0001047469-14-007820 Sample Contracts

INDEMNIFICATION AGREEMENT
Indemnification Agreement • September 23rd, 2014 • STORE CAPITAL Corp • Real estate investment trusts • Maryland

THIS INDEMNIFICATION AGREEMENT (“Agreement”) is made and entered into as of the day of , 2014, by and between STORE Capital Corporation, a Maryland corporation (the “Company”), and (“Indemnitee”).

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REGISTRATION RIGHTS AGREEMENT BY AND AMONG STORE CAPITAL CORPORATION AND CERTAIN STOCKHOLDERS DATED AS OF [ ], 2014
Registration Rights Agreement • September 23rd, 2014 • STORE CAPITAL Corp • Real estate investment trusts • New York

This REGISTRATION RIGHTS AGREEMENT (as it may be amended from time to time in accordance with the terms hereof, the “Agreement”), dated as of [ ], 2014, is made by and among:

EMPLOYMENT AGREEMENT AMONG STORE CAPITAL CORPORATION, STORE CAPITAL ADVISORS, LLC AND MARY FEDEWA
Employment Agreement • September 23rd, 2014 • STORE CAPITAL Corp • Real estate investment trusts • Arizona

This EMPLOYMENT AGREEMENT (the “Agreement”), dated as of [·], 2014 (the “Effective Date”), is by and among STORE Capital Corporation, a Maryland corporation (the “REIT” or the “Guarantor”), STORE Capital Advisors, LLC, a Delaware limited liability company (the “Company”), and Mary Fedewa (the “Executive”).

STORE MASTER FUNDING I, LLC as an Issuer, STORE MASTER FUNDING II, LLC as an Issuer, STORE MASTER FUNDING III, LLC as an Issuer, STORE MASTER FUNDING IV, LLC as an Issuer, STORE MASTER FUNDING V, LLC as an Issuer, and EACH JOINING PARTY each, as an...
Property Management and Servicing Agreement • September 23rd, 2014 • STORE CAPITAL Corp • Real estate investment trusts • New York

This THIRD AMENDED AND RESTATED PROPERTY MANAGEMENT AND SERVICING AGREEMENT, dated as of May 6, 2014 (this “Agreement”), is made among STORE Master Funding I, LLC, as an issuer (an “Issuer”), STORE Master Funding II, LLC, as an issuer (an “Issuer”), STORE Master Funding III, LLC, as an issuer (an “Issuer”), STORE Master Funding IV, LLC, as an issuer (an “Issuer”), STORE Master Funding V, LLC, as an issuer (an “Issuer”), each Joining Party, each as an issuer (each, an “Issuer”), STORE Capital Corporation, a Maryland corporation, as property manager and special servicer (together with its successors in such capacities, the “Property Manager” and “Special Servicer,” respectively), Citibank, N.A., not individually but solely as indenture trustee (together with its successors in such capacity, the “Indenture Trustee”) 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”).

THIRD AMENDED AND RESTATED MASTER INDENTURE DATED AS OF MAY 6, 2014
Master Indenture • September 23rd, 2014 • STORE CAPITAL Corp • Real estate investment trusts • New York

THIRD AMENDED AND RESTATED MASTER INDENTURE, dated as of May 6, 2014 (as amended, modified or supplemented from time to time as permitted hereby, the “Indenture”), between STORE Master Funding I, LLC, a Delaware limited liability company, as an issuer (“STORE Master Funding I”), STORE Master Funding II, LLC, a Delaware limited liability company, as an issuer (“STORE Master Funding II”), STORE Master Funding III, LLC, a Delaware limited liability company, as an issuer (“STORE Master Funding III”), STORE Master Funding IV, LLC, a Delaware limited liability company, as an issuer (“STORE Master Funding IV”), STORE Master Funding V, LLC, a Delaware limited liability company, as an issuer (“STORE Master Funding V” and together with STORE Master Funding I, STORE Master Funding II, STORE Master Funding III and STORE Master Funding IV, the “Issuers”) and Citibank, N.A., a national banking association duly organized and existing under the laws of the United States of America, not in its individu

STORE MASTER FUNDING I, LLC, an Issuer, STORE MASTER FUNDING II, LLC, an Issuer, STORE MASTER FUNDING III, LLC an Issuer, and CITIBANK, N.A. Indenture Trustee
Indenture Supplement • September 23rd, 2014 • STORE CAPITAL Corp • Real estate investment trusts • New York

SERIES 2013-2 SUPPLEMENT, dated as of July 25, 2013 (the “Series 2013-2 Supplement”), among STORE Master Funding I, LLC, STORE Master Funding II, LLC, STORE Master Funding III, LLC (each an “Issuer” and together, the “Issuers”) and the Indenture Trustee.

