Material Agreement - Form 8-K

Indenture

On November 21, 2023, FTAI Aviation Ltd. ("FTAI Aviation" and, together with its consolidated subsidiaries, the "Company," "we," "us" or "our") announced that Fortress Transportation and Infrastructure Investors LLC, its subsidiary (the "Issuer") closed its previously announced private offering (the "Private Offering") of $500.0 million aggregate principal amount of 7.875% senior notes due 2030 (the "Notes"). The Notes were issued pursuant to an indenture, dated as of November 21, 2023 (the "Indenture"), among the Issuer, the Company, as guarantor, and U.S. Bank Trust Company, National Association, as trustee. The Company is filing the Indenture as Exhibit 4.1 to this Current Report on Form 8-K.

The Notes are senior unsecured obligations of the Issuer and rank equal in right of payment with all existing and future senior unsecured indebtedness of the Issuer and senior in right of payment to all existing and future subordinated indebtedness of the Issuer. The Notes are effectively subordinated to all existing and future secured obligations of the Issuer to the extent of the value of the assets securing such obligations, and are structurally subordinated to the liabilities and preferred stock of each subsidiary of the Issuer that does not guarantee the Notes. The Notes are fully and unconditionally guaranteed on a senior unsecured basis by the Company.

The Notes will bear interest at a rate of 7.875% per annum, payable semi-annually in arrears on June 1 and December 1 of each year, commencing on June 1, 2024, to persons who are registered holders of the Notes on the immediately preceding May 15 and November 15, respectively.

The Indenture limits the ability of the Issuer 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 Issuer's restricted subsidiaries, permit restricted subsidiaries to incur or guarantee certain indebtedness, enter into transactions with affiliates and sell assets, in each case subject to certain qualifications set forth in the Indenture.

In the event of a Change of Control (as defined in the Indenture), each holder of the Notes will have the right to require the Issuer to repurchase all or any part of that holder's Notes at a purchase price of 101% of the principal amount of the Notes repurchased, plus accrued and unpaid interest, if any, to, but not including, the date of such repurchase.

The Notes will mature on December 1, 2030. Prior to December 1, 2026, the Issuer may redeem some or all of the Notes at a redemption price equal to 100% of the principal amount of the Notes redeemed, plus accrued and unpaid interest, if any, to, but not including, the applicable redemption date, plus a "make-whole" premium. On or after December 1, 2026, the Issuer may redeem some or all of the Notes at any time at declining redemption prices (in each case expressed as a percentage of the principal amount on the redemption date) equal to (i) 103.938% beginning on December 1, 2026, (ii) 101.969% beginning on December 1, 2027 and (iii) 100.000% beginning on December 1, 2028 and thereafter, plus, in each case, accrued and unpaid interest, if any, to, but not including, the applicable redemption date. In addition, at any time on or prior to December 1, 2026, the Issuer may redeem up to 40% of the aggregate principal amount of the Notes using net proceeds from certain equity offerings at a redemption price equal to 107.875% of the principal amount of the Notes redeemed, plus accrued and unpaid interest, if any, to, but not including, the applicable redemption date.

The foregoing description of the Indenture does not purport to be complete and is subject to, and qualified in its entirety by reference to, the full text of the Indenture, a copy of which is attached hereto as Exhibit 4.1 and incorporated herein by reference.

The Notes have not been registered under the Securities Act of 1933, as amended, or any state securities laws, and, unless so registered, may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.

The Issuer intends to use the net proceeds from the offering (i) to repay in full its outstanding borrowings under its revolving credit facility with JPMorgan Chase Bank, N.A., as administrative agent, and certain lenders and issuing banks (without any reduction in commitments) and (ii) for general corporate purposes, which may include the funding of future acquisitions and investments.