Spirit Realty Capital, Inc.
September 16, 2019
Page 2
(e) The Certificate of Formation of the General Partner, dated May 18, 2012 (the “General Partner Certificate”), as filed in the office of the Secretary of State on May 18, 2012;
(f) The Limited Liability Company Agreement of the General Partner, dated as of May 18, 2012, executed by Spirit Realty Capital, as the member;
(g) The Amended and Restated Limited Liability Company Agreement of the General Partner, dated as of August 1, 2013, executed by Spirit Realty Capital, as the member, and the General Partner;
(h) The Second Amended and Restated Limited Liability Company Agreement of the General Partner, dated as of March 25, 2015 (the “General Partner Agreement”), executed by Spirit Realty Capital, as the member, and the General Partner;
(i) The Unanimous Consent of the Board of Managers of the General Partner, dated as of September 6, 2019 (the “General Partner Consent”), and the Unanimous Written Consent of the Board of Managers of the General Partner, dated as of September 9, 2019 (together with the General Partner Consent, the “General Partner Resolutions”);
(j) An Incumbency Certificate for the General Partner, dated as of September 16, 2019;
(k) The Registration Statement on FormS-3 (the “Registration Statement”), filed by the Partnership and others with the Securities and Exchange Commission on September 25, 2017, relating to,interalia, the registration by the Partnership of debt securities to be issued by it;
(l) The Prospectus, dated September 25, 2017 (the “Base Prospectus”);
(m) The Prospectus Supplement, dated September 9, 2019 (together with the Base Prospectus, the “Prospectus”);
(n) The Indenture, dated as of August 18, 2016 (the “Base Indenture”), between the Partnership and U.S. Bank National Association;
(o) The Third Supplemental Indenture, dated as of September 16, 2019 (the “Third Supplemental Indenture”), between the Partnership, Spirit Realty Capital and U.S. Bank National Association;
(p) The Fourth Supplemental Indenture, dated as of September 16, 2019 (the “Fourth Supplemental Indenture”), between the Partnership, Spirit Realty Capital and U.S. Bank National Association;
(q) The Global Note representing 3.200% Senior Notes Due 2027, dated September 16, 2019, by the Partnership (the “2027 Debt Securities”);