Contract
EXECTION COPY
LEGAL02/37818626v6
AMENDMENT NO. 1 TO THE SERIES 2017-1 SUPPLEMENT
TO THE SECOND AMENDED AND RESTATED MASTER INDENTURE
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”).
WITNESSETH:
WHEREAS, SMF, SMF II, SMF III and the Indenture Trustee entered into that
certain Second Amended and Restated Master Indenture, dated as of May 20, 2014 (as has been
or from time to time may be amended, restated or supplemented, the “Master Indenture”);
WHEREAS, the Issuers and the Indenture Trustee have entered that certain Series
2017-1 Supplement to the Master Indenture, dated as of December 14, 2017 (the “Series 2017-1
Supplement”), in connection with the issuance of the Series 2017-1 Notes;
WHEREAS, Section 8.01 and Section 8.02 of the Master Indenture permits the
Issuers and the Indenture Trustee to amend any Transaction Document, subject to the conditions
set forth therein;
WHEREAS, the Rating Condition has been satisfied with respect to the
amendments set forth in this Amendment;
WHEREAS, the Noteholders of 100% of the Aggregate Series Principal Balance
of the Series 2017-1 Notes consent to the amendments set forth in this Amendment;
WHEREAS, the parties hereto desire, in accordance with Section 8.01 and
Section 8.02 of the Master Indenture, to amend the Series 2017-1 Supplement as provided
herein; and
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 as follows:
AGREEMENTS
1. Defined Terms. All capitalized terms not otherwise defined herein shall have the
meanings assigned thereto in the Master Indenture or Series 2017-1 Supplement, as applicable.
2. Amendments to the Series 2017-1 Supplement. The Series 2017-1 Supplement is
hereby amended as follows:
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(a) The definition of “Post-ARD Spread” in Section 1.01 is hereby deleted in its
entirety and replaced with the following:
“Post-ARD Spread”: For (i) the Series 2017-1 Class A Notes is 2.15% and (ii) the
Series 2017-1 Class B Notes is 3.00%.
(b) Section 2.01(a) is hereby deleted in its entirety and replaced with the following:
“(a) There is hereby created a Series of Notes to be issued by the Issuers
pursuant to the Indenture and this Series 2017-1 Supplement to be known as “Net-
Lease Mortgage Notes, Series 2017-1.” The Notes shall have the following Class
designation, initial Class Principal Balance, Note Rate, rating and CUSIPs:
Class
Designation
Initial Class
Principal Balance Note Rate
Rating
(S&P)
CUSIP
(144A)
CUSIP
(Regulation S)
CUSIP
(Definitive)
Class A $542,400,000 4.36% A+(sf) 84861C AC9 U8459T AC6 N/A
Class B $132,000,000 5.49% BBB(sf) 84861C AF2 U8459T AF9 N/A
The Series 2017-1 Notes shall not have preference or priority over the Notes of
any other Series except to the extent set forth in the Indenture. The Series 2017-1
Class A Notes shall not be subordinate to any other Series. Payments of interest
on the Series 2017-1 Class B Notes will be subordinate to payments of interest on
the Series 2017-1 Class A Notes and the Class A Notes of each other Series to the
extent set forth in Section 2.03 hereof and Section 2.11 of the Master Indenture.”
3. Amended and Restated Notes. Each of the Series 2017-1 Class B Notes are hereby
amended to replace the Note Rate on the cover page thereof with 5.49%. The Issuers and each
Series 2017-1 Noteholder hereby authorize the issuance of amended and restated Series 2017-1
Class B Notes reflecting such change. In the case of any Series 2017-1 Class B Notes held as
Definitive Notes, the related Series 2017-1 Noteholder agrees to deliver such Definitive Notes to
the Indenture Trustee for cancellation.
4. Noteholder Consent and Waivers.
(a) Each Series 2017-1 Noteholder hereby consents to this Amendment.
(b) Each Series 2017-1 Noteholder hereby waives the requirement pursuant to
Section 8.01 and Section 8.02 of the Master Indenture to provide 20 days’ prior written notice to
the Rating Agencies of this Amendment, it being understood that the Rating Agency has also
waived such requirement as permitted pursuant to Section 12.08 of the Master Indenture.
