FORTRESS TRANSPORTATION AND INFRASTRUCTURE INVESTORS LLC, THE GUARANTORS PARTY HERETO and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as Trustee INDENTURE Dated as of April 11, 2024 7.000% SENIOR NOTES DUE 2031Indenture • April 11th, 2024 • FTAI Aviation Ltd. • Services-miscellaneous equipment rental & leasing • New York
INDENTURE, dated as of April 11, 2024, among Fortress Transportation and Infrastructure Investors LLC, a Delaware limited liability company (the “Issuer”), FTAI Aviation Ltd., a Cayman Islands exempted company (the “Parent Guarantor”) and U.S. Bank Trust Company, National Association, as Trustee.
FORTRESS TRANSPORTATION AND INFRASTRUCTURE INVESTORS LLC and U.S. BANK NATIONAL ASSOCIATION, as TrusteeFortress Transportation & Infrastructure Investors LLC • April 12th, 2021 • Services-miscellaneous equipment rental & leasing • New York
INDENTURE, dated as of April 12, 2021, between Fortress Transportation and Infrastructure Investors LLC, a Delaware limited liability company (the “Issuer”), and U.S. Bank National Association, as Trustee.
FORTRESS TRANSPORTATION AND INFRASTRUCTURE INVESTORS LLC, THE GUARANTORS PARTY HERETO and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as TrusteeSupplemental Indenture • November 22nd, 2023 • FTAI Aviation Ltd. • Services-miscellaneous equipment rental & leasing • New York
INDENTURE, dated as of November 21, 2023, among Fortress Transportation and Infrastructure Investors LLC, a Delaware limited liability company (the “Issuer”), FTAI Aviation Ltd., a Cayman Islands exempted company (the “Parent Guarantor”) and U.S. Bank Trust Company, National Association, as Trustee.
INDEMNIFICATION AGREEMENTIndemnification Agreement • May 1st, 2015 • Fortress Transportation & Infrastructure Investors LLC • Services-miscellaneous equipment rental & leasing • Delaware
AGREEMENT, dated as of [ ], 2015 (this “Agreement”), between Fortress Transportation and Infrastructure Investors LLC, a Delaware limited liability company (the “Company”), and [ ] (“Indemnitee”).
FORTRESS TRANSPORTATION AND INFRASTRUCTURE INVESTORS LLC Common Shares UNDERWRITING AGREEMENTUnderwriting Agreement • May 11th, 2015 • Fortress Transportation & Infrastructure Investors LLC • Services-miscellaneous equipment rental & leasing • New York
Fortress Transportation and Infrastructure Investors LLC, a Delaware limited liability company (the “Company”), proposes to sell [ ] of the Company’s common shares (the “Firm Shares”), representing limited liability company interests of the Company (the “Common Shares”). In addition, the Company proposes to grant to the underwriters (the “Underwriters”) named in Schedule I attached to this agreement (this “Agreement”) an option to purchase up to [ ] additional Common Shares on the terms set forth in Section 2 (the “Option Shares”). The Firm Shares and the Option Shares, if purchased, are hereinafter collectively called the “Shares”. This Agreement is to confirm the agreement concerning the purchase of the Shares from the Company by the Underwriters.
CREDIT AGREEMENTCredit Agreement • January 27th, 2017 • Fortress Transportation & Infrastructure Investors LLC • Services-miscellaneous equipment rental & leasing • New York
CREDIT AGREEMENT, dated as of January 23, 2017 among FORTRESS TRANSPORTATION AND INFRASTRUCTURE INVESTORS LLC, a Delaware limited liability company (“Holdings”), FORTRESS WORLDWIDE TRANSPORTATION AND INFRASTRUCTURE GENERAL PARTNERSHIP, a Delaware general partnership (“IntermediateCo”), WWTAI FINANCE LTD., an exempted company incorporated with limited liability under the laws of Bermuda (the “Borrower”), the Subsidiary Guarantors (as defined in Section 1.1) from time to time party hereto, the several banks and other financial institutions or entities from time to time party hereto (the “Lenders”) and MORGAN STANLEY SENIOR FUNDING, INC. (“Morgan Stanley”), as administrative agent (in such capacity, together with any successor appointed in accordance with Section 8.6, the “Administrative Agent”).
