AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • June 26th, 2024 • Lineage, Inc. • Real estate investment trusts • Florida
THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”), dated as of [_____], 2024 and effective as of the Effective Date (as defined below), is entered into by and between Lineage, Inc. (the “REIT”), Lineage Logistics Services, LLC (the “Employer”, and together with the REIT, the “Company”), Lineage Logistics Holdings, LLC (“LLH”) and Rob Crisci (“Executive”). This Agreement amends and restates in its entirety that certain Employment Agreement, dated as of April 12, 2023 and effective as of April 19, 2023 (the “Original Effective Date”), by and between LLH and Executive (the “Prior Employment Agreement”).
LINEAGE LOGISTICS, LLC LINEAGE TREASURY EUROPE B.V. LINEAGE LOGISTICS HOLDINGS, LLC 3.33% Guaranteed Senior Notes, Series G, due August 20, 2027 3.54% Guaranteed Senior Notes, Series H, due August 20, 2029 3.74% Guaranteed Senior Notes, Series I, due...Note Purchase Agreement • June 26th, 2024 • Lineage, Inc. • Real estate investment trusts • New York
Lineage Logistics, LLC, a Delaware limited liability company (the “Company”), Lineage Treasury Europe B.V., a private limited liability company (besloten vennootschap met beperkte aansprakelijkheid) organized and existing under the laws of the Netherlands (the “EUR Issuer”), Lineage Logistics Holdings, LLC, a Delaware limited liability company (“Holdings”), and each Person listed on Schedule B as an Obligor Affiliate agree with each of the Purchasers as follows:
EXPENSE REIMBURSEMENT AND INDEMNIFICATION AGREEMENTExpense Reimbursement and Indemnification Agreement • June 26th, 2024 • Lineage, Inc. • Real estate investment trusts • New York
This Expense Reimbursement and Indemnification Agreement (this “Agreement”), dated as of [ ], 2024, is entered into by and among Lineage Logistics Holdings, LLC, a Delaware limited liability company (“Lineage”), on the one hand, and BG Lineage Holdings, LLC, a Delaware limited liability company (“BGLH”), BG Lineage Holdings LHR, LLC, a Delaware limited liability company (“LHR”), and Bay Grove Management Company, LLC, a Delaware limited liability company (“BGMC” and, together with BGLH and LHR, the “BG Parties”), on the other. Lineage, BGLH, LHR and BGMC are each referred to herein individually as a “Party” and, collectively, as the “Parties.”
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • June 26th, 2024 • Lineage, Inc. • Real estate investment trusts • Michigan
THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”), dated as of [_____], 2024 and effective as of the Effective Date (as defined below), is entered into by and between Lineage, Inc. (the “REIT”), Lineage Logistics Services, LLC (the “Employer”, and together with the REIT, the “Company”), Lineage Logistics Holdings, LLC (“LLH”) and W. Gregory Lehmkuhl (“Executive”). This Agreement amends and restates in its entirety that certain Employment Agreement, dated and effective as of January 1, 2020, by and between LLH and Executive (the “Prior Employment Agreement”).
REGISTRATION RIGHTS AGREEMENT by and among LINEAGE, INC. and the other parties hereto Dated as of [ ], 2024Registration Rights Agreement • June 26th, 2024 • Lineage, Inc. • Real estate investment trusts • New York
THIS REGISTRATION RIGHTS AGREEMENT (the “Agreement”) is dated as of [___________], 2024 and is by and among Lineage, Inc. (the “Company”), and the Holders (as defined below) from time to time party hereto.
EMPLOYMENT AGREEMENTEmployment Agreement • June 26th, 2024 • Lineage, Inc. • Real estate investment trusts • Michigan
THIS EMPLOYMENT AGREEMENT (this “Agreement”), dated and effective as of January 1, 2020 (the “Effective Date”), is entered into by and between Lineage Logistics Holdings, LLC (the “Company”), and W. Gregory Lehmkuhl (“Executive”).
