Quarterly Report — Form 10-Q — Sect. 13 / 15(d) – SEA’34 Filing Table of Contents
Document/ExhibitDescriptionPagesSize
1: 10-Q 1Q2017 Spirit Realty 10-Q HTML 839K
2: EX-10.40 Material Contract HTML 43K
3: EX-31.1 Certification -- §302 - SOA'02 HTML 31K
4: EX-31.2 Certification -- §302 - SOA'02 HTML 31K
5: EX-31.3 Certification -- §302 - SOA'02 HTML 31K
6: EX-31.4 Certification -- §302 - SOA'02 HTML 31K
7: EX-32.1 Certification -- §906 - SOA'02 HTML 29K
8: EX-32.2 Certification -- §906 - SOA'02 HTML 29K
15: R1 Document and Entity Information HTML 50K
16: R2 Consolidated Balance Sheets HTML 132K
17: R3 Consolidated Balance Sheets (Parenthetical) HTML 43K
18: R4 Consolidated Statements of Operations HTML 126K
19: R5 Consolidated Statements of Comprehensive Income HTML 42K
20: R6 Consolidated Statement of Stockholders' Equity HTML 86K
21: R7 Consolidated Statements of Cash Flows HTML 140K
22: R8 Organization HTML 30K
23: R9 Summary of Significant Accounting Policies HTML 57K
24: R10 Investments HTML 145K
25: R11 Debt HTML 184K
26: R12 Derivative and Hedging Activities HTML 47K
27: R13 Stockholders' Equity and Partners' Capital HTML 47K
28: R14 Commitments and Contingencies HTML 38K
29: R15 Fair Value Measurements HTML 171K
30: R16 Significant Credit and Revenue Concentration HTML 30K
31: R17 Supplemental Cash Flow Information HTML 40K
32: R18 Incentive Award Plan HTML 34K
33: R19 Income Per Share and Partnership Unit HTML 60K
34: R20 Costs Associated With Restructuring Activities HTML 30K
35: R21 Summary of Significant Accounting Policies HTML 63K
(Policies)
36: R22 Summary of Significant Accounting Policies HTML 41K
(Tables)
37: R23 Investments (Tables) HTML 193K
38: R24 Debt (Tables) HTML 156K
39: R25 Derivative and Hedging Activities (Tables) HTML 39K
40: R26 Stockholders' Equity and Partners' Capital HTML 35K
(Tables)
41: R27 Fair Value Measurements (Tables) HTML 177K
42: R28 Supplemental Cash Flow Information (Tables) HTML 38K
43: R29 Income Per Share and Partnership Unit (Tables) HTML 56K
44: R30 Organization - Narrative (Details) HTML 30K
45: R31 Summary of Significant Accounting Policies - HTML 47K
Narrative (Details)
46: R32 Summary of Significant Accounting Policies - HTML 38K
Schedule of Restricted Cash and Escrow Deposits
(Details)
47: R33 Investments - Narrative (Details) HTML 56K
48: R34 Investments - Summary of Real Estate and Loan HTML 71K
Activity, Net of Accumulated Depreciation and
Amortization (Details)
49: R35 Investments - Summary of Real Estate and Loan HTML 31K
Activity, Net of Accumulated Depreciation and
Amortization (Footnote) (Details)
50: R36 Investments - Schedule of Minimum Future HTML 40K
Contractual Rent to be Received (Details)
51: R37 Investments - Schedule of Loans Receivable, Net of HTML 41K
Premium and Allowance for Loan Losses (Details)
52: R38 Investments - Schedule of Lease Intangible Assets HTML 41K
and Liabilities, Net of Accumulated Amortization
(Details)
53: R39 Investments - Schedule of Components of Real HTML 35K
Estate Investments Held Under Direct Financing
Leases (Details)
54: R40 Investments - Schedule of Activity in Real Estate HTML 44K
Assets Held for Sale (Details)
55: R41 Investments - Summary of Total Impairment Losses HTML 38K
Recognized (Details)
56: R42 Debt - Summary of Debt (Details) HTML 73K
57: R43 Debt - Revolving Credit Facilities - Narrative HTML 73K
(Details)
58: R44 Debt - Term Loan - Narrative (Details) HTML 63K
59: R45 Debt - Senior Unsecured Notes (Details) HTML 46K
60: R46 Debt - Summary of Debt - Master Trust Notes HTML 71K
(Details)
61: R47 Debt - Master Trust Notes - Narrative (Details) HTML 33K
62: R48 Debt - CMBS - Narrative (Details) HTML 60K
63: R49 Debt - Convertible Notes - Narrative (Details) HTML 51K
64: R50 Debt - Debt Extinguishment - Narrative (Details) HTML 34K
65: R51 Debt - Schedule of Debt Maturities (Details) HTML 55K
66: R52 Debt - Schedule of Debt Maturities (Footnote) HTML 45K
(Details)
67: R53 Debt - Summary of Components of Interest Expense HTML 52K
Related to Borrowings (Details)
68: R54 Derivative and Hedging Activities - Summary of HTML 44K
Amounts Recorded in AOCL (Details)
69: R55 Stockholders' Equity and Partners' Capital - HTML 43K
Narrative (Details)
70: R56 Stockholders' Equity and Partners' Capital - HTML 29K