UNDERWRITING AGREEMENTUnderwriting Agreement • January 17th, 2018 • Fortress Transportation & Infrastructure Investors LLC • Services-miscellaneous equipment rental & leasing • New York
AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF FORTRESS TRANSPORTATION AND INFRASTRUCTURE INVESTORS LLCLimited Liability Company Agreement • May 22nd, 2015 • Fortress Transportation & Infrastructure Investors LLC • Services-miscellaneous equipment rental & leasing • Delaware
This AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF FORTRESS TRANSPORTATION AND INFRASTRUCTURE INVESTORS LLC, is dated as of May 20, 2015. Capitalized terms used herein without definition shall have the respective meanings ascribed thereto in Section 1.1.
CREDIT AGREEMENT among FORTRESS TRANSPORTATION AND INFRASTRUCTURE INVESTORS LLC, as the Borrower, The Guarantors from time to time party hereto, The Several Lenders from time to time party hereto and MORGAN STANLEY SENIOR FUNDING, INC., as...Credit Agreement • July 29th, 2021 • Fortress Transportation & Infrastructure Investors LLC • Services-miscellaneous equipment rental & leasing • New York
CREDIT AGREEMENT, dated as of July 28, 2021 among FORTRESS TRANSPORTATION AND INFRASTRUCTURE INVESTORS LLC, a Delaware limited liability company (together with any successor thereto, the “Borrower”), the Guarantors from time to time party hereto, the several banks and other financial institutions or entities from time to time party hereto (the “Lenders”) and MORGAN STANLEY SENIOR FUNDING, INC. (“Morgan Stanley”), as administrative agent (in such capacity, together with any successor appointed in accordance with Section 8.6, the “Administrative Agent”).
MANAGEMENT AND ADVISORY AGREEMENT dated as of May 20, 2015 between FORTRESS TRANSPORTATION AND INFRASTRUCTURE INVESTORS LLC and FIG LLCManagement and Advisory Agreement • May 22nd, 2015 • Fortress Transportation & Infrastructure Investors LLC • Services-miscellaneous equipment rental & leasing • New York
THIS MANAGEMENT AND ADVISORY AGREEMENT, is made as of May 20, 2015 (the “Agreement”) by and among FORTRESS TRANSPORTATION AND INFRASTRUCTURE INVESTORS LLC, a Delaware limited liability company (the “Company”), and FIG LLC, a Delaware limited liability company (together with its permitted assignees, the “Manager”).
SECOND AMENDED & RESTATED CREDIT AGREEMENT among FORTRESS TRANSPORTATION AND INFRASTRUCTURE INVESTORS LLC, as the Borrower, The Several Lenders and Issuing Banks from Time to Time Party Hereto and JPMORGAN CHASE BANK, N.A., as Administrative Agent,...Credit Agreement • September 21st, 2022 • Fortress Transportation & Infrastructure Investors LLC • Services-miscellaneous equipment rental & leasing • New York
SECOND AMENDED AND RESTATED CREDIT AGREEMENT, dated as of September 20, 2022 among FORTRESS TRANSPORTATION AND INFRASTRUCTURE INVESTORS LLC, a Delaware limited liability company (the “Borrower”), the Lenders (as defined herein), the Issuing Banks (as defined herein) and JPMORGAN CHASE BANK, N.A., as administrative agent (in such capacity, together with any successor appointed in accordance with Section 8.6, the “Administrative Agent”).
REGISTRATION RIGHTS AGREEMENT dated as of May 20, 2015 among FORTRESS TRANSPORTATION AND INFRASTRUCTURE INVESTORS LLC and THE SHAREHOLDERS SET FORTH ON THE SIGNATURE PAGES HERETORegistration Rights Agreement • May 22nd, 2015 • Fortress Transportation & Infrastructure Investors LLC • Services-miscellaneous equipment rental & leasing • Delaware
REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of May 20, 2015, is made by and among the Initial Shareholders (as defined herein) and Fortress Transportation and Infrastructure Investors LLC, a Delaware limited liability company (including its successors and assigns, the “Company”).
