Joinder to Amended and Restated Stockholder Rights Agreement



 Exhibit 10.22 
 Execution Copy 
 JOINDER 

Amended and Restated Stockholder Rights Agreement 
 Each of the undersigned (each, an “Electing Lender” and, collectively, the “Electing Lenders”) is executing and delivering this Joinder pursuant to the Amended and
Restated Stockholder Rights Agreement, dated as of November 14, 2007 (as amended from time to time in accordance with its terms, the “Restated Rights Agreement”), among Redford Holdco, LLC (the “Company”),
Spirit Finance Corporation (“Spirit”) and the other parties thereto. This Joinder is being executed and delivered in connection with the execution and delivery of that certain Conversion Agreement, dated as of July 8, 2011 (as
amended from time to time in accordance with its terms, the “Conversion Agreement”), among Spirit and the Electing Lenders. Capitalized terms used herein and not otherwise defined shall have the meaning ascribed to such terms in the
Restated Rights Agreement. 
 By executing this Joinder and delivering the same to the Company and Spirit, each Electing Lender
hereby severally agrees to become a party to, to be bound by and to comply with, and the Company and Spirit hereby covenant, represent and agree that the Electing Lenders shall be entitled to the benefits of, the provisions of the Restated Rights
Agreement as a “Holder” in the same manner as if it was an original signatory to the Restated Rights Agreement; provided that: 
  

	 	(i)	The rights of each Electing Lender as a Holder pursuant to Section 3 of the Restated Rights Agreement (Incidental Registration) and Section 4 of the Restated
Rights Agreement (Registration on Request) automatically shall expire, without any action by the Electing Lenders or the Company or Spirit, upon the first anniversary of a Qualifying IPO (as defined in the Conversion Agreement). For the avoidance of
doubt, (i) any such expiration shall not affect any other rights of the Electing Lenders under the Restated Rights Agreement, including, without limitation, rights to indemnification or contribution pursuant to Section 6 of the Restated
Rights Agreement, which other rights shall survive such expiration, and (ii) rights pursuant to Section 3 or Section 4 of the Restated Rights Agreement in respect of any transaction initiated prior to the first anniversary of a
Qualifying IPO but that is completed or abandoned subsequent to such time shall remain in effect until such later time as such transaction is either completed or abandoned. 


 

	 	(ii)	None of the Electing Lenders is agreeing to be bound by or to comply with, and none of the Electing Lenders shall be subject to, Section 9 of the Restated Rights
Agreement (Holdback Agreement). 

  

	 	(iii)	For purposes of this Joinder and the rights of the Electing Lenders pursuant to the Restated Rights Agreement, the term “Registrable Securities” shall have
the meaning ascribed to such term in the Restated Rights Agreement, but excluding clause (iii) of the second sentence thereof. 

  

	 	(iv)	The Restated Rights Agreement may not be amended in any manner that would materially adversely affect the Electing Lenders as Holders, or be terminated by mutual
agreement among any Persons, except in any such case with the consent of the Electing Lenders beneficially owning a majority of the shares of Common Stock then held by all Electing Lenders and entitled to the benefits of the Restated Rights
Agreement. 









	 	(v)	This Joinder only shall become effective at and as of the Conversion (as defined in the Conversion Agreement) and concurrently with the issuance of Common Stock to the
Electing Lenders upon the Conversion; provided that clause (iii) above shall be effective upon the execution hereof; provided, further, that clause (iii) above automatically shall terminate and have no further force and effect, without any action by
the Electing Lenders or the Company or Spirit, upon the expiration of the Option Period if no Conversion has been completed within the Option Period. Without limiting the foregoing, if the Conversion is not completed and does not occur, then, except
as expressly provided in the immediately preceding sentence, this Joinder shall have no force or effect. 

 Each
of Spirit and the Company represents that (i) it has the corporate and other requisite power and authority to execute and deliver this Joinder and to perform its obligations hereunder and the Restated Rights Agreement and that the execution,
delivery and performance of this Joinder by each of them has been duly authorized by all necessary corporate and other requisite action and (ii) and that this Joinder constitutes a legal, valid and binding obligation of Spirit or the Company, as the
case may be, enforceable against it in accordance with its terms. 
 This Joinder shall bind and inure to the benefit of the
Electing Lenders, the Company and Spirit and their respective permitted successors and assigns, including any assignee of the Common Stock issued to the Electing Lenders (or their successors or assigns) upon the Conversion. 

