Fortress Net Lease REIT Sample Contracts
CREDIT AGREEMENT Dated as of August 13, 2024 among FNLR OP LP, as the Borrower, FORTRESS NET LEASE REIT and CERTAIN SUBSIDIARIES OF FNLR OP LP FROM TIME TO TIME PARTY HERETO, as Guarantors BANK OF AMERICA, N.A., as Administrative Agent and an L/C...Credit Agreement • August 14th, 2024 • Fortress Net Lease REIT • Real estate investment trusts • New York
This CREDIT AGREEMENT (“Agreement”) is entered into as of August 13, 2024, among FNLR OP LP, a Delaware limited partnership (the “Borrower”), FORTRESS NET LEASE REIT, a Maryland statutory trust (the “Parent”), and certain subsidiaries of the Borrower from time to time party hereto, as Guarantors, each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), BANK OF AMERICA, N.A., as Administrative Agent and an L/C Issuer, and the other L/C Issuers from time to time party hereto.
DEALER MANAGER AGREEMENTDealer Manager Agreement • April 15th, 2025 • Fortress Net Lease REIT • Real estate investment trusts • New York
This Dealer Manager Agreement (this “Agreement”) is hereby entered into as of April 11, 2025, by and among Fortress Net Lease REIT, a Maryland statutory trust (the “Company”), FNLR Management LLC, a Delaware limited liability company and an affiliate of FIG LLC (“Fortress”) (the “Adviser”), and Fortress Wealth Solutions LLC, a Delaware limited liability company and an affiliate of Fortress, as the managing dealer (the “Dealer Manager”). This Agreement amends and restates in its entirety that certain Second Amended and Restated Dealer Manager Agreement (the “Prior Dealer Manager Agreement”), dated as of November 15, 2024, by and among the Company, the Adviser, and Independent Brokerage Solutions LLC, a New York limited liability company (the “Prior Dealer Manager”), which in turn amended, restated and replaced in its entirety that certain Amended and Restated Dealer Manager Agreement, dated as of September 27, 2023, by and among the Company, the Adviser, and the Prior Dealer Manager, wh
FORTRESS NET LEASE REIT FORM OF PARTICIPATING BROKER-DEALER AGREEMENT [DATE]Participating Broker-Dealer Agreement • April 15th, 2025 • Fortress Net Lease REIT • Real estate investment trusts • New York
In consideration of the Company allowing Participating Broker-Dealer and Participating Broker-Dealer’s clients to authorize certain account-related transactions and/or requests, in whole or in part, by Electronic Signature (as such term is defined in Section 19 hereof), and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Participating Broker-Dealer does hereby, for itself and its successors and permitted assigns, covenant and agree:
LOAN AGREEMENT by and among FNLR PRINT LLC, Delaware limited liability company as Borrower, and BANK OF AMERICA, N.A., a national banking association as Administrative Agent and The Other Financial Institutions Party Hereto Dated as of December 23,...Loan Agreement • March 26th, 2026 • Fortress Net Lease REIT • Real estate investment trusts • New York
SECOND AMENDED AND RESTATED MANAGEMENT AGREEMENT AMONG FORTRESS NET LEASE REIT, FNLR OP LP, AND FNLR MANAGEMENT LLCManagement Agreement • November 20th, 2024 • Fortress Net Lease REIT • Real estate investment trusts • New York
THIS SECOND AMENDED AND RESTATED MANAGEMENT AGREEMENT (this “Agreement”), dated as of the 15th day of November, 2024 (the “Effective Date”), is by and among Fortress Net Lease REIT, a Maryland statutory trust (the “Company”), FNLR OP LP, a Delaware limited partnership (the “Operating Partnership”), and FNLR Management LLC, a Delaware limited liability company (the “Adviser”), and hereby amends and restates the Amended and Restated Management Agreement dated as of September 27, 2023 in its entirety. Capitalized terms used herein shall have the meanings ascribed to them in Section 1 below.
