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Spirit Realty Capital, Inc., et al. – ‘10-K’ for 12/31/17 – ‘EX-4.21’

On:  Friday, 2/23/18, at 6:41am ET   ·   For:  12/31/17   ·   Accession #:  1308606-18-12   ·   File #s:  1-36004, 333-216815-01

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  As Of               Filer                 Filing    For·On·As Docs:Size

 2/23/18  Spirit Realty Capital, Inc.       10-K       12/31/17  122:197M
          Spirit Realty, L.P.

Annual Report   —   Form 10-K   —   Sect. 13 / 15(d) – SEA’34
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-K        Annual Report                                       HTML   7.59M 
 2: EX-4.18     Instrument Defining the Rights of Security Holders  HTML    303K 
 3: EX-4.19     Instrument Defining the Rights of Security Holders  HTML     43K 
 4: EX-4.20     Instrument Defining the Rights of Security Holders  HTML    809K 
 5: EX-4.21     Instrument Defining the Rights of Security Holders  HTML     47K 
 6: EX-10.41    Material Contract                                   HTML    523K 
 8: EX-21.1     Subsidiaries List -- exhibit211                     HTML     88K 
 9: EX-23.1     Consent of Experts or Counsel -- exhibit231         HTML     37K 
10: EX-23.2     Consent of Experts or Counsel -- exhibit232         HTML     35K 
 7: EX-12.1     Statement re: Computation of Ratios -- exhibit121   HTML     65K 
11: EX-31.1     Certification -- §302 - SOA'02                      HTML     42K 
12: EX-31.2     Certification -- §302 - SOA'02                      HTML     42K 
13: EX-31.3     Certification -- §302 - SOA'02                      HTML     42K 
14: EX-31.4     Certification -- §302 - SOA'02                      HTML     42K 
15: EX-32.1     Certification -- §906 - SOA'02                      HTML     40K 
16: EX-32.2     Certification -- §906 - SOA'02                      HTML     40K 
23: R1          Document and Entity Information                     HTML     68K 
24: R2          Consolidated Balance Sheets                         HTML    141K 
25: R3          Consolidated Balance Sheets (Parenthetical)         HTML     71K 
26: R4          Consolidated Statements of Operations               HTML    161K 
27: R5          Consolidated Statements of Comprehensive Income     HTML     54K 
                (Loss)                                                           
28: R6          Consolidated Statements of Stockholders' Equity     HTML    116K 
29: R7          Consolidated Statements of Partners' Capital        HTML    106K 
                Statement                                                        
30: R8          Consolidated Statements of Cash Flows               HTML    171K 
31: R9          Organization                                        HTML     40K 
32: R10         Summary of Significant Accounting Policies          HTML    106K 
33: R11         Investments                                         HTML    213K 
34: R12         Debt                                                HTML    206K 
35: R13         Derivative and Hedging Activities                   HTML     72K 
36: R14         Income Taxes                                        HTML     66K 
37: R15         Stockholders' Equity and Partners' Capital          HTML    103K 
38: R16         Commitments and Contingencies                       HTML     67K 
39: R17         Fair Value Measurements                             HTML    171K 
40: R18         Significant Credit and Revenue Concentration        HTML     39K 
41: R19         Discontinued Operations                             HTML     64K 
42: R20         Supplemental Cash Flow Information                  HTML     68K 
43: R21         Incentive Award Plan and Employee Benefit Plan      HTML    114K 
44: R22         Income (Loss) Per Share and Partnership Unit        HTML     92K 
45: R23         Costs Associated With Restructuring Activities      HTML     40K 
46: R24         Consolidated Quarterly Financial Data               HTML    135K 
47: R25         Subsequent Events                                   HTML     45K 
48: R26         Schedule III Real Estate and Accumulated            HTML     77K 
                Depreciation                                                     
49: R27         Schedule IV Mortgage Loans on Real Estate           HTML    127K 
50: R28         Summary of Significant Accounting Policies          HTML    123K 
                (Policies)                                                       
51: R29         Summary of Significant Accounting Policies          HTML     62K 
                (Tables)                                                         
52: R30         Investments (Tables)                                HTML    219K 
53: R31         Debt (Tables)                                       HTML    172K 
54: R32         Derivative and Hedging Activities (Tables)          HTML     70K 
55: R33         Income Taxes (Tables)                               HTML     63K 
56: R34         Stockholders' Equity and Partners' Capital          HTML     87K 
                (Tables)                                                         
57: R35         Commitments and Contingencies (Tables)              HTML     54K 
58: R36         Fair Value Measurements (Tables)                    HTML    165K 
59: R37         Discontinued Operations (Tables)                    HTML     67K 
60: R38         Supplemental Cash Flow Information (Tables)         HTML     67K 
61: R39         Incentive Award Plan and Employee Benefit Plan      HTML    102K 
                (Tables)                                                         
62: R40         Income (Loss) Per Share and Partnership Unit        HTML     91K 
                (Tables)                                                         
63: R41         Consolidated Quarterly Financial Data (Tables)      HTML    135K 