This Joinder, and all claims or causes of action (whether at law or in equity, in contract or in tort) that may be based upon, arise out
of or relate to this Joinder or the negotiation, execution or performance hereof, shall be governed by and construed in accordance with the laws of the State of New York, regardless of the laws that might otherwise govern under applicable principles
of conflict of laws of the State of New York. 
 EACH OF THE PARTIES HERETO AGREES THAT JURISDICTION AND VENUE IN ANY SUIT,
ACTION OR PROCEEDING BROUGHT BY ANY PARTY PURSUANT TO THIS JOINDER SHALL PROPERLY AND EXCLUSIVELY LIE IN A STATE OR FEDERAL COURT WITHIN THE CITY OF NEW YORK, BOROUGH OF MANHATTAN. EACH PARTY HERETO ALSO AGREES NOT TO BRING ANY SUIT, ACTION OR
PROCEEDING ARISING OUT OF OR RELATING TO THIS JOINDER IN ANY OTHER COURT. BY EXECUTION AND DELIVERY OF THIS JOINDER, EACH PARTY HERETO IRREVOCABLY SUBMITS TO THE JURISDICTION OF SUCH COURTS FOR ITSELF AND IN RESPECT OF ITS PROPERTY WITH RESPECT TO
SUCH SUIT, ACTION OR PROCEEDING. EACH OF THE PARTIES HERETO IRREVOCABLY AGREES THAT VENUE WOULD BE PROPER IN SUCH COURT, AND HEREBY WAIVES ANY OBJECTION THAT ANY SUCH COURT IS AN IMPROPER OR INCONVENIENT FORUM FOR THE RESOLUTION OF SUCH SUIT, ACTION
OR PROCEEDING. 
 EACH OF THE PARTIES HERETO WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY RIGHT TO TRIAL BY JURY OF ANY
CLAIM, DEMAND, ACTION, OR CAUSE OF ACTION (I) ARISING UNDER THIS JOINDER OR (II) IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES IN RESPECT OF THIS JOINDER OR ANY OF THE TRANSACTIONS RELATED HERETO, IN EACH CASE
WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER IN CONTRACT, TORT, EQUITY, OR OTHERWISE. EACH OF THE PARTIES HERETO AGREES AND CONSENTS THAT ANY SUCH CLAIM, DEMAND, ACTION, OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY AND
THAT THE PARTIES MAY FILE AN ORIGINAL COUNTERPART OF A COPY OF THIS JOINDER WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE PARTIES HERETO TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY. 

  
 Joinder to
Amended and Restated Stockholder Rights Agreement 








 Each party hereto recognizes and acknowledges that a breach by it of any covenants or
agreements contained in this Joinder will cause the other parties hereto to sustain damages for which such other parties would not have an adequate remedy at law for money damages, and therefore each party hereto agrees that, in the event of any
such breach, such other parties shall be entitled to the remedy of specific performance of such covenants and agreements and injunctive and other equitable relief in addition to any other remedy to which such parties may be entitled at law or in
equity. 
 All rights, powers and remedies provided under this Joinder or otherwise available in respect hereof at law or in
equity shall be cumulative and not alternative, and the exercise of any right, power or remedy thereof by any party hereto shall not preclude the simultaneous or later exercise of any other such right, power or remedy by such party. 

The provisions of this Joinder may be amended, modified or waived only with the prior written consent of the Electing Lenders, the
Company and Spirit. 
 This Joinder may be executed in one or more counterparts, each of which shall constitute part of the same
agreement. Delivery of an executed signature page of this Joinder by facsimile or electronic transmission (including by email with “.pdf” file attachment) shall be as effective as delivery of a manually executed original signature page of
this Joinder. 
 Each Electing Lender executed and delivered this Joinder as of July 8, 2011. 

[This space intentionally left blank] 

  
 Joinder to
Amended and Restated Stockholder Rights Agreement 








 
			
	AMMC CLO III, LIMITED
	By:	 	 American Money Management Corp.,

as Collateral Manager

		
	By:	 	/s/ Kenneth J. Bushman
		 	  

	Name:	 	Kenneth J. Bushman
	Title:	 	Vice President



  
 Joinder to
Amended and Restated Stockholder Rights Agreement 








 
			
	AMMC CLO IV, LIMITED
	By:	 	 American Money Management Corp.,

as Collateral Manager

		
	By:	 	/s/ Kenneth J. Bushman
		 	  

	Name:	 	Kenneth J. Bushman
	Title:	 	Vice President



  
 Joinder to
Amended and Restated Stockholder Rights Agreement 








 
			