INVESTORS’ RIGHTS AGREEMENTInvestors’ Rights Agreement • July 1st, 2022 • Fortress Transportation & Infrastructure Investors LLC • Services-miscellaneous equipment rental & leasing • Delaware
This INVESTORS’ RIGHTS AGREEMENT (this “Agreement”), dated as of [●], 2022, is made by and among FTAI Infrastructure Inc., a Delaware corporation (the “Company”), each of the Parties listed on Exhibit A hereto from time to time as an “Investor” and any Transferees who become party hereto in accordance with this Agreement (each, an “Investor” and, collectively, the “Investors” and, together with the Company, the “Parties”). Capitalized terms used in this Agreement and not otherwise defined shall have the meanings specified in Section 6.1.
FOURTH AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF FORTRESS TRANSPORTATION AND INFRASTRUCTURE INVESTORS LLCLimited Liability Company Agreement • March 25th, 2021 • Fortress Transportation & Infrastructure Investors LLC • Services-miscellaneous equipment rental & leasing • Delaware
This FOURTH AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF FORTRESS TRANSPORTATION AND INFRASTRUCTURE INVESTORS LLC, is dated as of March 25, 2021. Capitalized terms used herein without definition shall have the respective meanings ascribed thereto in Section 1.1.
SEPARATION AND DISTRIBUTION AGREEMENT by and between FORTRESS TRANSPORTATION & INFRASTRUCTURE INVESTORS LLC and FTAI INFRASTRUCTURE INC. dated as of August 1, 2022Separation and Distribution Agreement • August 1st, 2022 • Fortress Transportation & Infrastructure Investors LLC • Services-miscellaneous equipment rental & leasing • New York
This SEPARATION AND DISTRIBUTION AGREEMENT (this “Agreement”) is entered into as of August 1, 2022, by and between Fortress Transportation and Infrastructure Investors LLC, a Delaware limited liability company (“FTAI”), and FTAI Infrastructure Inc., a Delaware corporation (“FTAI Infrastructure”). FTAI and FTAI Infrastructure are sometimes referred to herein individually as a “Party,” and collectively as the “Parties.” Capitalized terms used but not otherwise defined herein shall have the respective meanings set forth or referenced in Section 1.1.
TRADEMARK LICENSE AGREEMENTTrademark License Agreement • August 1st, 2022 • Fortress Transportation & Infrastructure Investors LLC • Services-miscellaneous equipment rental & leasing • New York
This TRADEMARK LICENSE AGREEMENT (this “Agreement”) is entered into as of August 1, 2022 (the “Effective Date”), by and between Fortress Transportation and Infrastructure Investors LLC, a Delaware limited liability company (“Licensor”), and FTAI Infrastructure Inc., a Delaware corporation (“Licensee”). Licensor and Licensee are sometimes referred to herein individually as a “Party,” and collectively as the “Parties.” Capitalized terms used but not otherwise defined herein shall have the respective meanings set forth or referenced in Section 1.
SUBSCRIPTION AGREEMENTSubscription Agreement • July 1st, 2022 • Fortress Transportation & Infrastructure Investors LLC • Services-miscellaneous equipment rental & leasing • Delaware
This SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is entered into on June 30, 2022 by and between FTAI Infrastructure LLC, a Delaware limited liability company (the “Company”), a majority-owned subsidiary of Fortress Transportation & Infrastructure Investors LLC (“Parent”), Transtar, LLC, a Delaware limited liability company (“Transtar”), and the subscriber party set forth on such subscriber’s signature page hereto (“Subscriber”). Capitalized terms used but not defined herein shall have the meanings set forth in the Certificate of Designations (as defined below).
FEE AND SUPPORT AGREEMENTFee and Support Agreement • April 29th, 2016 • Fortress Transportation & Infrastructure Investors LLC • Services-miscellaneous equipment rental & leasing • New York
THIS FEE AND SUPPORT AGREEMENT (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”), is entered into as of March 7, 2016, by and among FTAI Energy Partners LLC, a Delaware limited liability company (“FTAI Energy”), Jefferson Railport Terminal II, LLC, a Delaware limited liability company (“Jefferson Railport”), FTAI Energy Holdings LLC, a Delaware limited liability company (“Blocker”) and FEP Terminal Holdings LLC, a Delaware Limited Liability Company (“FEP”).