LINEAGE LOGISTICS, LLC LINEAGE TREASURY EUROPE B.V. LINEAGE LOGISTICS HOLDINGS, LLC Second Amendment, Joinder Agreement and Release Dated as of September 19, 2024 to Note Purchase Agreement Dated August 20, 2021 and as amended as of September 9, 2022Note Purchase Agreement • September 23rd, 2024 • Lineage, Inc. • Real estate investment trusts • New York
As used herein, the following terms have the respective meanings set forth below or set forth in the Section hereof following such term:
TRANSITION SERVICES AGREEMENTTransition Services Agreement • June 26th, 2024 • Lineage, Inc. • Real estate investment trusts • New York
This Transition Services Agreement (this “Agreement”), dated as of [__________], 2024, is entered into by and between Lineage Logistics Holdings, LLC, a Delaware limited liability company (the “Company”), and Bay Grove Management Company, LLC, a Delaware limited liability company (“Bay Grove”). The Company and Bay Grove are each referred to herein individually as a “Party” and, collectively, as the “Parties.”
LOAN AGREEMENT Dated as of October 21, 2020 Between EACH OF THE PARTIES SET FORTH ON SCHEDULE 1.1.1 collectively, jointly and severally, as Borrower and GOLDMAN SACHS BANK USA, MORGAN STANLEY BANK, N.A. and JPMORGAN CHASE BANK, NATIONAL ASSOCIATION...Loan Agreement • June 26th, 2024 • Lineage, Inc. • Real estate investment trusts • New York
THIS LOAN AGREEMENT, dated as of October 21, 2020 (as amended, restated, replaced, supplemented or otherwise modified from time to time, this “Agreement”), between GOLDMAN SACHS BANK USA (“GS”), MORGAN STANLEY BANK, N.A. (“MS”)and JPMORGAN CHASE BANK, NATIONAL ASSOCIATION (“JPM” and together with GS and MS and their respective successors and assigns, each a “Co-Lender” and, collectively, “Lender”), and EACH OF THE PARTIES SET FORTH ON SCHEDULE 1.1.1 and any entity that executes a joinder to this Agreement (each, an “Individual Borrower” and collectively, jointly and severally, “Borrower”).
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • August 21st, 2024 • Lineage, Inc. • Real estate investment trusts • Michigan
THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”), dated as of July 26, 2024 and effective as of the Effective Date (as defined below), is entered into by and between Lineage, Inc. (the “REIT”), Lineage Logistics Services, LLC (the “Employer”, and together with the REIT, the “Company”), Lineage Logistics Holdings, LLC (“LLH”) and W. Gregory Lehmkuhl (“Executive”). This Agreement amends and restates in its entirety that certain Employment Agreement, dated and effective as of January 1, 2020, by and between LLH and Executive (the “Prior Employment Agreement”).
FIRST AMENDMENT TO AMENDED AND RESTATED REVOLVING CREDIT AND TERM LOAN AGREEMENTCredit and Term Loan Agreement • July 16th, 2024 • Lineage, Inc. • Real estate investment trusts • New York
FIRST AMENDMENT TO AMENDED AND RESTATED REVOLVING CREDIT AND TERM LOAN AGREEMENT (this “Amendment”), dated as of June 25, 2024, is entered into by and among LINEAGE LOGISTICS, LLC, a Delaware limited liability company (the “Company”), LINEAGE LOGISTICS HOLDINGS, LLC, a Delaware limited liability company (“Holdings”), LINEAGE OP, LLC, a Delaware limited liability company (“Lineage OP”), LINEAGE, INC., a Maryland corporation (“Parent Company”), the U.S. Borrowers, the Foreign Borrowers, the Required Lenders, the Assignors (as defined below), the Assignees (as defined below), and JPMORGAN CHASE BANK, N.A., as Administrative Agent.
PUT OPTION AGREEMENTPut Option Agreement • July 26th, 2024 • Lineage, Inc. • Real estate investment trusts • New York
This Put Option Agreement (this “Agreement”), dated as of July 24, 2024, is entered into by and among BG Lineage Holdings, LLC, a Delaware limited liability company (“BGLH”), Lineage, Inc., a Maryland corporation (“Lineage REIT”), Lineage OP, LP, a Maryland limited partnership (“Lineage OP”), and Lineage Logistics Holdings, LLC, a Delaware limited liability company (“Lineage Holdings”). The parties to this Agreement are each referred to herein individually as a “Party” and, collectively, as the “Parties.”