Summary of Dividends Declared (Details)
71: R57 Commitments and Contingencies - Narrative HTML 79K
(Details)
72: R58 Fair Value Measurements - Narrative (Details) HTML 31K
73: R59 Fair Value Measurements - Schedule of Assets at HTML 90K
Fair Value on Nonrecurring Basis (Details)
74: R60 Fair Value Measurements - Fair Value Inputs of HTML 62K
Long-Lived Assets Held and Used (Details)
75: R61 Fair Value Measurements - Schedule of Carrying HTML 48K
Amount And Estimated Fair Value Of Financial
Instruments (Details)
76: R62 Significant Credit and Revenue Concentration - HTML 42K
Narrative (Details)
77: R63 Supplemental Cash Flow Information - Schedule of HTML 41K
Supplemental Cash Flow Disclosures (Details)
78: R64 Incentive Award Plan - Narrative (Details) HTML 62K
79: R65 Income Per Share and Partnership Unit - Schedule HTML 67K
of Reconciliation of the Numerator and Denominator
Used in the Computation of Basic and Diluted
Income Per Share (Details)
80: R66 Income Per Share and Partnership Unit - Narrative HTML 27K
(Details)
81: R67 Costs Associated With Restructuring Activities - HTML 28K
Narrative (Details)
83: XML IDEA XML File -- Filing Summary XML 147K
82: EXCEL IDEA Workbook of Financial Reports XLSX 90K
9: EX-101.INS XBRL Instance -- src-20170331 XML 2.48M
11: EX-101.CAL XBRL Calculations -- src-20170331_cal XML 256K
12: EX-101.DEF XBRL Definitions -- src-20170331_def XML 990K
13: EX-101.LAB XBRL Labels -- src-20170331_lab XML 1.92M
14: EX-101.PRE XBRL Presentations -- src-20170331_pre XML 1.16M
10: EX-101.SCH XBRL Schema -- src-20170331 XSD 228K
84: ZIP XBRL Zipped Folder -- 0001308606-17-000061-xbrl Zip 271K
THIS SECOND AMENDMENT, dated as of April 28, 2017 (this “Amendment”), amends the Credit Agreement, dated as of March 31, 2015 (as amended by that certain First Amendment, dated as of November 3, 2015, and as further amended by this Amendment, the “Credit Agreement”), among SPIRIT REALTY, L.P., a Delaware limited partnership (the “Borrower”), various
financial institutions (the “Lenders”) and WELLS FARGO BANK, NATIONAL ASSOCIATION, as administrative agent (in such capacity, the “Administrative Agent”). Capitalized terms used but not otherwise defined herein have the respective meanings ascribed thereto in the Credit Agreement.
WHEREAS, the Borrower, the Lenders and the Administrative Agent have entered into the Credit Agreement; and
WHEREAS, the parties hereto desire to amend the Credit Agreement as set forth herein;
NOW, THEREFORE, the parties hereto agree as follows:
Section 1Amendments. On and as of the Effective Date (as defined below):
(a)Section
1.1 of the Credit Agreement is hereby amended by adding the following definition thereto in the appropriate alphabetical order:
“Term Loan Agreement” means, the Term Loan Agreement, dated as of November 3, 2015 by and among the Borrower, Bank of America, N.A., as administrative agent and the various financial institutions party thereto.
(b)The definition of “Eligible Asset” in Section 1.1 of the Credit Agreement is hereby amended by adding “(other than as permitted by Section 10.2)” immediately after the end of clause (e)(ii) therein.
(c)Clause
(a) of the definition “Total Asset Value” in Section 1.1 of the Credit Agreement is hereby amended by adding “other than a Permitted Lien (but not any Permitted Lien described in clause (g) of such definition)” immediately after the word “Lien” therein and adding “(except for those permitted under Section 10.2)” immediately after the words “Negative Pledge” therein.
(d)Clause (b) of the definition “Unencumbered Asset Value” in Section 1.1 of the Credit Agreement is hereby amended by adding “other than a Permitted Lien (but not any Permitted Lien described in clause (g) of such definition)”
immediately after the word “Lien” therein and adding “(except for those permitted under Section 10.2)” immediately after the words “Negative Pledge” therein.
(e)Clause (d) of the definition “Unencumbered Asset Value” in Section 1.1 of the Credit Agreement is hereby amended by adding “other than a Permitted Lien (but not any Permitted Lien described in clause (g) of such definition)” immediately after the word “Lien” therein and adding “(except for those permitted under Section 10.2)” immediately after the words “Negative Pledge” therein.