THIRD AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT OF FNLR OP LP A DELAWARE LIMITED PARTNERSHIP November 15, 2024Limited Partnership Agreement • November 20th, 2024 • Fortress Net Lease REIT • Real estate investment trusts • Delaware
This THIRD AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT of FNLR OP LP, a Delaware limited partnership (the “Partnership”), is made this 15th day of November, 2024, by and among FNLR GP LLC, a Delaware limited liability company as general partner (the “General Partner”), FNLR SLP LLC, a Delaware limited partnership (the “Special Limited Partner”), and the Limited Partners party hereto from time to time.
FORTRESS NET LEASE REIT INDEMNIFICATION AGREEMENTIndemnification Agreement • February 1st, 2024 • Fortress Net Lease REIT • Maryland
THIS INDEMNIFICATION AGREEMENT (this “Agreement”), effective as of _______ ___, 20__ (the “Effective Date”), by and between Fortress Net Lease REIT, a Maryland statutory trust (the “Trust”), and __________, an individual (“Indemnitee”).
ContractSubscription Agreement • March 13th, 2024 • Fortress Net Lease REIT • Real estate investment trusts
CERTAIN PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED BECAUSE IT IS BOTH NOT MATERIAL AND IS THE TYPE TYPICALLY TREATED AS PRIVATE OR CONFIDENTIAL. BRACKETS (“[***]”) INDICATE THAT INFORMATION HAS BEEN OMITTED.
LETTER AMENDMENTLoan Agreement • March 26th, 2026 • Fortress Net Lease REIT • Real estate investment trusts
Reference is made to that certain (i) Loan Agreement, dated as of September 19, 2025 (as amended as of the date hereof and as may be further amended, supplemented or otherwise modified from time to time, the “Loan Agreement”) by and among FNLR Logistics LLC, a Delaware limited liability company (“Borrower 1”), FNLR Grocery LLC, a Delaware limited liability company (“Borrower 2”; and together with Borrower 1, individually or collectively, as the context may require, “Borrower”), certain lenders from time to time party thereto (“Lenders”) and Bank of America, N.A., as administrative agent for the Lenders (“Bank of America”) and (ii) Guaranty Agreement, dated as of September 19, 2025 (as may be amended, supplemented or otherwise modified from time to time, the “Guaranty”), by FNLR OP LP, a Delaware limited partnership (“Guarantor”), for the benefit of Administrative Agent and the Lenders. Capitalized terms used but not otherwise defined herein shall have the meanings given them in the Loa
NEW LENDER JOINDER AGREEMENTNew Lender Joinder Agreement • July 6th, 2026 • Fortress Net Lease REIT • Real estate investment trusts • New York
This NEW LENDER JOINDER AGREEMENT (this “Agreement”) is entered into as of June 29, 2026, by and among FNLR OP LP, a Delaware limited partnership (the “Parent Borrower”), certain Wholly Owned Foreign Subsidiaries of the Parent Borrower party hereto (collectively with the Parent Borrower, the “Borrowers” and each individually, a “Borrower”), FORTRESS NET LEASE REIT, a Maryland statutory trust (the “Parent”), certain subsidiaries of the Parent party hereto (collectively with the Parent, the “Guarantors” and each individually, a “Guarantor”), REGIONS BANK (the “New Lender”) and acknowledged and consented to by BANK OF AMERICA, N.A., as Administrative Agent (in such capacity, the “Administrative Agent”) and as the sole L/C Issuer under the Credit Agreement referred to below.