EXPENSE REIMBURSEMENT AND INDEMNIFICATION AGREEMENTExpense Reimbursement and Indemnification Agreement • July 26th, 2024 • Lineage, Inc. • Real estate investment trusts • New York
This Expense Reimbursement and Indemnification Agreement (this “Agreement”), dated as of July 24, 2024, is entered into by and among Lineage Logistics Holdings, LLC, a Delaware limited liability company (“Lineage”), on the one hand, and BG Lineage Holdings, LLC, a Delaware limited liability company (“BGLH”), BG Lineage Holdings LHR, LLC, a Delaware limited liability company (“LHR”), and Bay Grove Management Company, LLC, a Delaware limited liability company (“BGMC” and, together with BGLH and LHR, the “BG Parties”), on the other. Lineage, BGLH, LHR and BGMC are each referred to herein individually as a “Party” and, collectively, as the “Parties.”
AIRCRAFT TIME SHARING AGREEMENT BETWEEN BAY GROVE CAPITAL LLC A DELAWARE LIMITED LIABILITY COMPANY AND LINEAGE, INC., A MARYLAND CORPORATION DATED JULY 24, 2024Aircraft Time Sharing Agreement • July 26th, 2024 • Lineage, Inc. • Real estate investment trusts • California
THIS AIRCRAFT TIME SHARING AGREEMENT (this “Agreement”) is dated as of July 24, 2024, by and between Bay Grove Capital LLC, a Delaware limited liability company (“Lessor”), and Lineage, Inc., a Maryland corporation (“Lessee”). Lessor and Lessee are hereinafter sometimes referred to individually as “Party” and also collectively as “Parties.”
PERFORMANCE-BASED RESTRICTED STOCK UNIT AGREEMENTPerformance-Based Restricted Stock Unit Agreement • July 16th, 2024 • Lineage, Inc. • Real estate investment trusts • Maryland
This Restricted Stock Unit Agreement (this “Agreement”), dated as of (the “Grant Date”), is made by and between Lineage, Inc., a Maryland corporation (the “Company”), and (the “Participant”).
TIME-BASED LTIP UNIT AGREEMENTTime-Based Ltip Unit Agreement • June 26th, 2024 • Lineage, Inc. • Real estate investment trusts • Maryland
This LTIP Unit Agreement (this “Agreement”), dated as of (the “Grant Date”), is made by and between Lineage, Inc., a Maryland corporation (the “Company”), Lineage OP, LP, a Maryland limited partnership (the “Partnership”), and (the “Participant”).
TRANSITION SERVICES AGREEMENTTransition Services Agreement • July 26th, 2024 • Lineage, Inc. • Real estate investment trusts • New York
This Transition Services Agreement (this “Agreement”), dated as of July 24, 2024, is entered into by and between Lineage Logistics Holdings, LLC, a Delaware limited liability company (the “Company”), and Bay Grove Management Company, LLC, a Delaware limited liability company (“Bay Grove”). The Company and Bay Grove are each referred to herein individually as a “Party” and, collectively, as the “Parties.”
TIME-BASED RESTRICTED STOCK UNIT AGREEMENTTime-Based Restricted Stock Unit Agreement • June 26th, 2024 • Lineage, Inc. • Real estate investment trusts • Maryland
This Restricted Stock Unit Agreement (this “Agreement”), dated as of (the “Grant Date”), is made by and between Lineage, Inc., a Maryland corporation (the “Company”), and (the “Participant”).
NINTH AMENDED AND RESTATED OPERATING AGREEMENT OF LINEAGE LOGISTICS HOLDINGS, LLC a Delaware limited liability companyOperating Agreement • July 26th, 2024 • Lineage, Inc. • Real estate investment trusts • Delaware
THIS NINTH AMENDED AND RESTATED OPERATING AGREEMENT OF Lineage Logistics Holdings, LLC (the “Company”), dated as of July 24, 2024 (the “Effective Date”), is made and entered into by and among the Company, Lineage OP, LP, a Maryland limited partnership, as a member and as managing member of the Company, and the Persons identified as the Members on the books and records of the Company.