	AMMC CLO VI, LIMITED
	By:	 	 American Money Management Corp.,

as Collateral Manager

		
	By:	 	/s/ Kenneth J. Bushman
		 	  

	Name:	 	Kenneth J. Bushman
	Title:	 	Vice President



  
 Joinder to
Amended and Restated Stockholder Rights Agreement 








 
			
	AMMC VII, LIMITED
	By:	 	 American Money Management Corp.,

as Collateral Manager

		
	By:	 	/s/ Kenneth J. Bushman
		 	  

	Name:	 	Kenneth J. Bushman
	Title:	 	Vice President



  
 Joinder to
Amended and Restated Stockholder Rights Agreement 








 
			
	AMMC VIII, LIMITED
	By:	 	 American Money Management Corp.,

as Collateral Manager

		
	By:	 	/s/ Kenneth J. Bushman
		 	  

	Name:	 	Kenneth J. Bushman
	Title:	 	Vice President



  
 Joinder to
Amended and Restated Stockholder Rights Agreement 








 
			
	ANCHORAGE CAPITAL MASTER OFFSHORE, LTD.
	By:	 	 ANCHORAGE CAPITAL GROUP, LLC.

ITS INVESTMENT MANAGER

		
	By:	 	/s/ Michael Aglialoro
		 	  

	Name:	 	Michael Aglialoro
	Title:	 	Executive Vice President



  
 Joinder to
Amended and Restated Stockholder Rights Agreement 








 
			
	ASSOCIATED BRITISH FOODS PENSION SCHEME
	By:	 	BEACH POINT CAPITAL MANAGEMENT LP AS INVESTMENT MANAGER
		
	By:	 	/s/ Carl Goldsmith
		 	  

	Name:	 	Carl Goldsmith
	Title:	 	Senior Port Folio Manager



  
 Joinder to
Amended and Restated Stockholder Rights Agreement 








 
			
	Bank of America, N.A.
		
	By:	 	 /s/ Erik S. Grossman

	Name:	 	Erik S. Grossman
	Title:	 	Vice President



  
 Joinder to
Amended and Restated Stockholder Rights Agreement 








 
			
	BARCLAYS BANK PLC
		
	By:	 	 /s/ Gez Jordan

		 	Authorized Signatory
	Name:	 	Gez Jordan
	Title:	 	Vice President



  
 Joinder to
Amended and Restated Stockholder Rights Agreement 








 
					
	BATTALION CLO 2007-I, LTD.
		
	By	 	BRIGADE CAPITAL MANAGEMENT LLC As Collateral Manager
			
		 	By:	 	 /s/ Joanna Bensimon

		 	Name:	 	Joanna Bensimon
		 	Title:	 	Associate



  
 Joinder to
Amended and Restated Stockholder Rights Agreement 








 
			
	BEACH POINT DISTRESSED MASTER FUND, LP
	 By: Beach Point Capital Management LP
 As Investment Manager

		
	By:	 	 /s/ Carl Goldsmith

	Name:	 	Carl Goldsmith
	Title:	 	Senior Port Folio Manager



  
 Joinder to
Amended and Restated Stockholder Rights Agreement 








 
			
	BEACH POINT ScF, L.P.
	 By: Beach Point Capital Management LP
 As Investment Manager

		
	By:	 	/s/ Carl Goldsmith
	Name:	 	Carl Goldsmith
	Title:	 	Senior Port Folio Manager



  
 Joinder to
Amended and Restated Stockholder Rights Agreement 








 
			
	BEACH POINT TOTAL RETURN MASTER FUND, LP
	
	 By: Beach Point Capital Management LP
         As Investment Manager

		
	By:	 	/s/ Carl Goldsmith
	Name:	 	Carl Goldsmith
	Title:	 	Senior Port Folio Manager



  
 Joinder to
Amended and Restated Stockholder Rights Agreement 








 
			
	BPC OPPORTUNITIES FUND LP
	 By:  Beach Point Capital Management LP
         As Investment Manager

		
	By:	 	 /s/ Carl Goldsmith

	Name:	 	Carl Goldsmith
	Title:	 	Senior Port Folio Manager



  
 Joinder to
Amended and Restated Stockholder Rights Agreement 








 
					
	Brentwood CLO, Ltd.
		