ContractFirst Supplemental Indenture • July 25th, 2022 • Fortress Transportation & Infrastructure Investors LLC • Services-miscellaneous equipment rental & leasing • New York
MEMBERSHIP INTEREST PURCHASE AGREEMENTMembership Interest Purchase Agreement • June 8th, 2021 • Fortress Transportation & Infrastructure Investors LLC • Services-miscellaneous equipment rental & leasing • New York
MEMBERSHIP INTEREST PURCHASE AGREEMENT (together with the exhibits and schedules hereto and as this Agreement and any of the foregoing may be amended from time to time in accordance with its terms, this “Agreement”) dated as of June 7, 2021 by and between Percy Acquisition LLC, a Delaware limited liability company (“Buyer”), and United States Steel Corporation, a Delaware corporation (“Seller”), relating to the purchase and sale of 100% of the equity interests of Transtar, LLC, a Delaware limited liability company (the “Company”). Each of Seller and Buyer may be referred to herein as a “Party” and collectively the “Parties”.
STANDBY BOND PURCHASE AGREEMENT among PORT OF BEAUMONT NAVIGATION DISTRICT OF JEFFERSON COUNTY, TEXAS, THE BANK OF NEW YORK MELLON TRUST COMPANY, NATIONAL ASSOCIATION, JEFFERSON RAILPORT TERMINAL II LLC and JEFFERSON RAILPORT TERMINAL II HOLDINGS LLC...Bond Purchase Agreement • March 10th, 2016 • Fortress Transportation & Infrastructure Investors LLC • Services-miscellaneous equipment rental & leasing • Texas
This STANDBY BOND PURCHASE AGREEMENT (this “Agreement”) is dated as of February 1, 2016, by and among the PORT OF BEAUMONT NAVIGATION DISTRICT OF JEFFERSON COUNTY, TEXAS (the “District”), a political subdivision of the State of Texas, THE BANK OF NEW YORK MELLON TRUST COMPANY, NATIONAL ASSOCIATION, a national banking association duly organized and existing under the laws of the United States of America, as trustee under the Indenture referred to below (the “Trustee”), JEFFERSON RAILPORT TERMINAL II LLC, a limited liability company organized under the laws of the State of Delaware (“Jefferson Railport”), and JEFFERSON RAILPORT TERMINAL II HOLDINGS LLC, a limited liability company organized under the laws of the State of Delaware (“Jefferson Holdings”). Jefferson Railport and Jefferson Holdings are sometimes referred to herein individually as a “Purchaser” and together as the “Purchasers.” All capitalized terms used herein and not otherwise defined, including in the recitals hereto, shal
FTAI INFRA ESCROW HOLDINGS, LLC (whose obligations are to be assumed by FTAI Infrastructure Inc.) and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as Trustee and as Notes Collateral Agent INDENTURE Dated as of July 7, 2022 10.500% SENIOR SECURED...Junior Priority Intercreditor Agreement • July 7th, 2022 • Fortress Transportation & Infrastructure Investors LLC • Services-miscellaneous equipment rental & leasing • New York
INDENTURE, dated as of July 7, 2022, between FTAI Infra Escrow Holdings, LLC (the “Escrow Issuer”), a Delaware limited liability company (whose obligations are to be assumed by FTAI Infrastructure, as hereinafter defined), and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”) and as collateral agent (the “Notes Collateral Agent”).
FOURTH AMENDED AND RESTATED PARTNERSHIP AGREEMENT of FORTRESS WORLDWIDE TRANSPORTATION AND INFRASTRUCTURE GENERAL PARTNERSHIP Dated as of May 20, 2015Partnership Agreement • May 22nd, 2015 • Fortress Transportation & Infrastructure Investors LLC • Services-miscellaneous equipment rental & leasing • Delaware
This FOURTH AMENDED AND RESTATED PARTNERSHIP AGREEMENT of Fortress Worldwide Transportation and Infrastructure General Partnership, a Delaware partnership (the “Partnership”), is made as of the 20th day of May, 2015, by and among Fortress Worldwide Transportation and Infrastructure Master GP LLC, a Delaware limited liability company, as the Fortress Partner (as defined below), Fortress Transportation and Infrastructure Investors LLC, a Delaware limited liability company (the “Operating Partner”), and each Person admitted as a partner following the date hereof in accordance with the terms of this Agreement (each of the foregoing, a “Partner” and, collectively, the “Partners”), and has been executed for the purpose of continuing the Partnership pursuant to the provisions of the Partnership Act (as defined below) and on the terms set out herein.