(c) Pursuant to Section 8.01 of the Master Indenture, each Series 2017-1 Noteholder
hereby waives, solely with respect to the Series 2017-1 Class B Notes, the requirement for the
Indenture Trustee to receive the Opinion of Counsel referred to in clause (iii) of the last
paragraph of Section 8.01.
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(d) Other than as provided in this Section 3, the Series 2017-1 Noteholders have not
waived, are not hereby waiving, and have no intention of waiving, any other provision of the
Master Indenture or Series 2017-1 Supplement and the execution, delivery and effectiveness of
this Amendment shall not, except as expressly provided herein, operate as a waiver of any right,
power or remedy of any Series 2017-1 Noteholder under the Master Indenture or the Series
2017-1 Supplement.
5. Reference to and Effect on the Series 2017-1 Supplement; Ratification.
(a) Except as specifically amended above, the Series 2017-1 Supplement is and shall
continue to be in full force and effect and is hereby ratified and confirmed in all respects.
(b) Except as expressly set forth above, the execution, delivery and effectiveness of
this Amendment shall not operate as a waiver of any right, power or remedy of any party
hereto under the Series 2017-1 Supplement, or constitute a waiver of any provision of any
other agreement.
(c) Upon the effectiveness hereof, each reference in the Series 2017-1 Supplement to
“this Series 2017-1 Supplement”, “hereto”, “hereunder”, “hereof” or words of like import
referring to the Series 2017-1 Supplement, and each reference in any other Transaction
Document to “Series 2017-1 Supplement”, “thereto”, “thereof”, “thereunder” or words of like
import referring to the Series 2017-1 Supplement shall mean and be a reference to the Series
2017-1 Supplement as amended hereby.
6. Effectiveness. This Amendment shall be effective upon delivery of executed
signature pages by all parties hereto. The amended Note Rate for the Series 2017-1 Class B
Notes as set forth in this Amendment will be used to calculate Note Interest accrued on the
Series 2017-1 Class B Notes during and after the January 2018 Accrual Period and due on the
Series 2017-1 Class B Notes on and after the Payment Date in February 2018. The parties hereto
agree and acknowledge that the Rating Condition has been satisfied with respect to this
Amendment.
7. Counterparts; Facsimile Signature. This Amendment may be executed simultaneously
in any number of counterparts, each of which shall be deemed to be an original, and all such
counterparts shall constitute but one and the same instrument. Delivery of an executed
counterpart of a signature page of this Amendment in Portable Document Format (PDF) or by
facsimile transmission shall be as effective as delivery of a manually executed original
counterpart of this Amendment.
8. Governing Law. THIS AMENDMENT SHALL BE CONSTRUED IN
ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK
APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED IN SUCH
STATE (WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES), AND THE
OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL
BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.
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9. Headings. The descriptive headings of the various sections of this Amendment are
inserted for convenience of reference only and shall not be deemed to affect the meaning or
construction of any of the provisions thereof.
10. Severability. The failure or unenforceability of any provision hereof shall not affect
the other provisions of this Amendment. Whenever possible each provision of this Amendment
shall be interpreted in such manner as to be effective and valid under applicable law, but if any
provision of this Amendment shall be prohibited by or invalid under applicable law, such
provision shall be ineffective to the extent of such prohibition or invalidity, without invalidating
the remainder of such provision or the remaining provisions of this Amendment.
11. Indenture Trustee. The Indenture Trustee assumes no responsibility for the
correctness of the recitals contained herein, which shall be taken as the statements of the Issuers
and the Indenture Trustee shall not be responsible or accountable in any way whatsoever for or
with respect to the validity, execution or sufficiency of this Amendment and makes no
representation with respect thereto. In entering into this Amendment, the Indenture Trustee shall
be entitled to the benefit of every provision of the Master Indenture relating to the conduct of or
affecting the liability of or affording protection to the Indenture Trustee.
12. Interpretation. Whenever the context and construction so require, all words used in
the singular number herein shall be deemed to have been used in the plural, and vice versa, and
the masculine gender shall include the feminine and neuter and the neuter shall include the
masculine and feminine.
[Signature Pages Follow]