	By	 	 Highland Capital Management, L.P.,
 As Collateral Manager

		 	By: Strand Advisors, Inc., Its General Partner
			
		 	By:	 	/s/ Jason Post
		 	Name:	 	Jason Post
		 	Title:	 	Operations Director



  
 Joinder to
Amended and Restated Stockholder Rights Agreement 








 
			
	Citadel Securities Trading LLC
		
	By:	 	/s/ Paul Vigilante
	Name:	 	Paul Vigilante
	Title:	 	Authorized Signatory



  
 Joinder to
Amended and Restated Stockholder Rights Agreement 








 
			
	Credit Suisse Securities (USA) LLC
		
	By:	 	/s/ Michael Wotanowski
	Name:	 	Michael Wotanowski
	Title:	 	Authorized Signatory



  
 Joinder to
Amended and Restated Stockholder Rights Agreement 








 
			
	Deutsche Bank AG Cayman Islands Branch
	By:	 	DB Services New Jersey, Inc.
		
	By:	 	/s/ Deirdre Cesario
	Name:	 	Deirdre Cesario
	Title:	 	Assistant Vice President


 
			
		
	By:	 	/s/ Angeline Quintana
		 	Angeline Quintana
		 	Assistant Vice President



  
 Joinder to
Amended and Restated Stockholder Rights Agreement 








 
			
	Eastland CLO, Ltd.
		
	By  	 	 Highland Capital Management, L.P., As Collateral Manager
 By: Strand Advisors, Inc., Its General Partner



 
			
		
	        By:	 	/s/ Jason Post
	        Name:	 	Jason Post
	        Title:	 	Operations Director


  

  
 Joinder to
Amended and Restated Stockholder Rights Agreement 









			
	EMPYREAN INVESTMENTS, LLC
		
	By:	 	/s/ Ryan Mayetani
	Name:	 	Ryan Mayetani
	Title:	 	Authorized Signatory



  
 Joinder to
Amended and Restated Stockholder Rights Agreement 








 
			
	Genesis CLO 2007-1 Ltd.
		
	By  	 	GLG Ore Hill LLC, its Collateral Manager


 
			
		
	        By:	 	/s/ Marshall E. Stearns
	        Name:	 	Marshall E. Stearns
	        Title:	 	Managing Director


  

  
 Joinder to
Amended and Restated Stockholder Rights Agreement 








  

			
	Gleneagles CLO Ltd.
		
	By  	 	 Highland Capital Management, L.P., As Collateral Manager
 By: Strand Advisors, Inc., Its General Partner



 
			
		
	        By:	 	/s/ Jason Post
	        Name:	 	Jason Post
	        Title:	 	Operations Director


  

  
 Joinder to
Amended and Restated Stockholder Rights Agreement 








 
			
	Grayson CLO, Ltd.
		
	By  	 	 Highland Capital Management, L.P. As Collateral Manager
 By: Strand Advisors, Inc., Its General Partner



 
			
		
	        By:	 	/s/ Jason Post
	        Name:	 	Jason Post
	        Title:	 	Operations Director


  

  
 Joinder to
Amended and Restated Stockholder Rights Agreement 








 
			
	Greenbriar CLO, LTD.
		
	By  	 	 Highland Capital Management, L.P., As Collateral Manager
 By: Strand Advisors, Inc., Its General Partner



 
			
		
	        By:	 	/s/ Jason Post
	        Name:	 	Jason Post
	        Title:	 	Operations Director


  

  
 Joinder to
Amended and Restated Stockholder Rights Agreement 








 
			
	 GRF MASTER FUND, L.P.
 BY: Anchorage Capital Group, L.L.C.
         Its Investment
Manager

		
	By:	 	/s/ Michael Aglialoro
	Name:	 	Michael Aglialoro
	Title:	 	Executive Vice President



  
 Joinder to
Amended and Restated Stockholder Rights Agreement 








 
			
	
		
	By:	 	/s/ David Martino
	Name:	 	David Martino
	Title:	 	Controller


 Halcyon Master Fund L.P. 
 Halcyon Structured Asset Management Long Secured/Short Unsecured CLO 2006-1 LTD. 
 Halcyon
Structured Asset Management Long Secured/Short Unsecured 2007-1 LTD. 
 Halcyon Structured Asset Management Long Secured/Short Unsecured 2007-3
LTD. 
 Halcyon Structured Asset Management Long Secured/Short Unsecured 2007-2 LTD. 
 Halcyon Loan Investors CLO I, LTD. 
 Halcyon Loan Investors CLO II, LTD. 

  
 Joinder to
Amended and Restated Stockholder Rights Agreement 








 
			
	Highland Credit Opportunities CDO, Ltd.
		