AGREEMENT AND PLAN OF MERGER by and among SOO LINE CORPORATION, BLACK BEAR ACQUISITION LLC, RAILROAD ACQUISITION HOLDINGS LLC, and FORTRESS WORLDWIDE TRANSPORTATION AND INFRASTRUCTURE GENERAL PARTNERSHIP (solely in its capacity as the Seller...Agreement and Plan of Merger • January 6th, 2020 • Fortress Transportation & Infrastructure Investors LLC • Services-miscellaneous equipment rental & leasing • Delaware
This AGREEMENT AND PLAN OF MERGER (this “Agreement”) dated as of November 19, 2019, is by and among SOO LINE CORPORATION, a Minnesota corporation (“Parent”), BLACK BEAR ACQUISITION LLC, a Delaware limited liability company and a wholly owned subsidiary of Parent (“Merger Sub”), RAILROAD ACQUISITION HOLDINGS LLC, a Delaware limited liability company (the “Company”) and FORTRESS WORLDWIDE TRANSPORTATION AND INFRASTRUCTURE GENERAL PARTNERSHIP, a Delaware general partnership, solely in its capacity as the Seller Representative (as defined below) and only for the express purpose provided herein and no other purpose.
AMENDED AND RESTATED LEASE AND DEVELOPMENT AGREEMENT (FACILITIES LEASE)Lease and Development Agreement • May 1st, 2020 • Fortress Transportation & Infrastructure Investors LLC • Services-miscellaneous equipment rental & leasing
This AMENDED AND RESTATED LEASE AND DEVELOPMENT AGREEMENT (this “Facilities Lease”) is made and entered into effective as of January 1, 2020 (the “Execution Date”), by and between the PORT OF BEAUMONT NAVIGATION DISTRICT OF JEFFERSON COUNTY, TEXAS (“Lessor”), a political subdivision of the State of Texas, and JEFFERSON 2020 BOND LESSEE LLC, a limited liability company organized under the laws of the State of Delaware (“Lessee”), each party herein acting by and through its duly authorized officers, and amends, restates and replaces in its entirety the Lease and Development Agreement made and entered into as of February 1, 2016, by and between the Lessor and the predecessor in interest to Lessee. All initially capitalized terms used, but not otherwise defined, herein shall have the respective meanings given to them in the Definitions Annex attached hereto.
ContractCredit Agreement • August 9th, 2019 • Fortress Transportation & Infrastructure Investors LLC • Services-miscellaneous equipment rental & leasing • New York
AMENDMENT NO. 3 dated as of August 6, 2019 (this “Amendment”), to the CREDIT AGREEMENT dated as of June 16, 2017 (as amended by Amendment No. 1, dated as of August 2, 2018, as further amended by Amendment No. 2, dated as of February 8, 2019, and as further amended, supplemented or otherwise modified prior to the date hereof, the “Credit Agreement”), among FORTRESS TRANSPORTATION AND INFRASTRUCTURE INVESTORS LLC, a Delaware limited liability company (the “Borrower”), each lender from time to time party thereto (each individually referred to therein as a “Lender” and collectively as “Lenders”) and JPMORGAN CHASE BANK, N.A., as administrative agent (in such capacity, the “Administrative Agent”).
ContractCredit Agreement • February 11th, 2019 • Fortress Transportation & Infrastructure Investors LLC • Services-miscellaneous equipment rental & leasing • New York
AMENDMENT NO. 2 dated as of February 8, 2019 (this “Amendment”), to the CREDIT AGREEMENT dated as of June 16, 2017 (as amended by Amendment No. 1, dated as of August 2, 2018, and as further amended, supplemented or otherwise modified prior to the date hereof, the “Credit Agreement”), among FORTRESS TRANSPORTATION AND INFRASTRUCTURE INVESTORS LLC, a Delaware limited liability company (the “Borrower”), each lender from time to time party thereto (each individually referred to therein as a “Lender” and collectively as “Lenders”) and JPMORGAN CHASE BANK, N.A., as administrative agent (in such capacity, the “Administrative Agent”).
