EX-4.11



 Exhibit 4.11 

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: 







 (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	  	Initial Class	 	  	 	 	 	Rating	 	CUSIP	 	  	CUSIP	 	  	CUSIP
	Designation	  	Principal Balance	 	  	Note Rate	 	 	(S&P)	 	(144A)	 	  	(Regulation S)	 	  	(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. 

  
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 (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. 

  
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 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] 

  
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 IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed by their
duly authorized officers and delivered as of the day and year first above written. 
  

			
	SPIRIT MASTER FUNDING, LLC
		
	By:	 	Spirit SPE Manager, LLC,
		 	a Delaware limited liability company
		
	Its:	 	Manager
		
	By:	 	 /s/ Phillip D. Joseph, Jr.

		 	Name: Phillip D. Joseph, Jr.
		 	Title: Executive Vice President, Chief Financial
		 	Officer and Treasurer
	
	SPIRIT MASTER FUNDING II, LLC
		
	By:	 	Spirit SPE Manager, LLC,
		 	a Delaware limited liability company
		
	Its:	 	Manager
		
	By:	 	 /s/ Phillip D. Joseph, Jr.

		 	Name: Phillip D. Joseph, Jr.
		 	Title: Executive Vice President, Chief Financial
		 	Officer and Treasurer
	
	SPIRIT MASTER FUNDING III, LLC
		
	By:	 	Spirit SPE Manager, LLC,
		 	a Delaware limited liability company
		
	Its:	 	Manager
		
	By:	 	 /s/ Phillip D. Joseph, Jr.

		 	Name: Phillip D. Joseph, Jr.
		 	Title: Executive Vice President, Chief Financial
		 	Officer and Treasurer


 [Signature Page to Amendment No. 1 to 2017-1 Series
Supplement] 







 
			
	SPIRIT MASTER FUNDING VI, LLC
		
	By:	 	Spirit SPE Manager, LLC,
		 	a Delaware limited liability company
		
	Its:	 	Manager
		
	By:	 	 /s/ Phillip D. Joseph, Jr.

		 	Name: Phillip D. Joseph, Jr.
		 	Title: Executive Vice President, Chief Financial
		 	Officer and Treasurer
	
	SPIRIT MASTER FUNDING VIII, LLC
		
	By:	 	Spirit SPE Manager, LLC,
		 	a Delaware limited liability company
		
	Its:	 	Manager
		
	By:	 	 /s/ Phillip D. Joseph, Jr.

		 	Name: Phillip D. Joseph, Jr.
		 	Title: Executive Vice President, Chief Financial
		 	Officer and Treasurer


 [Signature Page to Amendment No. 1 to 2017-1 Series
Supplement] 







 
			
	CITIBANK, N.A., not in its individual capacity but solely as Indenture Trustee
		
	By:	 	 /s/ John Hannon

	Name:	 	John Hannon
	Title:	 	Senior Trust Officer


 [Signature Page to Amendment No. 1 to 2017-1 Series
Supplement] 








			
	The foregoing Amendment is consented to by Credit Suisse Securities (USA) LLC, as Noteholder or beneficial owner of 95% of the Aggregate Series Principal Balance of the Series
2017-1 Notes:

  

			
	CREDIT SUISSE SECURITIES (USA) LLC
		
	 By:
	 	 /s/ Maura Miraglia

		 	Name: Maura Miraglia
		 	Title: Director

 [Signature Page to Amendment No. 1 to 2017-1 Series Supplement] 








			
	The foregoing Amendment is consented to by Spirit Realty, L.P., as Noteholder or beneficial owner of 5% of the Aggregate Series Principal Balance of the Series 2017-1
Notes:
	
	SPIRIT REALTY, L.P.

  

			
	By:	 	Spirit General OP Holdings, LLC, a Delaware limited liability company
	Its:	 	General Partner
		
	By:	 	 /s/ Phillip D. Joseph, Jr.

		 	Name: Phillip D. Joseph, Jr.
		 	Title: Executive Vice President, Chief
		 	Financial Officer and Treasurer

 [Signature Page to Amendment No. 1 to 2017-1 Series Supplement]