	By  	 	 Highland Capital Management, L.P., As Collateral Manager
 By: Strand Advisors, Inc., Its General Partner



 
			
		
	        By:	 	/s/ Jason Post
	        Name:	 	Jason Post
	        Title:	 	Operations Director


  

  
 Joinder to
Amended and Restated Stockholder Rights Agreement 








 
			
	Highland Credit Strategies Fund
		
	By:	 	/s/ Brian Mitts
	Name:	 	Brian Mitts
	Title:	 	Treasurer



  
 Joinder to
Amended and Restated Stockholder Rights Agreement 








 
			
	HIGHLAND FLOATING RATE OPPORTUNITIES FUND
		
	By:	 	/s/ Brian Mitts
	Name:	 	Brian Mitts
	Title:	 	Treasurer



  
 Joinder to
Amended and Restated Stockholder Rights Agreement 








  

			
	Highland Loan Funding V Ltd.
		
	By  	 	 Highland Capital Management, L.P., As Collateral Manager
 By: Strand Advisors, Inc., Its General Partner



 
			
		
	        By:	 	/s/ Jason Post
	        Name:	 	Jason Post
	        Title:	 	Operations Director


  

  
 Joinder to
Amended and Restated Stockholder Rights Agreement 









			
	Highland Offshore Partners, L.P.
		
	By  	 	 Highland Capital Management, L.P., As Collateral Manager
 By: Strand Advisors, Inc., Its General Partner



 
			
		
	        By:	 	/s/ Jason Post
	        Name:	 	Jason Post
	        Title:	 	Operations Director


  

  
 Joinder to
Amended and Restated Stockholder Rights Agreement 









			
	Highland Park CDO I LTD
		
	By  	 	 Highland Capital Management, L.P., as HP CDO I Collateral Servicer
 By: Strand Advisors, Inc., as its General Partner



 
			
		
	        By:	 	/s/ Jason Post
	        Name:	 	Jason Post
	        Title:	 	Operations Director



  
 Joinder to
Amended and Restated Stockholder Rights Agreement 









			
	Jasper CLO Ltd.
		
	By  	 	 Highland Capital Management L.P., As Collateral Manager
 By: Strand Advisors, Inc., Its General Partner



 
			
		
	        By:	 	/s/ Jason Post
	        Name:	 	Jason Post
	        Title:	 	Operations Director



  
 Joinder to
Amended and Restated Stockholder Rights Agreement 









			
	Liberty CLO, Ltd.
		
	By  	 	 Highland Capital Management L.P., As Collateral Manager
 By: Strand Advisors, Inc., Its General Partner



 
			
		
	        By:	 	/s/ Jason Post
	        Name:	 	Jason Post
	        Title:	 	Operations Director



  
 Joinder to
Amended and Restated Stockholder Rights Agreement 









			
	Loan Funding VII LLC
		
	By  	 	 Highland Capital Management, L.P., As Collateral Manager
 By: Strand Advisors, Inc., Its General Partner



 
			
		
	        By:	 	/s/ Jason Post
	        Name:	 	Jason Post
	        Title:	 	Operations Director



  
 Joinder to
Amended and Restated Stockholder Rights Agreement 









			
	Longhorn Credit Funding, LLC
		
	By  	 	 Highland Capital Management, L.P., As Collateral Manager
 By: Strand Advisors, Inc., Its General Partner



  

			
	        By:	 	/s/ Jason Post
	        Name:	 	Jason Post
	        Title:	 	Operations Director



  
 Joinder to
Amended and Restated Stockholder Rights Agreement 









			
	Midtown Acquisitions L.P.
		
	By:  	 	Midtown Acquisitions G.P. LLC


  

			
	        By:	 	/s/ Tony Yoseloff
	        Name:	 	Tony Yoseloff
	        Title:	 	Manager



  
 Joinder to
Amended and Restated Stockholder Rights Agreement 








 
			
	 PCI FUND, L.L.C.
  

By: Anchorage Capital Group, L.L.C.

        Its Investment Manager

		
	By:	 	/s/ Michael Aglialoro
	Name:	 	Michael Aglialoro
	Title:	 	Executive Vice President



  
 Joinder to
Amended and Restated Stockholder Rights Agreement 








 
			
	POST AGGRESSIVE CREDIT MASTER FUND, LP
	
	 By:  Beach Point Capital Management LP
         As Investment Manager

		
	By:	 	/s/ Carl Goldsmith
	Name:	 	Carl Goldsmith
	Title:	 	Senior Port Folio Manager



  
 Joinder to
Amended and Restated Stockholder Rights Agreement 








 
					
	Red River CLO, Ltd
		
	By	 	Highland Capital Management, L.P. As Collateral Manager
		 	By: Strand Advisors, Inc., Its General Partner
			
		 	By:	 	/s/ Jason Post
		 	Name:	 	Jason Post
		 	Title:	 	Operations Director



  
 Joinder to
Amended and Restated Stockholder Rights Agreement 








 
					
	Rockwall CDO II Ltd.
		