REGISTRATION RIGHTS AGREEMENT by and among LINEAGE, INC. and the other parties hereto Dated as of July 24, 2024Registration Rights Agreement • July 26th, 2024 • Lineage, Inc. • Real estate investment trusts • New York
THIS REGISTRATION RIGHTS AGREEMENT (the “Agreement”) is dated as of July 24, 2024 and is by and among Lineage, Inc. (the “Company”), and the Holders (as defined below) from time to time party hereto.
REGISTRATION RIGHTS AGREEMENT by and among LINEAGE, INC. and the other parties hereto Dated as of [ ], 2024Registration Rights Agreement • April 12th, 2024 • Lineage, Inc. • Real estate investment trusts • New York
THIS REGISTRATION RIGHTS AGREEMENT (the “Agreement”) is dated as of [ ], 2024 and is by and among Lineage, Inc. (the “Company”), and the Holders (as defined below) from time to time party hereto.
INDEMNIFICATION AGREEMENTIndemnification Agreement • June 5th, 2024 • Lineage, Inc. • Real estate investment trusts • Maryland
THIS INDEMNIFICATION AGREEMENT (“Agreement”) is made and entered into as of the _____ day of _________, 2024, by and between Lineage, Inc., a Maryland corporation (the “Company”), and ________________________ (“Indemnitee”).
STOCK PAYMENT AGREEMENTStock Payment Agreement • June 26th, 2024 • Lineage, Inc. • Real estate investment trusts • Maryland
This Stock Payment Agreement (this “Agreement”), dated as of (the “Grant Date”), is made by and between Lineage, Inc., a Maryland corporation (the “Company”), and (the “Participant”).
REGISTRATION RIGHTS AGREEMENT by and among LINEAGE, INC. and the other parties hereto Dated as of [ ], 2024Registration Rights Agreement • July 16th, 2024 • Lineage, Inc. • Real estate investment trusts • New York
THIS REGISTRATION RIGHTS AGREEMENT (the “Agreement”) is dated as of [ ], 2024 and is by and among Lineage, Inc. (the “Company”), and the Holders (as defined below) from time to time party hereto.
TIME-BASED RESTRICTED STOCK UNIT AGREEMENTTime-Based Restricted Stock Unit Agreement • June 26th, 2024 • Lineage, Inc. • Real estate investment trusts • Maryland
This Restricted Stock Unit Agreement (this “Agreement”), dated as of (the “Grant Date”), is made by and between Lineage, Inc., a Maryland corporation (the “Company”), and (the “Participant”).
STOCKHOLDERS AGREEMENT by and among LINEAGE, INC. and the other parties hereto Dated as of [____], 2024Stockholders Agreement • July 16th, 2024 • Lineage, Inc. • Real estate investment trusts • Maryland
This Stockholders Agreement is entered into as of [____], 2024 by and among Lineage, Inc., a Maryland corporation (the “Company”), and each of the other parties from time-to-time party hereto (each, an “Investor Party” and, collectively, the “Investor Parties”).
LINEAGE LOGISTICS, LLC LINEAGE TREASURY EUROPE B.V. LINEAGE LOGISTICS HOLDINGS, LLC 3.33% Guaranteed Senior Notes, Series G, due August 20, 2027 3.54% Guaranteed Senior Notes, Series H, due August 20, 2029 3.74% Guaranteed Senior Notes, Series I, due...Note Purchase Agreement • April 12th, 2024 • Lineage, Inc. • Real estate investment trusts • New York
Lineage Logistics, LLC, a Delaware limited liability company (the “Company”), Lineage Treasury Europe B.V., a private limited liability company (besloten vennootschap met beperkte aansprakelijkheid) organized and existing under the laws of the Netherlands (the “EUR Issuer”), Lineage Logistics Holdings, LLC, a Delaware limited liability company (“Holdings”), and each Person listed on Schedule B as an Obligor Affiliate agree with each of the Purchasers as follows:
STOCKHOLDERS AGREEMENT by and among LINEAGE, INC. and the other parties hereto Dated as of July 24, 2024Stockholders Agreement • July 26th, 2024 • Lineage, Inc. • Real estate investment trusts • Maryland
This Stockholders Agreement is entered into as of July 24, 2024 by and among Lineage, Inc., a Maryland corporation (the “Company”), and each of the other parties from time-to-time party hereto (each, an “Investor Party” and, collectively, the “Investor Parties”).
