| Item 1.01 |
Entry into a Material Definitive Agreement.
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On September 20, 2022 (the “Closing Date”), Fortress Transportation and Infrastructure Investors LLC, a Delaware limited liability company (the “Company”), entered into
a Second Amended and Restated Credit Agreement (the “Amendment”) to the Amended and Restated Credit Agreement (the “A&R Credit Agreement”), dated as of December 2, 2021 (as amended by Amendment No. 1, dated as of April 28, 2022) among the
Company, as the borrower, certain lenders and issuing banks from time to time party thereto and JPMorgan Chase Bank, N.A., as administrative agent. The Amendment provides for revolving loans to be made available to the Company in an aggregate
principal amount of up to $225,000,000 (the “Revolving Credit Facility”), of which up to $25,000,000 may be utilized for the issuance of letters of credit. The proceeds of the Revolving Credit Facility will be used for working capital and other
general corporate purposes, including, without limitation, permitted acquisitions and other investments, and the letters of credit issued under the Revolving Credit Facility will be used for general corporate purposes. The Revolving Credit Facility
is secured by the capital stock of certain direct subsidiaries of Fortress Worldwide Transportation and Infrastructure General Partnership in accordance with the terms of the Pledge Agreements (as defined in the Amendment). As of the Closing Date,
the Revolving Credit Facility is guaranteed by the guarantors from time to time, as more fully described in the Amendment.
Borrowings outstanding under the Revolving Credit Facility bear interest at the Adjusted Term SOFR Rate (determined in accordance with the Amendment) plus 2.75% per
annum, if the Company chooses to make Term Benchmark borrowings, or at the Base Rate (determined in accordance with the Amendment) plus 1.75% per annum. The Company will also be required to pay a quarterly commitment fee at a rate per annum equal to
0.50% on the average daily unused portion of the Revolving Credit Facility, as well as customary letter of credit fees and agency fees.
The Revolving Credit Facility will mature, and commitments in respect of the Revolving Credit Facility will terminate, on September 20, 2025. The Revolving Credit
Facility may be voluntarily prepaid without penalty or premium, other than customary breakage costs related to prepayments of Term Benchmark borrowings.
The Amendment contains customary affirmative covenants for facilities of this type, including, among others, covenants pertaining to the delivery of financial
statements, notices of default and certain other information, payment of taxes, conduct of business and maintenance of existence, maintenance of property and insurance, compliance with laws, inspection of books and records and additional collateral.
The Amendment also contains (1) negative covenants substantially similar to the negative covenants contained in the A&R Credit Agreement, which negative covenants limit the ability of the Company and its restricted subsidiaries to, among other
things, incur indebtedness, encumber their assets, make restricted payments, create dividend restrictions and other payment restrictions that affect the Company’s restricted subsidiaries, permit restricted subsidiaries to incur or guarantee certain
indebtedness, enter into transactions with affiliates and sell assets and (2) certain additional restrictions on aviation assets of the Company, in each case, subject to certain qualifications set forth in the Amendment.
The Amendment includes financial covenants requiring the maintenance of (1) a minimum ratio of the appraised value of certain aviation assets to the aggregate
commitments under the Revolving Credit Facility of 3.00 to 1.00 and (2) a maximum ratio of debt to EBITDA for the Company and its restricted subsidiaries of 5.00 to 1.00 as of the last day of each of the Test Periods (as defined in the Amendment)
ending September 30, 2022 and December 31, 2022, and 4.00 to 1.00 as of the last day of any Test Period thereafter (as defined in the Amendment), subject to adjustment.
The Amendment contains default provisions customary for facilities of this type, which are subject to customary grace periods and materiality thresholds, including,
among others, defaults related to payment failures, failure to comply with covenants, material misrepresentations, defaults under other material indebtedness, the occurrence of a Change of Control (as defined in the Amendment), bankruptcy and related
events, material judgments, certain events related to pension plans and the failure of any Security Documents (as defined in the Amendment) or the guarantees to be in full force and effect. If an event of default occurs under the Amendment, the
lenders may, among other things, declare the outstanding Revolving Credit Facility and all other amounts owing under the Amendment immediately due and payable.
Certain lenders under the Amendment have, from time to time, performed, are currently performing and may in the future perform, various financial advisory and commercial
and investment banking services for the Company, for which they received or will receive customary fees and expenses.
The foregoing description of the Amendment does not purport to be complete and is subject to, and qualified in its entirety by reference to, the full text of the
Amendment, which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.
