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.
FORTRESS NET LEASE REIT FORM OF PARTICIPATING BROKER-DEALER AGREEMENT [DATE]Participating Broker-Dealer Agreement • February 1st, 2024 • Fortress Net Lease REIT • New York
Subject to the terms described hereinbelow, Independent Brokerage Solutions LLC, as the dealer manager (“Dealer Manager”) for Fortress Net Lease REIT, a Maryland statutory trust (the “Company”) and FNLR Management LLC (the “Adviser”), a Delaware limited liability company, an affiliate of FIG LLC (“Fortress”) as the adviser for the Company, invite you (“Participating Broker-Dealer”) to participate in one or more continuous private offerings (collectively, the “Offering”) of an unlimited amount of its common shares of beneficial interest, par value $0.01 per share (“common shares”), that will be issued and sold at the offering prices per Share (as defined herein) as described in the Company’s private placement memorandum (as may be amended, modified or supplemented from time to time, the “Memorandum”), which initially will consist of (i) a primary offering (the “Primary Shares”) of up to $750,000,000 in net proceeds in any combination of Class F-S common shares, Class F-D common shares a
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.
AMENDED AND RESTATED DEALER MANAGER AGREEMENTDealer Manager Agreement • February 1st, 2024 • Fortress Net Lease REIT • New York
This Amended and Restated Dealer Manager Agreement (this “Agreement”) amends, restates and replaces in its entirety that certain Dealer Manager Agreement, dated as of May 1, 2023, 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 Independent Brokerage Solutions LLC, a New York limited liability company, as the managing dealer (the “Dealer Manager”) (the “Original Agreement”).
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.
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”).
AMENDED AND RESTATED MANAGEMENT AGREEMENT AMONG FORTRESS NET LEASE REIT, FNLR OP LP, AND FNLR MANAGEMENT LLCManagement Agreement • February 1st, 2024 • Fortress Net Lease REIT • New York
THIS AMENDED AND RESTATED MANAGEMENT AGREEMENT (this “Agreement”), dated as of the 27 day of September, 2023 (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 Management Agreement dated as of May 1, 2023 in its entirety. Capitalized terms used herein shall have the meanings ascribed to them in Section 1 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.
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.
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”).
