FEE AND SUPPORT AGREEMENTFee and Support Agreement • March 10th, 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”).
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...Standby 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
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.
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...Leasehold Deed of 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
FIRST AMENDMENT TO AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF FORTRESS TRANSPORTATION AND INFRASTRUCTURE INVESTORS LLCLimited Liability Company Agreement • March 10th, 2016 • Fortress Transportation & Infrastructure Investors LLC • Services-miscellaneous equipment rental & leasing
This First Amendment (this “Amendment”) to the Amended and Restated Limited Liability Company Agreement of Fortress Transportation and Infrastructure Investors LLC, a Delaware limited liability company (the “Company”), dated as of May 20, 2015 (the “LLC Agreement”), is executed as of March 8, 2016 (the “Amendment Date”). Capitalized terms used herein without definition shall have the respective meanings ascribed thereto in the LLC Agreement.
CAPITAL CALL AGREEMENTCapital Call Agreement • March 10th, 2016 • Fortress Transportation & Infrastructure Investors LLC • Services-miscellaneous equipment rental & leasing • Texas
THIS CAPITAL CALL AGREEMENT (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”), is entered into as of February 1, 2016, by and among Fortress Transportation and Infrastructure Investors LLC, a Delaware limited liability company (together with its successors and assigns, “FTAI”), its subsidiaries party hereto and Jefferson Railport Terminal II Holdings LLC, a Delaware limited liability company (together with its successors and assigns, “Jefferson Holdings”).
TRUST INDENTURE AND SECURITY AGREEMENTTrust Indenture and Security Agreement • March 10th, 2016 • Fortress Transportation & Infrastructure Investors LLC • Services-miscellaneous equipment rental & leasing
THIS TRUST INDENTURE AND SECURITY AGREEMENT (this “Indenture”), dated as of February 1, 2016, is between the PORT OF BEAUMONT NAVIGATION DISTRICT OF JEFFERSON COUNTY, TEXAS, a conservation and reclamation district (the “District”), and THE BANK OF NEW YORK MELLON TRUST COMPANY, NATIONAL ASSOCIATION, a national banking association, with a corporate trust office in Houston, Texas, as Trustee (the “Trustee”).