STORE CAPITAL CORPORATION 2012 LONG-TERM INCENTIVE PLAN RESTRICTED STOCK AWARD AGREEMENT
Restricted Stock Award Agreement • September 23rd, 2014 • STORE CAPITAL Corp • Real estate investment trusts • Maryland

THIS RESTRICTED STOCK AWARD AGREEMENT (this “Agreement”) is effective , 2014 by and between STORE Capital Corporation, a Maryland corporation (the “Company”) and (the “Participant” or “you”).

STORE MASTER FUNDING I, LLC, an Issuer, STORE MASTER FUNDING II, LLC, an Issuer, STORE MASTER FUNDING III, LLC an Issuer, STORE MASTER FUNDING IV, LLC an Issuer, STORE MASTER FUNDING V, LLC an Issuer, and CITIBANK, N.A. as Indenture Trustee
Series Supplement • September 23rd, 2014 • STORE CAPITAL Corp • Real estate investment trusts • New York

SERIES 2014-1 SUPPLEMENT, dated as of May 6, 2014 (the “Series 2014-1 Supplement”), among STORE Master Funding I, LLC, STORE Master Funding II, LLC, STORE Master Funding III, LLC, STORE Master Funding IV, LLC, STORE Master Funding V, LLC (each an “Issuer” and together, the “Issuers”) and the Indenture Trustee.

STOCKHOLDERS AGREEMENT BY AND AMONG STORE CAPITAL CORPORATION AND THE STOCKHOLDERS PARTY HERETO DATED AS OF [·], 2014
Stockholders Agreement • September 23rd, 2014 • STORE CAPITAL Corp • Real estate investment trusts • Maryland
CREDIT AGREEMENT DATED AS OF SEPTEMBER 19, 2014 by and among STORE CAPITAL CORPORATION, AS BORROWER, KEYBANK NATIONAL ASSOCIATION, THE OTHER LENDERS WHICH ARE PARTIES TO THIS AGREEMENT AND OTHER LENDERS THAT MAY BECOME PARTIES TO THIS AGREEMENT,...
Credit Agreement • September 23rd, 2014 • STORE CAPITAL Corp • Real estate investment trusts

Pursuant to the provisions of §2.1(c) of the Credit Agreement dated as of September 19, 2014 (as the same may hereafter be amended, the “Credit Agreement”), by and among STORE Capital Corporation (the “Borrower”), KeyBank National Association for itself and as Agent, and the other Lenders from time to time party thereto, the undersigned Borrower hereby requests and certifies as follows:

STORE MASTER FUNDING I, LLC Issuer and CITIBANK, N.A. Indenture Trustee
Indenture Supplement • September 23rd, 2014 • STORE CAPITAL Corp • Real estate investment trusts • New York

SERIES 2012-1 SUPPLEMENT, dated as of August 23, 2012 (the “Series 2012-1 Supplement”), between STORE Master Funding I, LLC (the “Issuer”) and the Indenture Trustee.

STORE MASTER FUNDING I, LLC, an Issuer, STORE MASTER FUNDING II, LLC, an Issuer, STORE MASTER FUNDING III, LLC an Issuer, STORE MASTER FUNDING IV, LLC an Issuer, and CITIBANK, N.A. as Indenture Trustee
Supplement to Master Indenture • September 23rd, 2014 • STORE CAPITAL Corp • Real estate investment trusts • New York

SERIES 2013-3 SUPPLEMENT, dated as of December 3, 2013 (the “Series 2013-3 Supplement”), among STORE Master Funding I, LLC, STORE Master Funding II, LLC, STORE Master Funding III, LLC, STORE Master Funding IV, LLC (each an “Issuer” and together, the “Issuers”) and the Indenture Trustee.

STORE MASTER FUNDING I, LLC, an Issuer, STORE MASTER FUNDING II, LLC, an Issuer, and CITIBANK, N.A. Indenture Trustee
Indenture • September 23rd, 2014 • STORE CAPITAL Corp • Real estate investment trusts • New York

SERIES 2013-1 SUPPLEMENT, dated as of March 27, 2013 (the “Series 2013-1 Supplement”), among STORE Master Funding I, LLC, STORE Master Funding II, LLC (each an “Issuer” and together, the “Issuers”) and the Indenture Trustee.

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