	By	 	 Highland Capital Management, L.P.,
 As Collateral Manager

		 	By: Strand Advisors, Inc., Its General Partner
			
		 	By:	 	/s/ Jason Post
		 	Name:	 	Jason Post
		 	Title:	 	Operations Director



  
 Joinder to
Amended and Restated Stockholder Rights Agreement 








 
					
	Rockwall CDO LTD
		
	By	 	 Highland Capital Management, L.P.,
 As Collateral Manager

		 	By: Strand Advisors, Inc., Its General Partner
			
		 	By:	 	 /s/ Jason Post

		 		 	Name: Jason Post
		 		 	Title: Operations Director



  
 Joinder to
Amended and Restated Stockholder Rights Agreement 








 
			
	ROYAL MAIL PENSION PLAN
		
	By:	 	 Beach Point Capital Management LP
 As Investment Manager

		
	By:	 	/s/ Carl Goldsmith
		 	  

	Name:	 	Carl Goldsmith
	Title:	 	Senior Port Folio Manager



  
 Joinder to
Amended and Restated Stockholder Rights Agreement 








 
			
	Shinnecock CLO 2006-1, LTD.
		
	By:	 	/s/ John Hall
		 	  

	Name:	 	John Hall
	Title:	 	Authorized Signatory



  
 Joinder to
Amended and Restated Stockholder Rights Agreement 








 
			
	Southfork CLO, Ltd.
		
	By	 	 Highland Capital Management, L.P., As Collateral Manager
 By: Strand Advisors, Inc., Its General Partner

		
	By:	 	/s/ Jason Post
		 	  

		 	Name: Jason Post
		 	Title: Operations Director



  
 Joinder to
Amended and Restated Stockholder Rights Agreement 








 
			
	Stratford CLO, Ltd.
		
	By  	 	 Highland Capital Management, L.P. As Collateral Manager
 By: Strand Advisors, Inc., Its General Partner



  

			
	        By:	 	/s/ Jason Post
	        Name:	 	Jason Post
	        Title:	 	Operations Director



  
 Joinder to
Amended and Restated Stockholder Rights Agreement 








 
			
	THE ROYAL BANK OF SCOTLAND PLC
	By:	 	RBS Securities Inc., its agent
		
	By:	 	/s/ Suzanne Glossoti
	Name:	 	Suzanne Glossoti
	Title:	 	Authorized Signatory



  
 Joinder to
Amended and Restated Stockholder Rights Agreement 








 
			
	Thracia, LLC.
	By:	 	P. Schoenfeld Asset Management
		
	By:	 	/s/ Dhananjay Pai, CFO
	Name:	 	Dhananjay Pai, CFO
	Title:	 	



  
 Joinder to
Amended and Restated Stockholder Rights Agreement 








 
			
	VIRGINIA RETIREMENT SYSTEM
	By:	 	Beach Point Capital Management LP
	            As Investment Manager
		
	By:	 	/s/ Carl Goldsmith
	Name:	 	Carl Goldsmith
	Title:	 	Senior Port Folio Manager



  
 Joinder to
Amended and Restated Stockholder Rights Agreement 









			
	Westchester CLO, Ltd.
		
	By  	 	 Highland Capital Management, L.P.
 As Collateral Manager
 By: Strand Advisors, Inc., Its General Partner



  

			
	        By:	 	/s/ Jason Post
	        Name:	 	Jason Post
	        Title:	 	Operations Director



  
 Joinder to
Amended and Restated Stockholder Rights Agreement 









			
	Accepted and agreed as of July 8, 2011
	  
 REDFORD HOLDCO, LLC

		
	By:	 	/s/ Michael A. Bender
	Name:	 	Michael A. Bender
	Title:	 	Chief Financial Officer

  

			
	
	 SPIRIT FINANCE CORPORATION

		
	By:	 	/s/ Michael A. Bender
	Name:	 	Michael A. Bender
	Title:	 	Chief Financial Officer


  
 Joinder to
Amended and Restated Stockholder Rights Agreement