64: R42         Organization - Additional Information (Details)     HTML     44K 
65: R43         Summary of Significant Accounting Policies -        HTML    104K 
                Additional Information (Details)                                 
66: R44         Summary of Significant Accounting Policies -        HTML     41K 
                Reconciliation of Goodwill (Details)                             
67: R45         Summary of Significant Accounting Policies -        HTML     49K 
                Schedule of Restricted Cash and Deposits in                      
                Escrow, Classified Within Deferred Costs and Other               
                Assets, Net (Details)                                            
68: R46         Investments - Additional Information (Details)      HTML     98K 
69: R47         Investments - Summary of Gross Real Estate and      HTML     87K 
                Loan Activity (Details)                                          
70: R48         Investments - Summary of Gross Real Estate and      HTML     51K 
                Loan Activity (Footnote) (Details)                               
71: R49         Investments - Schedule of Minimum Future            HTML     50K 
                Contractual Rent to be Received Under Remaining                  
                Non-cancelable Term of Operating Leases (Details)                
72: R50         Investments - Summary of Loans Receivable           HTML     52K 
                (Details)                                                        
73: R51         Investments - Summary of Lease Intangible, Net      HTML     49K 
                (Details)                                                        
74: R52         Investments - Schedule of Net Aggregate             HTML     51K 
                Amortization Expense of Intangible Assets and                    
                Liabilities (Details)                                            
75: R53         Investments - Schedule of Components of Investment  HTML     45K 
                Assets held under Direct Financing Leases                        
                (Details)                                                        
76: R54         Investments - Summary of Activity in Real Estate    HTML     54K 
                Assets Held for Sale (Details)                                   
77: R55         Investments - Summary of Total Impairment Losses    HTML     48K 
                Recognized (Details)                                             
78: R56         Debt - Summary of Debt (Details)                    HTML     86K 
79: R57         Debt - Additional Information - Revolving Credit    HTML     80K 
                Facility (Details)                                               
80: R58         Debt - Additional Information - Term Loan           HTML     78K 
                (Details)                                                        
81: R59         Debt - Additional Information - Senior Unsecured    HTML     55K 
                Notes (Details)                                                  
82: R60         Debt - Additional Information - Master Trust Notes  HTML     71K 
                (Details)                                                        
83: R61         Debt - Summary of Debt - Master Trust Notes         HTML    102K 
                (Details)                                                        
84: R62         Debt - Additional Information - CMBS (Details)      HTML     77K 
85: R63         Debt - Additional Information - Convertible Senior  HTML     63K 
                Notes (Details)                                                  
86: R64         Debt - Additional Information - Debt                HTML     59K 
                Extinguishment (Details)                                         
87: R65         Debt - Schedule of Debt Maturities of Company's     HTML     78K 
                Revolving Credit Facilities, Term Loan, Mortgages                
                and Notes Payable, Including Balloon Payments                    
                (Details)                                                        
88: R66         Debt - Summary of the Components of Interest        HTML     71K 
                Expense Related to the Company's Borrowings                      
                (Details)                                                        
89: R67         Derivative and Hedging Activities - Summary of      HTML     62K 
                Amounts Recorded in AOCL and Gain (Loss) Recorded                
                in Operations when Reclassified out of AOCL or                   
                Recognized in Earnings (Details)                                 
90: R68         Income Taxes - Schedule of Income Tax Expense       HTML     47K 
                (Details)                                                        
91: R69         Income Taxes - Additional Information (Details)     HTML     39K 
92: R70         Income Taxes - Schedule of Common Stock Dividends   HTML     45K 
                Characterized for Tax (Details)                                  
93: R71         Stockholders' Equity and Partners' Capital -        HTML    136K 
                Additional Information (Details)                                 
94: R72         Stockholders' Equity and Partners' Capital -        HTML     53K 
                Schedule of Dividends Payable (Details)                          
95: R73         Commitments and Contingencies - Additional          HTML    103K 
                Information (Details)                                            
96: R74         Commitments and Contingencies - Summary of          HTML     61K 
                Company's Minimum Aggregate Rental Commitments                   
                Under all Non-cancelable Operating Leases                        
                (Details)                                                        
