Fortress Transportation and Infrastructure Investors LLC entered into the credit agreement with a syndicate of lenders, including JPMorgan Chase Bank, N.A., as administrative agent.
The Credit Agreement provides for revolving loans to be made available to the Company in an aggregate principal amount of up to $75,000,000, of which up to $25,000,000 may be utilized for the issuance of letters of credit. As of the Closing Date, there are no borrowings outstanding under the Revolving Credit Facility. 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 currently secured by the capital stock of certain direct subsidiaries of Fortress Worldwide Transportation and Infrastructure General Partnership, a Delaware general partnership, in accordance with the terms of the Pledge Agreements. As of the Closing Date, the Revolving Credit Facility is not guaranteed by any of the Company’s subsidiaries or any third party; however, certain of the Company’s subsidiaries may be required to guarantee the Revolving Credit Facility under certain circumstances as more fully described in the Credit Agreement.
Borrowings outstanding under the Revolving Credit Facility bear interest at the Adjusted Eurodollar Rate (determined in accordance with the Credit Agreement) plus 3.00% per annum, if the Company chooses to make Eurodollar Rate borrowings, or at the Base Rate (determined in accordance with the Credit Agreement) plus 2.00% 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 Loans will mature, and commitments in respect of the Revolving Credit Facility will terminate, on June 16, 2020. The Revolving Credit Loans may be voluntarily prepaid without penalty or premium, other than customary breakage costs related to prepayments of Eurodollar Rate borrowings.
The Credit Agreement also 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 total equity (before reduction for minority interests) for the Company and its restricted subsidiaries of 1.65 to 1.00.