chief section of administration office of proceedings surface … · 2018. 3. 9. · stb-memorandum...

March 8, 2018 Chief Section of Administration Office of Proceedings Surface Transportation Board 395 E Street, S.W. Washington, D.C. 20423 Dear Section Chief,

Enclosed for recordation pursuant to the provisions of 49 U.S.C. Section 11301(a) are two (2) copies of a Memorandum of Security Agreement, dated as of March 7, 2018, a primary document as defined in the Board's Rules for the Recordation of Documents.

The enclosed document covers all railroad equipment of the Debtors

whether now owned or hereafter acquired.

The names and addresses of the parties to the enclosed document are:

Administrative Agent: BMO Harris Bank N.A., not in its individual

capacity, but solely as Administrative Agent 111 West Monroe St. Chicago, IL 60603 Debtors: FTAI Energy Partners LLC

JGC Management Holdings Inc. JEFFERSON GULF COAST MANAGEMENT LLC JGC INVESTMENT HOLDINGS LLC JEFFERSON 2010 BOND HOLDINGS LLC JEFFERSON 2012 BOND HOLDINGS LLC Jefferson Energy CanCo LLC JEFFERSON ETHANOL HOLDINGS LLC JEFFERSON GULF COAST ENERGY HOLDINGS LLC JEFFERSON GULF COAST ENERGY

RECORDATION NO. 32906 - FILED March 8, 2018 8:00 AM SURFACE TRANSPORTATION BOARD

Section Chief March 8, 2018 Page 2

PARTNERS LLC FTAI Energy Development Holdings LLC FTAI Energy Midstream Holdings LLC FTAI RAILCAR HOLDINGS LLC FTAI Energy Downstream Holdings LLC JEFFERSON DRE LIABILITIES LLC JEFFERSON ENERGY MARKETING LLC JEFFERSON TERMINAL LOGISTICS LLC JEFFERSON GAS PROCESSING LLC JEFFERSON GULF COAST REAL ESTATE LLC JEFFERSON TRUCK TERMINAL I LLC JEFFERSON STORAGE I LLC JEFFERSON DOCKS I LLC JEFFERSON PIPELINE I LLC 9595 Six Pines Drive, Suite 6370 The Woodlands, TX 77380

A description of the equipment covered by the enclosed document is: All railroad equipment whether now owned or hereafter acquired by the Debtors, including, but not limited to, the following 300 gallon tank cars: JRTX 11001 – JRTX 11300

A short summary of the document to appear in the index is:

Memorandum of Security Agreement. Also enclosed is a check in the amount of $47.00 payable to the order of

the Surface Transportation Board covering the required recordation fee. Kindly return stamped copies of the enclosed document to the

undersigned.

STB-Memorandum of Security Agreement 4845-4141-1166 v.5.doc 4246534

MEMORANDUM OF SECURITY AGREEMENT

Memorandum of Security Agreement effective as of March 7, 2018, by and among JEFFERSON GULF COAST ENERGY PARTNERS LLC (the “Borrower”), FTAI Energy Partners LLC, JGC Management Holdings Inc., JEFFERSON GULF COAST MANAGEMENT LLC, JGC INVESTMENT HOLDINGS LLC, JEFFERSON 2010 BOND HOLDINGS LLC, JEFFERSON 2012 BOND HOLDINGS LLC, Jefferson Energy CanCo LLC, JEFFERSON ETHANOL HOLDINGS LLC, JEFFERSON GULF COAST ENERGY HOLDINGS LLC, FTAI Energy Development Holdings LLC, FTAI Energy Midstream Holdings LLC, FTAI RAILCAR HOLDINGS LLC, FTAI Energy Downstream Holdings LLC, JEFFERSON DRE LIABILITIES LLC, JEFFERSON ENERGY MARKETING LLC, JEFFERSON TERMINAL LOGISTICS LLC, JEFFERSON GAS PROCESSING LLC, JEFFERSON GULF COAST REAL ESTATE LLC, JEFFERSON TRUCK TERMINAL I LLC, JEFFERSON STORAGE I LLC, JEFFERSON DOCKS I LLC AND JEFFERSON PIPELINE I LLC (collectively, the “Jefferson Guarantors”, and together with the Borrower, the “Debtors”) and BMO Harris Bank N.A. (“BMO”), not in its individual capacity, but solely as administrative agent (the “Administrative Agent”).

W I T N E S S E T H:

1. The Debtors, BMO, individually as a Lender and as the L/C Issuer and the Administrative Agent, and the other Lenders from time to time party thereto have entered into a Credit Agreement dated as of March 7, 2018 (as amended, restated, supplemented or modified from time to time, the “Credit Agreement”) whereby the Lenders have agreed to make loans to the Borrower on the terms and conditions set forth therein.

2. To secure the Borrower’s and the Jefferson Guarantors’ obligations under the Loan Documents (as defined in the Credit Agreement), the Debtors have granted a security interest to the Administrative Agent in, among other things, all of the Collateral (as defined in the Security Agreement described below), whether now existing or hereafter created or acquired and wherever located, including but not limited to all of its right, title and interest, in, to and under the certain railroad equipment bearing reporting marks and road numbers as listed on Exhibit A attached hereto (or as such equipment may be subsequently identified), and all leases relating thereto, whether now existing or hereafter entered into with respect to such railroad equipment, pursuant to the terms of that certain Security Agreement, dated as of March 7, 2018 (as amended, restated, supplemented or modified from time to time, the “Security Agreement”) by and between the Debtors and the Administrative Agent.

3. The undersigned acknowledge and agree that (a) this Memorandum of Security Agreement is not a complete summary of the Security Agreement nor a complete recitation of the terms and provisions thereof and (b) in the event of a conflict between this Memorandum of Security Agreement and the provisions of the Security Agreement, the provisions of the Security Agreement shall control.

4. This Memorandum of Security Agreement is being recorded with the Surface Transportation Board pursuant to Section 11301 of Title 49 of the United States Code.

RECORDATION NO. 32906 - FILED March 8, 2018 8:00 AM SURFACE TRANSPORTATION BOARD

Demetrios Tserpelis

Demetrios Tserpelis

Demetrios Tserpelis

Demetrios TserpelisAuthorized Signatory

Authorized Signatory



Demetrios Tserpelis

Demetrios Tserpelis

Demetrios Tserpelis

Demetrios Tserpelis






Demetrios Tserpelis

Demetrios Tserpelis

Demetrios Tserpelis





EXHIBIT A

UNITS

EQUIPMENT QUANTITY REPORTING

MARKS/IDENTIFICATION NUMBER

National Steel Car Limited Purpose 31,800 Gallon Tank Cars bearing reporting marks

300 JRTX 11001 through JRTX 11300

CERTIFICATION

I, Edward M. Luria, an attorney licensed to practice in the District of Columbia, the State of Delaware and the Commonwealth of Pennsylvania, do hereby certify under penalty of perjury that I have compared the attached copy with the original thereof and have found the copy to be complete and identical in all respects to the original document.

_____ _____________________________ Edward M. Luria

Dated:

SuzanneTypewritten TextMarch 8, 2018