Material Agreement Form 8 K

First Amendment to Revolving Credit and Term Loan Facilities

On October 18, 2024, FNLR OP LP, as borrower (the "Borrower"), Fortress Net Lease REIT, as guarantor (the "Company"), the other guarantors party thereto (together with the Company, the "Guarantors" and, collectively with the Borrower, the "Loan Parties"), entered into that certain First Amendment to Credit Agreement and New Lender Joinder Agreement (the "First Amendment") with Bank of America, N.A. ("BofA"), as sole lender, immediately prior to the effectiveness of the First Amendment, under that certain Credit Agreement dated August 13, 2024, among the Loan Parties and BofA (the "Credit Agreement"), as administrative agent (in such capacity, the "Administrative Agent") and as the sole L/C Issuer thereto, and each of Capital One, National Association, KeyBank National Association, Wells Fargo Bank, National Association, and Goldman Sachs Bank USA, as new revolving credit lenders and new term lenders following the effectiveness of the First Amendment, pursuant to which (i) the aggregate commitments to the revolving credit facility pursuant to the Credit Agreement increased from $120.0 million to $350.0 million, of which $25.0 million is available for standby letters of credit (the "Revolving Credit Facility") and (ii) the aggregate outstanding principal amount of the term loan pursuant to the Credit Agreement increased from $5.0 million to $100.0 million (the "Term Loan Facility" and, together with the Revolving Credit Facility, the "Credit Facilities"). Subject to the terms and conditions of the Credit Facilities, all commitments and amounts outstanding under the Credit Facilities will be due and payable in full on October 17, 2025 (the "Maturity Date"). The First Amendment increased the number of one year extensions of the Maturity Date the Borrower may request from one option to three options.

The obligations of the Loan Parties under the Credit Facilities are secured by (i) a pledge of the equity interests of certain of the Company's subsidiaries, (ii) the rights to receive income, gain, profits or other items of each Loan Party that is a pledgor and (iii) all proceeds of the foregoing, in each case subject to certain exclusions set forth in the Credit Facilities At the option of the Borrower, the Credit Facilities will bear interest at either (i) a rate equal to term secured overnight financing rate ("SOFR") or daily simple SOFR plus a margin rate ranging from 1.40% to 1.90% or (ii) a base rate based on the highest of (A) Federal Funds Rate plus half of 1%, (B) BofA's prime rate, (C) Term SOFR plus 1.00% and (D) 1.00%. The Revolving Credit Facility is subject to a per annum fee based on the daily unused portion of the facility ranging from 0.15% to 0.25% and is payable quarterly in arrears. The Credit Facilities are prepayable, in whole or in part, at any time without premium or penalty.

The Credit Facilities contain various restrictions and covenants applicable to the Loan Parties that are customary for similar credit facilities, including restrictions on our ability to incur indebtedness, incur liens and make certain investments. Among other requirements, the Loan Parties may not exceed certain debt limitations and must ensure compliance with certain financial ratios.

The Credit Facilities also contain customary events of default. If an event of default under the Credit Facilities occurs and is continuing, then the Administrative Agent may declare any outstanding obligations under the Credit Facilities to be immediately due and payable. In addition, if the Borrower becomes the subject of voluntary or involuntary proceedings under any bankruptcy, insolvency or similar law, then any outstanding obligations under the Credit Facilities will automatically become due and payable.

The foregoing description is only a summary of the material provisions of the Credit Facilities and is qualified in its entirety by reference to the full text of the Credit Facilities, which is filed as Exhibit 10.1 to this Current Report on Form 8-K (this "Current Report") and incorporated by reference herein.