20, 2014 (as amended, modified or otherwise modified, the “Agreement”), is made among Spirit Master Funding, LLC, Spirit Master Funding II, LLC, Spirit Master Funding III, LLC, and each Joining Party, each as an issuer (each, an “Issuer” and, collectively, the “Issuers”), Spirit Realty, L.P. (“Spirit Realty”), as property manager and special servicer (together with its successors in such capacities, the “Property Manager” and “Special Servicer,” respectively), and Midland Loan Services, a division of PNC Bank, National Association, as Back-Up Manager (together with its successors in such capacity, the “Back-Up Manager”).
AMENDMENT NO. 2 TO THE SECOND AMENDED AND RESTATED MASTER INDENTUREMaster Indenture • April 13th, 2018 • Spirit MTA REIT • Real estate investment trusts • New York
This Amendment No. 2 to the Second Amended and Restated Master Indenture (this “Amendment”), is entered into as of this 14th day of December, 2017, by and among Spirit Master Funding, LLC (“SMF”), Spirit Master Funding II, LLC (“SMF II”), Spirit Master Funding III, LLC (“SMF III”), Spirit Master Funding VI, LLC (“SMF VI”), Spirit Master Funding VIII, LLC (“SMF VIII” and, collectively with the Initial Issuers and SMF VI, the “Issuers”) and Citibank, N.A., as indenture trustee (the “Indenture Trustee”).
AMENDMENT NO. 1 TO THE SERIES 2017-1 SUPPLEMENT TO THE SECOND AMENDED AND RESTATED MASTER INDENTUREMaster Indenture • April 13th, 2018 • Spirit MTA REIT • Real estate investment trusts • New York
This Amendment No. 1 to the Series 2017-1 Supplement to the Second Amended and Restated Master Indenture (this “Amendment”), is entered into as of this 30th day of January, 2018, by and among Spirit Master Funding, LLC (“SMF”), Spirit Master Funding II, LLC (“SMF II”), Spirit Master Funding III, LLC (“SMF III”), Spirit Master Funding VI, LLC (“SMF VI”), Spirit Master Funding VIII, LLC (“SMF VIII” and, collectively with the Initial Issuers and SMF VI, the “Issuers”) and Citibank, N.A., as indenture trustee (the “Indenture Trustee”).
EXECUTION VERSION FEE LETTER November 1, 2018 BARCLAYS BANK PLC 745 Seventh Avenue, 5th Floor New York, New York 10019 Attention: Chin-Yong Choe Telephone: 212-528-8159 Email: BarCapConduitOps@barclays.com; ASGReports@barclays.com; chin-...Spirit MTA REIT • March 22nd, 2019 • Real estate investment trusts
SPIRIT MASTER FUNDING, LLC an Issuer, SPIRIT MASTER FUNDING II, LLC an Issuer, SPIRIT MASTER FUNDING III, LLC an Issuer, and CITIBANK, N.A. Indenture Trustee SERIES 2014-1 SUPPLEMENT Dated as of May 20, 2014 to SECOND AMENDED AND RESTATED MASTER...Master Indenture • April 13th, 2018 • Spirit MTA REIT • Real estate investment trusts • New York
SERIES 2014-1 SUPPLEMENT, dated as of May 20, 2014 (the “Series 2014-1 Supplement”), among Spirit Master Funding, LLC (an “Issuer”), Spirit Master Funding II, LLC (an “Issuer”), Spirit Master Funding III, LLC (an “Issuer” and, together with Spirit Master Funding, LLC and Spirit Master Funding II, LLC, the “Issuers”) and Citibank, N.A., a national banking association, not in its individual capacity, but solely as Indenture Trustee (the “Indenture Trustee”).
EXECUTION VERSION CLASS A NOTE PURCHASE AGREEMENT (NET-LEASE MORTGAGE VARIABLE FUNDING NOTES, SERIES 2018-1, CLASS A) dated as of November 1, 2018 among SPIRIT MASTER FUNDING, LLC, SPIRIT MASTER FUNDING II, LLC, SPIRIT MASTER FUNDING III, LLC, SPIRIT...Note Purchase Agreement • March 22nd, 2019 • Spirit MTA REIT • Real estate investment trusts • New York
LIQUIDATING TRUST AGREEMENTLiquidating Trust Agreement • January 2nd, 2020 • SMTA Liquidating Trust • Real estate investment trusts • Maryland
This Liquidating Trust Agreement (the “Agreement”), dated as of January 1, 2020, by and among Spirit MTA REIT, a Maryland real estate investment trust (the “Company”), and Steven G. Panagos, Steven H. Shepsman, Richard J. Stockton and Thomas J. Sullivan (each in his capacity as a trustee of the Liquidating Trust (as defined herein), a “Trustee” and collectively, the “Trustees”), executed in connection with the Plan (as defined herein).