97: R75         Fair Value Measurements - Schedule of Company's     HTML     72K 
                Assets Accounted for at Fair Value on a                          
                Nonrecurring Basis (Details)                                     
98: R76         Fair Value Measurements - Additional Information    HTML     36K 
                (Details)                                                        
99: R77         Fair Value Measurements - Schedule of Information   HTML     90K 
                About Fair Value Inputs Used to Calculate Fair                   
                Value (Details)                                                  
100: R78         Fair Value Measurements - Summary of Fair Value     HTML     57K  
                Information for Financial Instruments (Details)                  
101: R79         Significant Credit and Revenue Concentration -      HTML     49K  
                Additional Information (Details)                                 
102: R80         Discontinued Operations - Summary of Net Gains or   HTML     63K  
                Losses from Discontinued Operations (Details)                    
103: R81         Supplemental Cash Flow Information - Schedule of    HTML     68K  
                Supplemental Cash Flow Disclosures (Details)                     
104: R82         Incentive Award Plan and Employee Benefit Plan -    HTML     88K  
                Additional Information (Details)                                 
105: R83         Incentive Award Plan and Employee Benefit Plan -    HTML     61K  
                Summary of Restricted Share Grant Activity under                 
                Plan (Details)                                                   
106: R84         Incentive Award Plan and Employee Benefit Plan -    HTML     70K  
                Summary of Performance Share Award Activity under                
                Plan (Details)                                                   
107: R85         Income (Loss) Per Share and Partnership Unit -      HTML    106K  
                Summary of Reconciliation of Numerator and                       
                Denominator used in Computation of Basic and                     
                Diluted Net (Loss) Income Per Share (Details)                    
108: R86         Income (Loss) Per Share and Partnership Unit -      HTML     40K  
                Additional Information (Details)                                 
109: R87         Costs Associated With Restructuring Activities -    HTML     51K  
                Additional Information (Details)                                 
110: R88         Consolidated Quarterly Financial Data - Schedule    HTML     82K  
                of Consolidated Quarterly Financial Data (Details)               
111: R89         Subsequent Events (Details)                         HTML     95K  
112: R90         Schedule III Real Estate and Accumulated            HTML   4.12M  
                Depreciation - 1 (Details)                                       
113: R91         Schedule III Real Estate and Accumulated            HTML   4.26M  
                Depreciation - 2 (Details)                                       
114: R92         Schedule III Real Estate and Accumulated            HTML   4.13M  
                Depreciation - 3 (Details)                                       
115: R93         Schedule III Real Estate and Accumulated            HTML   3.89M  
                Depreciation - 4 (Details)                                       
116: R94         Schedule III Real Estate and Accumulated            HTML     50K  
                Depreciation (Footnote) (Details)                                
117: R95         Schedule III Real Estate and Accumulated            HTML     67K  
                Depreciation (Reconciliation of Real Estate                      
                Properties) (Details)                                            
118: R96         Schedule IV Mortgage Loans on Real Estate -         HTML     99K  
                Mortgage Loans on Real Estate (Details)                          
119: R97         Schedule IV Mortgage Loans on Real Estate -         HTML     65K  
                Reconciliation of Mortgage Loans on Real Estate                  
                Balance (Details)                                                
121: XML         IDEA XML File -- Filing Summary                      XML    216K  
120: EXCEL       IDEA Workbook of Financial Reports                  XLSX    550K  
17: EX-101.INS  XBRL Instance -- src-20171231                        XML  30.12M 
19: EX-101.CAL  XBRL Calculations -- src-20171231_cal                XML    351K 
20: EX-101.DEF  XBRL Definitions -- src-20171231_def                 XML   4.27M 
21: EX-101.LAB  XBRL Labels -- src-20171231_lab                      XML  10.81M 
22: EX-101.PRE  XBRL Presentations -- src-20171231_pre               XML   4.79M 
18: EX-101.SCH  XBRL Schema -- src-20171231                          XSD   1.77M 
122: ZIP         XBRL Zipped Folder -- 0001308606-18-000012-xbrl      Zip   1.64M

‘EX-4.21’   —   Instrument Defining the Rights of Security Holders
Exhibit Table of Contents

Page (sequential)   (alphabetic) ↑Top
 
11st Page  –  Filing Submission
"Amendment

This Exhibit is an HTML Document rendered as filed.  [ Alternative Formats ]

 C: 
  exhibit421amendment1tosu  
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:

 
2 LEGAL02/37818626v6 (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.

 
3 LEGAL02/37818626v6 (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.

 
4 LEGAL02/37818626v6 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]

 

 

 

 

 

 

Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘10-K’ Filing    Date    Other Filings
Filed on:2/23/18
For Period end:12/31/17DEF 14A
12/14/178-K
5/20/148-K
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