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...Indenture • July 12th, 2022 • FTAI Infrastructure LLC • Wholesale-petroleum bulk stations & terminals • 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”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • August 1st, 2022 • FTAI Infrastructure Inc. • Wholesale-petroleum bulk stations & terminals • Delaware
THIS AGREEMENT, dated as of [●] (this “Agreement”), between FTAI Infrastructure Inc., a Delaware corporation (the “Company”), and [●] (“Indemnitee”).
REGISTRATION RIGHTS AGREEMENT dated as of August 1, 2022 among FTAI INFRASTRUCTURE INC. and THE STOCKHOLDERS SET FORTH ON THE SIGNATURE PAGES HERETORegistration Rights Agreement • August 1st, 2022 • FTAI Infrastructure Inc. • Wholesale-petroleum bulk stations & terminals • Delaware
REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of August 1, 2022, is made by and among the Initial Stockholders (as defined herein) and FTAI Infrastructure Inc., a Delaware corporation (including its successors and assigns, the “Company”).
AMENDED AND RESTATED MANAGEMENT AND ADVISORY AGREEMENT dated as of July 31, 2022 between FTAI INFRASTRUCTURE INC. and FIG LLCManagement and Advisory Agreement • August 1st, 2022 • FTAI Infrastructure Inc. • Wholesale-petroleum bulk stations & terminals • New York
THIS AMENDED AND RESTATED MANAGEMENT AND ADVISORY AGREEMENT, is made as of July 31, 2022 (the “Agreement”) by and among FTAI INFRASTRUCTURE INC., a Delaware corporation (the “Company”), and FIG LLC, a Delaware limited liability company (together with its permitted assignees, the “Manager”).
INVESTORS’ RIGHTS AGREEMENTInvestors' Rights Agreement • August 1st, 2022 • FTAI Infrastructure Inc. • Wholesale-petroleum bulk stations & terminals • Delaware
This INVESTORS’ RIGHTS AGREEMENT (this “Agreement”), dated as of August 1, 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.
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 • FTAI Infrastructure Inc. • Wholesale-petroleum bulk stations & terminals • 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 • FTAI Infrastructure Inc. • Wholesale-petroleum bulk stations & terminals • 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 • FTAI Infrastructure LLC • Wholesale-petroleum bulk stations & terminals • 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).
ContractSupplemental Indenture • July 25th, 2022 • FTAI Infrastructure LLC • Wholesale-petroleum bulk stations & terminals • New York
ContractWarrant Agreement • August 1st, 2022 • FTAI Infrastructure Inc. • Wholesale-petroleum bulk stations & terminals • New York
SECOND AMENDED AND RESTATED SENIOR LOAN AGREEMENT BETWEEN PORT OF BEAUMONT NAVIGATION DISTRICT OF JEFFERSON COUNTY, TEXAS,Senior Loan Agreement • June 20th, 2024 • FTAI Infrastructure Inc. • Railroads, line-haul operating
THIS SECOND AMENDED AND RESTATED SENIOR LOAN AGREEMENT (as amended, supplemented or otherwise modified from time to time, this “Senior Loan Agreement” or this “Agreement”), dated as of June 1, 2024, and effective as of June 20, 2024, is being entered into by and between the PORT OF BEAUMONT NAVIGATION DISTRICT OF JEFFERSON COUNTY, TEXAS, a conservation and reclamation district established and existing under the laws of the State of Texas (the “Port Issuer”), and JEFFERSON 2020 BOND BORROWER LLC, a Delaware limited liability company (together with its successors and permitted assigns, the “Borrower”).
ContractSecond Supplemental Indenture • August 1st, 2022 • FTAI Infrastructure Inc. • Wholesale-petroleum bulk stations & terminals • New York
Second Supplemental Indenture (this “Supplemental Indenture”), dated as of August 1, 2022, among FTAI Infrastructure Inc., a Delaware corporation (the “Issuer”), the guarantors party hereto (the “Guarantors”) and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”) and as notes collateral agent (the “Notes Collateral Agent”).
THIRD SUPPLEMENTAL INDENTURE, (this “Supplemental Indenture”), dated as of July 5, 2023, among FTAI Infrastructure Inc., a Delaware corporation (the “Issuer”), the signatories party hereto under the heading “GUARANTORS” on the signature page hereto...Third Supplemental Indenture • July 5th, 2023 • FTAI Infrastructure Inc. • Wholesale-petroleum bulk stations & terminals • New York
WHEREAS, FTAI Infra Escrow Holdings, LLC, a Delaware limited liability company (the “Escrow Issuer”), formerly a subsidiary of the Issuer, has issued $450,000,000 aggregate principal amount of 10.500% Senior Secured Notes due 2027 (the “Initial Secured Notes”) pursuant to an indenture dated as of July 7, 2022 by and among the Escrow Issuer, the Trustee and the Notes Collateral Agent (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Initial Indenture”);
FACILITIES LEASE AND DEVELOPMENT AGREEMENT (JEFFERSON TERMINAL SOUTH WATERFRONT LAND)Facilities Lease and Development Agreement • June 20th, 2024 • FTAI Infrastructure Inc. • Railroads, line-haul operating
This FACILITIES LEASE AND DEVELOPMENT AGREEMENT (this “Facilities Lease”) is made and entered into as of June 1, 2024, and effective as of June 20, 2024 (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. All initially capitalized terms used, but not otherwise defined, herein shall have the respective meanings given to them in the Definitions Annex attached hereto.