(f)The
definition of “Unencumbered Pool Asset” in Section 1.1 of the Credit Agreement is deleted in its entirety and replaced with the following:
“Unencumbered Pool Asset” means any Property or Hybrid Asset that is (a) owned directly or indirectly by Spirit REIT, the Borrower or a wholly owned Subsidiary of Spirit REIT, (b) not subject to a lien that secures Indebtedness of any person or entity, other than the Permitted Liens (but not Permitted Liens described in clause (g) of such definition) and (c) not subject to any Negative Pledge, except for those permitted under Section 10.2.
(g)Section 10.2 of the Credit Agreement is deleted in its entirety and replaced with the following:
10.2 Negative
Pledge.
The Borrower shall not, and shall not permit any other Loan Party or Subsidiary to, (a) create, assume, incur, permit or suffer to exist any Lien on any Unencumbered Pool Asset or any direct or indirect ownership interest of the Borrower or Spirit REIT in any Person owning any Unencumbered Pool Asset, now owned or hereafter acquired, except for Permitted Liens (but not Permitted Liens described in clause (g) of such definition) or (b) permit any Unencumbered Pool Asset or any direct or indirect ownership interest of the Borrower or Spirit REIT in any Person owning an Unencumbered Pool Asset, to be subject to a Negative Pledge, except for any Negative Pledge contained in (i) the Term Loan Agreement (and the provisions thereof) or (ii) any other agreement (or provision thereof) in favor of the holders of Indebtedness that is pari passu
with the Obligations on terms no more onerous in any material respect than those set forth in this Agreement. Prior to securitization, the Borrower shall not, and shall not permit any Warehouse Entity to, (a) create, assume, incur, permit or suffer to exist any Lien on any asset of such Warehouse Entity or any direct or indirect ownership interest of the Borrower or Spirit REIT in any Person owning such asset, now owned or hereafter acquired, except for Permitted Liens (but not Permitted Liens described in clause (g) of such definition) or (b) permit any asset of such Warehouse Entity or any direct or indirect ownership interest of the Borrower or Spirit REIT or in any Person owning such asset, to be subject to a Negative Pledge, except for any Negative Pledge contained in (i) the Term Loan Agreement (and the provisions thereof) or (ii) any other agreement (or provision thereof) in favor of the holders of Indebtedness that is pari passu
with the Obligations on terms no more onerous in any material respect than those set forth in this Agreement.
Each Lender executing this Agreement waives any Default or Event of Default arising as a result of the Negative Pledge set forth in the Term Loan Agreement with respect to the Unencumbered Pool Assets and any direct or indirect ownership interest of the Borrower or Spirit REIT or in any Person owning the Unencumbered Pool Assets. The waiver set forth in this Section 1 is expressly limited to the terms set forth above and shall not constitute a waiver of any other provision of the Credit Agreement.
Section 2Representations and Warranties. The Borrower represents and warrants to the Administrative Agent and the Lenders that, after giving effect to this Amendment:
(a)each
representation and warranty made or deemed made by the Borrower and each other Loan Party in the Loan Documents to which any of them is a party, is true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty is true and correct in all respects)
on and as of the date hereof with the same force and effect as if made on and as of such date except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty
shall be true and correct in all respects) on and as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted under the Credit Agreement; and
(b)no Default or Event of Default exists.
Section 3Effectiveness. This Amendment shall become effective as of the date first written above (the “Effective Date”) when the Administrative Agent shall have received counterparts of this Amendment executed by the Borrower, the Administrative Agent and the Requisite Lenders.
Section 4Miscellaneous.
(a)Continuing Effectiveness, etc. As amended hereby, the Credit
Agreement shall remain in full force and effect and is hereby ratified and confirmed in all respects. After the effectiveness of this Amendment, all references in the Credit Agreement and the other Loan Documents to “Credit Agreement” or similar terms shall refer to the Credit Agreement as amended hereby.
(b)General. The provisions of Sections 13.2 (Expenses), 13.5 (Successors and Assigns), Section 13.9 (Indemnification), 13.12 (Governing Law) and 13.13 (Counterparts) of the Credit Agreement are incorporated into this Amendment as if fully set forth herein, mutatis mutandis.
(c)Credit Agreement Unaffected. Each reference to the Credit Agreement or in any other Loan Document shall hereafter be construed as a reference to the Credit Agreement as amended hereby. Except as herein otherwise
specifically provided, all provisions of the Credit Agreement shall remain in full force and effect and be unaffected hereby. This Amendment is a Loan Document.
[Signature Pages Follow]
Delivered as of the day and year first above written.
SPIRIT REALTY, L.P.,
a Delaware limited partnership
By:
Name:
Title:
[Signature
Page to Second Amendment]
|
WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent and as a Lender
By:
Name:
Title:
[Signature
Page to Second Amendment]
_________________________, as a Lender
By:
Name:
Title:
[Signature
Page to Second Amendment]
Dates Referenced Herein and Documents Incorporated by Reference