LEASE AND DEVELOPMENT AGREEMENT (FACILITIES LEASE)Lease and Development Agreement • March 10th, 2016 • Fortress Transportation & Infrastructure Investors LLC • Services-miscellaneous equipment rental & leasing
This LEASE AND DEVELOPMENT AGREEMENT (this “Facilities Lease”) is made and entered into as of February 1, 2016 (the “Execution Date”), by and between the PORT OF BEAUMONT NAVIGATION DISTRICT OF JEFFERSON COUNTY, TEXAS (“Lessor”), a political subdivision of the State of Texas, and JEFFERSON RAILPORT TERMINAL II LLC, a limited liability company organized under the laws of the State of Delaware (“Lessee”), each party herein acting by and through its duly authorized officers.
AGREEMENT FOR THE PURCHASE AND SALE OF POWER GENERATIO EQUIPMENT AND RELATED SERVICES BY AND BETWEEN LONG RIDGE ENERGY GENERATION LLC AND GENERAL ELECTRIC COMPANY FOR THE HANNIBAL PORT POWER PROJECT DATED AS OF FEBRUARY 15, 2019Fortress Transportation & Infrastructure Investors LLC • May 3rd, 2019 • Services-miscellaneous equipment rental & leasing • Ohio
THIS AGREEMENT FOR THE PURCHASE AND SALE OF POWER GENERATION EQUIPMENT AND RELATED SERVICES (hereinafter, together with all Exhibits and amendments hereto, this “Agreement”) is made and entered into as of the 15th day of February, 2019 (the “Effective Date”) by and between General Electric Company, a corporation organized and existing under the laws of New York, with a place of business at 1 River Road, Schenectady, New York 12345 (“Supplier”), and Long Ridge Energy Generation LLC, a Delaware limited liability company (“Owner”). Supplier and Owner are referred to collectively as the “Parties” or singularly as a “Party”.
AMENDMENT NO. 2 TO SECOND AMENDED & RESTATED CREDIT AGREEMENTCredit Agreement • April 27th, 2023 • FTAI Aviation Ltd. • Services-miscellaneous equipment rental & leasing • New York
AMENDMENT NO. 2, dated as of April 10, 2023 (this “Amendment”), to the SECOND AMENDED & RESTATED CREDIT AGREEMENT, dated as of September 20, 2022 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time prior to the date hereof, the “Existing Credit Agreement” and, as amended by this Amendment, the “Amended Credit Agreement”), by and among FORTRESS TRANSPORTATION AND INFRASTRUCTURE INVESTORS LLC, a Delaware limited liability company (the “Borrower”), the lenders from time to time party thereto (the “Lenders”), the issuing banks from time to time party thereto and JPMorgan Chase Bank, N.A., as administrative agent (the “Administrative Agent”).
FIRST LIEN CREDIT AGREEMENT dated as of February 15, 2019 amongFirst Lien Credit Agreement • May 3rd, 2019 • Fortress Transportation & Infrastructure Investors LLC • Services-miscellaneous equipment rental & leasing • New York
This FIRST LIEN CREDIT AGREEMENT, dated as of February 15, 2019 (this “Agreement”), is entered into among OHIO RIVER PP HOLDCO LLC, a Delaware limited liability company (“Holdings”), LONG RIDGE ENERGY GENERATION LLC (formerly known as Ohio PowerCo LLC), a Delaware limited liability company (“PowerCo”), OHIO GASCO LLC, a Delaware limited liability company (“GasCo” and, together with PowerCo, the “Co-Borrowers”), THE LENDERS AND LC ISSUERS PARTY HERETO FROM TIME TO TIME and CORTLAND CAPITAL MARKET SERVICES LLC, as administrative agent for the Lenders referred to herein (together with its successors and permitted assigns in such capacity, “Administrative Agent”), with AMP CAPITAL INVESTORS LIMITED, as lead arranger and lead bookrunner (in such capacities, “Arranger”).