THIRD AMENDMENT TO CREDIT AGREEMENT AND NEW LENDER JOINDER AGREEMENTCredit Agreement • August 13th, 2025 • Fortress Net Lease REIT • Real estate investment trusts • New York
This THIRD AMENDMENT TO CREDIT AGREEMENT AND NEW LENDER JOINDER AGREEMENT (this “Agreement”) is entered into as of July 25, 2025, by and among FNLR OP LP, a Delaware limited partnership (the “Borrower”), FORTRESS NET LEASE REIT, a Maryland statutory trust (the “Parent”), certain subsidiaries of the Parent party hereto (collectively with the Parent, the “Guarantors” and each individually, a “Guarantor”), each Lender and L/C Issuer party hereto that immediately prior to the effectiveness of this Agreement is a Lender or L/C Issuer, as the case may be, under the Credit Agreement (defined below), BANK OF AMERICA, N.A., as Administrative Agent (in such capacity, the “Administrative Agent”) under the Credit Agreement, each of the institutions listed under “New Revolving Credit Lenders” on Exhibit A hereto (the “New Revolving Credit Lenders”), each of the lenders listed under “New Term Lenders” on Exhibit A hereto (the “New Term Lenders”; the New Term Lenders and the New Revolving Credit Lend
CERTAIN SCHEDULES AND EXHIBITS HAVE BEEN OMITTED FROM THIS EXHIBIT PURSUANT TO ITEM 601(A)(5) OF REGULATION S-K. NEW LENDER JOINDER AGREEMENTNew Lender Joinder Agreement • March 28th, 2025 • Fortress Net Lease REIT • Real estate investment trusts • New York
This NEW LENDER JOINDER AGREEMENT (this “Agreement”) is entered into as of February 6, 2025, by and among FNLR OP LP, a Delaware limited partnership (the “Borrower”), FORTRESS NET LEASE REIT, a Maryland statutory trust (the “Parent”), certain subsidiaries of the Parent party hereto (collectively with the Parent, the “Guarantors” and each individually, a “Guarantor”), THE HUNTINGTON NATIONAL BANK (the “New Lender”) and acknowledged and consented to by BANK OF AMERICA, N.A., as Administrative Agent (in such capacity, the “Administrative Agent”) and as the sole L/C Issuer under the Credit Agreement referred to below.
NEW LENDER JOINDER AGREEMENTNew Lender Joinder Agreement • November 27th, 2024 • Fortress Net Lease REIT • Real estate investment trusts • New York
This NEW LENDER JOINDER AGREEMENT (this “Agreement”) is entered into as of November 21, 2024, by and among FNLR OP LP, a Delaware limited partnership (the “Borrower”), FORTRESS NET LEASE REIT, a Maryland statutory trust (the “Parent”), certain subsidiaries of the Parent party hereto (collectively with the Parent, the “Guarantors” and each individually, a “Guarantor”), TRUIST BANK (the “New Lender”) and acknowledged and consented to by BANK OF AMERICA, N.A., as Administrative Agent (in such capacity, the “Administrative Agent”) and as the sole L/C Issuer under the Credit Agreement referred to below.
GUARANTY AGREEMENTGuaranty Agreement • September 25th, 2025 • Fortress Net Lease REIT • Real estate investment trusts
This Guaranty Agreement (this “Guaranty”) is made as of the 19th of September, 2025, by FNLR OP LP, a Delaware limited partnership (“Guarantor”), in favor of Bank of America, N.A., a national banking association, as Administrative Agent (in such capacity, together with its successors and assigns, including any successor administrative agent, “Administrative Agent”) on behalf of each of the Lenders party to that certain Loan Agreement (as hereinafter defined) (each a “Lender” and collectively “Lenders”).