AGREEMENT OF LIMITED PARTNERSHIP OF LINEAGE OP, LP a Maryland limited partnershipAgreement • July 26th, 2024 • Lineage, Inc. • Real estate investment trusts • Maryland
THIS AGREEMENT OF LIMITED PARTNERSHIP OF Lineage OP, LP (the “Partnership”), dated as of July 24, 2024 (the “Effective Date”), is made and entered into by and among Lineage, Inc., a Maryland corporation, as the General Partner, and the Persons from time to time party hereto, as limited partners.
AMENDED & RESTATED] LMEP RESTRICTED UNIT GRANT AGREEMENT1Restricted Unit Grant Agreement • June 5th, 2024 • Lineage, Inc. • Real estate investment trusts • Delaware
THIS [AMENDED & RESTATED] LMEP RESTRICTED UNIT GRANT AGREEMENT (this “Agreement”) is made as of [_____] (the “Effective Date”), by and between LLH MGMT PROFITS, LLC, a Delaware limited liability company (the “Company”), and [_____], an individual (the “Grantee”). [This Agreement amends, restates and supersedes in its entirety that certain Restricted Unit Grant Agreement, dated as of [_____] by and between the Company and Grantee (as amended, the “Original Award Agreement”).] Capitalized terms not defined herein shall have the meanings ascribed to them in that certain Amended and Restated Operating Agreement of the Company, dated as of April 22, 2015 and attached hereto as Exhibit A, as amended to date and as the same may be further amended or otherwise modified from time to time (the “Operating Agreement”).
LMEP II RESTRICTED UNIT GRANT AGREEMENTLmep Ii Restricted Unit Grant Agreement • June 5th, 2024 • Lineage, Inc. • Real estate investment trusts • Delaware
THIS LMEP II RESTRICTED UNIT GRANT AGREEMENT (this “Agreement”) is made as of [_____] (the “Effective Date”), by and between LLH MGMT PROFITS II, LLC, a Delaware limited liability company (the “Company”), and [_____], an individual (the “Grantee”). Capitalized terms not defined herein shall have the meanings ascribed to them in that certain Operating Agreement of the Company, dated as of March 29, 2022 and attached hereto as Exhibit A, as amended, restated or otherwise modified from time to time (the “Operating Agreement”).
REGISTRATION RIGHTS AGREEMENT by and among LINEAGE, INC. and the other parties hereto Dated as of July 24, 2024Registration Rights Agreement • July 26th, 2024 • Lineage, Inc. • Real estate investment trusts • New York
THIS REGISTRATION RIGHTS AGREEMENT (the “Agreement”) is dated as of July 24, 2024 and is by and among Lineage, Inc. (the “Company”), and the Holders (as defined below) from time to time party hereto.
RESTRICTIVE COVENANTS AGREEMENTRestrictive Covenants Agreement • June 5th, 2024 • Lineage, Inc. • Real estate investment trusts • Wyoming
This RESTRICTIVE COVENANTS AGREEMENT (this “Agreement”), dated as of [•], 2024 and effective as of the Effective Date (as defined below), is entered into by and between [Adam Forste][Kevin Marchetti] (the “Restricted Party”) and Lineage, Inc., a Maryland corporation (the “Company”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • July 26th, 2024 • Lineage, Inc. • Real estate investment trusts • Maryland
THIS INDEMNIFICATION AGREEMENT (“Agreement”) is made and entered into as of the _____ day of _________, 2024, by and between Lineage, Inc., a Maryland corporation (the “Company”), and ________________________ (“Indemnitee”).
PERFORMANCE-BASED LTIP UNIT AGREEMENTPerformance-Based Ltip Unit Agreement • July 16th, 2024 • Lineage, Inc. • Real estate investment trusts • Maryland
This LTIP Unit Agreement (this “Agreement”), dated as of (the “Grant Date”), is made by and between Lineage, Inc., a Maryland corporation (the “Company”), Lineage OP, LP, a Maryland limited partnership (the “Partnership”) and (the “Participant”).