MANAGEMENT AND ADVISORY AGREEMENT dated as of July 31, 2022 among FORTRESS TRANSPORTATION AND INFRASTRUCTURE INVESTORS LLC, FTAI FINANCE HOLDCO LTD., and the SUBSIDIARIES that are parties hereto and FIG LLCManagement and Advisory Agreement • August 1st, 2022 • Fortress Transportation & Infrastructure Investors LLC • Services-miscellaneous equipment rental & leasing • New York
THIS MANAGEMENT AND ADVISORY AGREEMENT, is made as of July 31, 2022 (the “Agreement”) by and among (A) FORTRESS TRANSPORTATION AND INFRASTRUCTURE INVESTORS LLC, a Delaware limited liability company (the “Company”), (B) FTAI FINANCE HOLDCO LTD., a Cayman Islands exempted company, (C) each Subsidiary (as defined below) listed on Schedule A hereto, (D) each Subsidiary who shall hereafter become a party to this Agreement and executes an Additional Party Signature Page in the form attached hereto as Annex A, and (E) FIG LLC, a Delaware limited liability company (together with its permitted assignees, the “Manager”).
LEASEHOLD DEED OF TRUST AND SECURITY AGREEMENT From JEFFERSON RAILPORT TERMINAL II LLC as Grantor To CARLTON G. MORGAN as Deed of Trust Trustee for the benefit of THE BANK OF NEW YORK MELLON TRUST COMPANY, NATIONAL ASSOCIATION as Beneficiary...Trust and Security Agreement • March 10th, 2016 • Fortress Transportation & Infrastructure Investors LLC • Services-miscellaneous equipment rental & leasing
This LEASEHOLD DEED OF TRUST AND SECURITY AGREEMENT (this “Deed of Trust”) is dated as of March 7, 2016 (the “Effective Date”), by JEFFERSON RAILPORT TERMINAL II LLC, a Delaware limited liability company (the “Grantor”) having its chief executive office at c/o Jefferson Energy Companies, 9595 Six Pines Drive, Suite 6370, The Woodlands, TX 77380 in favor of CARLTON G. MORGAN, as trustee herein (hereinafter referred to in such capacity as “Deed of Trust Trustee”) having an address for notice at 601 Travis Street, Floor 16, Houston, Texas 77002 for the benefit of THE BANK OF NEW YORK MELLON TRUST COMPANY, NATIONAL ASSOCIATION, a national banking association, as trustee under the Indenture (defined below) (hereinafter referred to in such capacity as the “Beneficiary”), whose address for notice hereunder is 601 Travis Street, Floor 16, Houston, Texas 77002, Attention: Corporate Trust Department, for the benefit of Trustee (as defined in the Indenture) and the Holders of the Bonds (as define
ContractSecond Supplemental Indenture • August 23rd, 2017 • Fortress Transportation & Infrastructure Investors LLC • Services-miscellaneous equipment rental & leasing • New York
SECOND SUPPLEMENTAL INDENTURE, dated as of August 23, 2017 (the “Supplemental Indenture”), to the Indenture (as defined below), among Fortress Transportation and Infrastructure Investors LLC, a Delaware limited liability company (the “Issuer”), and U.S. Bank National Association, as Trustee (the “Trustee”).
SERVICES AND PROFIT SHARING AGREEMENT dated as of [●], 2022 between [NEWCO], FORTRESS TRANSPORTATION AND INFRASTRUCTURE INVESTORS LLC and FORTRESS WORLDWIDE TRANSPORTATION AND INFRASTRUCTURE MASTER GP LLCServices and Profit Sharing Agreement • August 1st, 2022 • Fortress Transportation & Infrastructure Investors LLC • Services-miscellaneous equipment rental & leasing • New York
THIS SERVICES AND PROFIT SHARING AGREEMENT, is made as of [●], 2022 (the “Agreement”) by and among [NEWCO], a Cayman Islands exempted company (the “Company”), Fortress Transportation and Infrastructure Investors LLC (“FTAI LLC”), and Fortress Worldwide Transportation and Infrastructure Master GP LLC, a Delaware limited liability company (together with its permitted assignees, the “GP”, and together with FTAI LLC, as defined below, the “Partners”).