LOAN AGREEMENT by and among FNLR LOGISTICS LLC, Delaware limited liability company as Borrower 1, and FNLR GROCERY LLC, Delaware limited liability company as Borrower 2, and BANK OF AMERICA, N.A., a national banking association as Administrative Agent...Loan Agreement • September 25th, 2025 • Fortress Net Lease REIT • Real estate investment trusts • New York
CERTAIN INFORMATION HAS BEEN OMITTED FROM THIS EXHIBIT PURSUANT TO ITEM 601(B)(10)(IV) OF REGULATION S-K, BECAUSE IT IS BOTH NOT MATERIAL AND THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. IN ADDITION, CERTAIN SCHEDULES AND EXHIBITS...Purchase and Sale Agreement • August 14th, 2024 • Fortress Net Lease REIT • Real estate investment trusts • New York
THIS PURCHASE AND SALE AGREEMENT (this “Agreement”) is made effective as of April 11, 2024 (the “Effective Date”), by and among each of the selling parties identified on Exhibit A-1 attached hereto and made a part hereof (such exhibit, the “List of Properties and Seller Information”, and such entities, individually or collectively, as the context may require, “Seller”), and FNLR Non-Friction LLC, a Delaware limited liability company (together with its permitted assigns, “Purchaser”).
NEW LENDER JOINDER AGREEMENTNew Lender Joinder Agreement • August 11th, 2026 • Fortress Net Lease REIT • Real estate investment trusts • New York
This NEW LENDER JOINDER AGREEMENT (this “Agreement”) is entered into as of August 6, 2026, by and among FNLR OP LP, a Delaware limited partnership (the “Parent Borrower”), certain Wholly Owned Foreign Subsidiaries of the Parent Borrower party hereto (collectively with the Parent Borrower, the “Borrowers” and each individually, a “Borrower”), FORTRESS NET LEASE REIT, a Maryland statutory trust (the “Parent”), certain subsidiaries of the Parent party hereto (collectively with the Parent, the “Guarantors” and each individually, a “Guarantor”), SUMITOMO MITSUI TRUST BANK, LIMITED, NEW YORK BRANCH, a Japanese banking corporation (the “New Lender”) and acknowledged and consented to by BANK OF AMERICA, N.A., as Administrative Agent (in such capacity, the “Administrative Agent”) and as the sole L/C Issuer under the Credit Agreement referred to below.
SECOND AMENDMENT TO CREDIT AGREEMENT AND INCREMENTAL FACILITIES CONFIRMATIONSecond Amendment to Credit Agreement • April 15th, 2025 • Fortress Net Lease REIT • Real estate investment trusts • New York
This SECOND AMENDMENT TO CREDIT AGREEMENT AND INCREMENTAL FACILITIES CONFIRMATION (this “Agreement”) is entered into as of April 11, 2025, by and among FNLR OP LP, a Delaware limited partnership (the “Borrower”), FORTRESS NET LEASE REIT, a Maryland statutory trust (the “Parent”), certain subsidiaries of the Parent party hereto (collectively with the Parent, the “Guarantors” and each individually, a “Guarantor”), each Lender and L/C Issuer party hereto, and BANK OF AMERICA, N.A., as Administrative Agent (in such capacity, the “Administrative Agent”) under the Credit Agreement. Capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in the Amended Credit Agreement (as defined below).
SECOND AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT OF FNLR OP LP A DELAWARE LIMITED PARTNERSHIP September 27, 2023Limited Partnership Agreement • February 1st, 2024 • Fortress Net Lease REIT • Delaware
This SECOND AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT of FNLR OP LP, a Delaware limited partnership (the “Partnership”), is made this 27 day of September, 2023, by and among FNLR GP LLC, a Delaware limited liability company as general partner (the “General Partner”), FNLR SLP LLC, a Delaware limited partnership (the “Special Limited Partner”), and the Limited Partners party hereto from time to time.
NEW LENDER JOINDER AGREEMENTNew Lender Joinder Agreement • October 2nd, 2026 • Fortress Net Lease REIT • Real estate investment trusts • New York
This NEW LENDER JOINDER AGREEMENT (this “Agreement”) is entered into as of September 29, 2026, by and among FNLR OP LP, a Delaware limited partnership (the “Parent Borrower”), certain Wholly Owned Foreign Subsidiaries of the Parent Borrower party hereto (collectively with the Parent Borrower, the “Borrowers” and each individually, a “Borrower”), FORTRESS NET LEASE REIT, a Maryland statutory trust (the “Parent”), certain subsidiaries of the Parent party hereto (collectively with the Parent, the “Guarantors” and each individually, a “Guarantor”), ASSOCIATED BANK, NATIONAL ASSOCIATION (the “New Lender”) and acknowledged and consented to by BANK OF AMERICA, N.A., as Administrative Agent (in such capacity, the “Administrative Agent”) and as the sole L/C Issuer under the Credit Agreement referred to below.
