spirit20181feeletterexec






                                                                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- yong.choe@barclays.com;  peter.walgren@barclays.com;  tara.chick@barclays.com         Ladies and Gentlemen:          The undersigned refer to the CLASS A NOTE PURCHASE AGREEMENT, dated as of the date  hereof, by and among SPIRIT MASTER FUNDING, LLC, SPIRIT MASTER FUNDING II, LLC,  SPIRIT MASTER FUNDING III, LLC, SPIRIT MASTER FUNDING VI, LLC and SPIRIT FUNDING  VIII, LLC, each as a Co-Issuer, SPIRIT REALTY, L.P., as Support Provider and as Property Manager,  the Conduit Investors party thereto, the Funding Agents party thereto, the Committed Note Purchasers  party thereto and BARCLAYS BANK PLC, as Administrative Agent (as amended, restated,  supplemented or otherwise modified from time to time in accordance with the terms thereof, the “Series  2018-1 Class A Note Purchase Agreement”). Capitalized terms used herein but not expressly defined  herein shall have the meanings set forth or incorporated by reference in the Series 2018-1 Class A Note  Purchase Agreement.  This fee letter is the “Series 2018-1 Class A-1 Notes Fee Letter” defined and  described as such in the Series 2018-1 Class A Note Purchase Agreement, and confirms the Co-Issuers’  agreement with the other parties hereto to pay the following fees:          (1)   The Co-Issuers shall pay to BARCLAYS BANK PLC, for its own account, a non-              refundable up-front fee of 1.0% (100 bps) of the principal amount of its Commitment in               respect of the Series 2018-1 Class A-1 Notes on the Series 2018-1 Closing Date, earned,               due and payable on the Series 2018-1 Closing Date (the “Class A-1 Notes Upfront Fee”).          (2)   On each Payment Date that occurs over the Commitment Term (and each Payment Date               thereafter until such amounts are paid in full in accordance with the Priority of Payments),               the Co-Issuers shall, in accordance with Section 3.02(b) of the Series 2018-1 Class A               Note Purchase Agreement, pay to the Administrative Agent, for the benefit of each               Funding Agent, for the account of the related Committed Note Purchaser(s), undrawn               commitment fees (the “Undrawn Commitment Fees”) equal to 0.50% (50 bps) per               annum of the related Investor Group's Commitment Percentage of the daily average               Unused Amount (as defined below) for each day during the related Interest Accrual               Period, payable in arrears in accordance with the applicable provisions of the Indenture;               provided that Undrawn Commitment Fees shall not accrue or be payable to any Funding               Agent on any day on which an Investor in such Funding Agent’s Investor Group is a               Defaulting Investor.    For purposes of this section,     32727485  





 






                (x) “Used Amount” means the sum of the aggregate principal amount outstanding of all         Advances; and                 (y) “Unused Amount” means the amount by which (i) the aggregate Commitment         Amount exceeds (ii) the Used Amount.         (3)    The Co-Issuers shall pay to the Administrative Agent, for its own account, an annual fee  of $100,000.00, payable monthly in advance in installments of $8,333.33 commencing on the Series  2018-1 Closing Date and on each Payment Date thereafter, in accordance with the applicable provisions  of the Indenture (collectively, the “Administrative Agent Fees”).         Each Co-Issuer agrees that it is jointly and severally liable for the prompt payment of all fees set  forth herein.         This fee letter may be executed in any number of counterparts (which may include facsimile or  other electronic transmission of counterparts) and by the different parties hereto in separate counterparts,  each of which when so executed shall be deemed to be an original, and all of which together shall  constitute one and the same instrument.  This fee letter and all matters arising under or in any manner  relating to this fee letter shall be governed by, and construed in accordance with, the laws of the State of  New York.         The undersigned further understand that the terms of this fee letter are to be maintained in  confidence between us in accordance with Section 9.11 of the Series 2018-1 Class A Note Purchase  Agreement.                                    [Signature Pages Follow]                                                 2  32727485  





 






        IN WITNESS WHEREOF, the parties hereto have caused this Series 2018-1 Class A-1 Notes Fee  Letter to be duly executed by their duly authorized officers and delivered as of the day and year first above  written.                                                      SPIRIT MASTER FUNDING, LLC,                                                     as Co-Issuer                                                                    -     ~                                                     By:              ,f   -·                                                         Name:  Ricardo=R "ariguez                                                         Title: Authorized Signatory                                                      SPIRIT MASTER FUNDING II, LLC,                                                     as Co-Issuer                                                       By: __                                                         Name: Ricardo:;Jj;)=--- Rodriguez---­                                                         Title: Authorized Signatory                                                      SPIRIT MASTER FUNDING III, LLC,                                                     as Co-Issuer                                                      By: -      ------"===:),~,  -,::__t:>__ _                                                          Name:  Ricard'o f odriguez                                                         Title: Authorized Signatory                                                      SPIRIT MASTER FUNDING VI, LLC,                                                     as Co-Issuer                                                      By: _N_a_m_e_:_Ri_:~~~-d~o~~o-d-n-.gu~~~~~~~                                                         Title: AuthoriZfd Signatory                               Series 2018-1 Class A-1 Notes Fee Letter Signature Page  





 






                     SPIRIT MASTER FUNDING VIII, LLC,                       as Co-Issuer                         By:                           Name: Ricardo~ odriguez                            Title: A~ignatory                        Each Co-Issuer at the following address:                        2727 N. Harwood Street                       Ste 300                       Dallas, TX 75201    Series 2018-1 Class A-1 Notes Fee Letter Signature Page  





 






                       BARCLAYS    BANK  PLC,                         as a Committed ote Purchaser                               Name:                             Title:                           BARCLAY   S BANK  PLC.                         as the related funddnt                          By:         vZ:.._                             Name:                             Title:    Series 20 18-1 Class A- I otes Fee Letter Signature Page