Item 1.01 Entry into a Material Definitive Agreement.
On November 22, 2022 (the "Closing Date"), Fortress Transportation and
Infrastructure Investors LLC, a Delaware limited liability company (the
"Company") and wholly-owned subsidiary of the registrant, FTAI Aviation Ltd.
("FTAI Aviation"), entered into Amendment No. 1 (the "Amendment") to the Second
Amended & Restated Credit Agreement (the "A&R Credit Agreement"), dated as of
September 20, 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 an increase in the revolving
Commitments (as defined in the A&R Credit Agreement) in the form of additional
revolving commitments by Citizens Bank, National Association, as Incremental
Lender (under and as defined in the Amendment) to be made available to the
Company in an aggregate principal amount of $75,000,000 (the "Incremental
Commitment"). After giving effect to the Incremental Commitment, the aggregate
principal amount of the Commitments under the A&R Credit Agreement available to
the Company is $300,000,000 (the "Revolving Credit Facility"), of which up to
$25,000,000 may be utilized for the issuance of letters of credit. The
Incremental Commitment is on the same terms and conditions as the Commitments
under the A&R Credit Agreement, as in effect immediately prior to the
effectiveness of the Amendment. 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.
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.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
The information included in Item 1.01 is incorporated by reference into this
Item 2.03.
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Cautionary Language Regarding Forward-Looking Statements
This communication contains "forward-looking statements" within the meaning of
the Private Securities Litigation Reform Act of 1995, including but not limited
to the Company's anticipated use of the net proceeds from the Revolving Credit
Facility. Forward-looking statements are not statements of historical fact but
instead are based on our present beliefs and assumptions and on information
currently available to the Company and FTAI Aviation. You can identify these
forward-looking statements by the use of forward-looking words such as
"outlook," "believes," "expects," "potential," "continues," "may," "will,"
"should," "could," "seeks," "approximately," "predicts," "intends," "plans,"
"estimates," "anticipates," "target," "projects," "contemplates" or the negative
version of those words or other comparable words. Any forward-looking statements
contained in this communication are based upon our historical performance and on
our current plans, estimates and expectations in light of information currently
available to us. The inclusion of this forward-looking information should not be
regarded as a representation by us that the future plans, estimates or
expectations contemplated by us will be achieved. Such forward-looking
statements are subject to various risks and uncertainties and assumptions
relating to our operations, financial results, financial condition, business,
prospects, growth strategy and liquidity. Accordingly, there are or will be
important factors that could cause our actual results to differ materially from
those indicated in these statements, including, but not limited to, the risk
factors set forth in Item 1A. "Risk Factors" of the Company's Annual Report on
Form 10-K for the fiscal year ended December 31, 2021, the Company's Quarterly
Report on Form 10-Q for the fiscal quarter ended March 31, 2022, June 30, 2022
and September 30, 2022, and FTAI Aviation's Quarterly Report on Form 10-Q for
the fiscal quarter ended September 30, 2022, as updated by annual, quarterly and
other reports FTAI Aviation files with the SEC.
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FTAI INFRASTRUCTURE INC. 