FIRST AMENDMENT TO CREDIT AGREEMENT AND NEW LENDER JOINDER AGREEMENTCredit Agreement • October 24th, 2024 • Fortress Net Lease REIT • Real estate investment trusts • New York
This CREDIT AGREEMENT (“Agreement”) is entered into as of August 13, 2024, among FNLR OP LP, a Delaware limited partnership (the “Borrower”), FORTRESS NET LEASE REIT, a Maryland statutory trust (the “Parent”), and certain subsidiaries of the BorrowerParent from time to time party hereto, as Guarantors, each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), BANK OF AMERICA, N.A., as Administrative Agent and an L/C Issuer, and the other L/C Issuers from time to time party hereto.
FIFTH AMENDMENT TO CREDIT AGREEMENTCredit Agreement • February 4th, 2026 • Fortress Net Lease REIT • Real estate investment trusts • New York
This FIFTH AMENDMENT TO CREDIT AGREEMENT (this “Agreement”) is entered into as of January 29, 2026, by and among FNLR OP LP, a Delaware limited partnership (the “Parent Borrower”), FORTRESS NET LEASE REIT, a Maryland statutory trust (the “Parent”), certain subsidiaries of the Parent party hereto (collectively with the Parent, the “Guarantors” and each individually, a “Guarantor”), OLD NATIONAL BANK (the “New Lender”) and each other Lender and L/C Issuer party hereto, and BANK OF AMERICA, N.A., as Administrative Agent (in such capacity, the “Administrative Agent”) under the Credit Agreement. Capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in the Amended Credit Agreement (as defined below).
ADMINISTRATION AGREEMENTAdministration Agreement • February 1st, 2024 • Fortress Net Lease REIT • New York
This Agreement (“Agreement”) is made as of May 1, 2023, by and between Fortress Net Lease REIT, a Maryland statutory trust (the “Company”), and FNLR Management LLC, a Delaware limited liability company (the “Administrator”).
GUARANTY AGREEMENTGuaranty Agreement • March 26th, 2026 • Fortress Net Lease REIT • Real estate investment trusts
This Guaranty Agreement (this “Guaranty”) is made as of the 23rd of December, 2025, by FNLR OP LP, a Delaware limited partnership (“Guarantor”), in favor of Bank of America, N.A., a national banking association, as Administrative Agent (in such capacity, together with its successors and assigns, including any successor administrative agent, “Administrative Agent”) on behalf of each of the Lenders party to that certain Loan Agreement (as hereinafter defined) (each a “Lender” and collectively “Lenders”).
FOURTH AMENDMENT TO CREDIT AGREEMENT AND INCREMENTAL FACILITIES CONFIRMATIONCredit Agreement • November 26th, 2025 • Fortress Net Lease REIT • Real estate investment trusts • New York
This CREDIT AGREEMENT (“Agreement”) is entered into as of August 13, 2024, among FNLR OP LP, a Delaware limited partnership (the “Parent Borrower”), certain Wholly Owned Foreign Subsidiaries of the Parent Borrower party hereto pursuant to Section 2.20 (each, a “Designated Borrower” and, together with the Parent Borrower, the “Borrowers” and each a “Borrower”), FORTRESS NET LEASE REIT, a Maryland statutory trust (the “Parent”), and certain subsidiaries of the Parent from time to time party hereto, as Guarantors, each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), BANK OF AMERICA, N.A., as Administrative Agent and an L/C Issuer, and the other L/C Issuers from time to time party hereto.