FTAI Aviation Ltd. (FTAI): M&A transaction — FTAI Aviation closes merger; shares no longer subject to Schedule K-1

(iv) a guarantee with respect to Old FTAI’s Second Amended and Restated Credit Agreement, dated as of September 20, 2022 (the “Revolving Credit Facility,” and such guarantee, the “Revolver Guarantee”), with New FTAI as Guarantor

New FTAI entered into (i) a guarantee with respect to Old FTAI’s 6.50% Senior Unsecured Notes due 2025 (the “2025 Notes”), dated as of November 10, 2022 (the “2025 Notes Guarantee”), with New FTAI as guarantor (the “Guarantor”),

(iii) a guarantee with respect to Old FTAI’s 5.50% Senior Unsecured Notes due 2028 (the “2028 Notes”, and, together with the 2025 Notes and 2027 Notes, the “Notes”), dated as of November 10, 2022 (the “2028 Notes Guarantee”), with New FTAI as Guarantor,

(ii) a guarantee with respect to Old FTAI’s 9.75% Senior Unsecured Notes due 2027 (the “2027 Notes”), dated as of November 10, 2022 (the “2027 Notes Guarantee”), with New FTAI as Guarantor,

On November 10, 2022, the board of directors of New FTAI adopted a Code of Business Conduct and Ethics for all employees, officers and employees of New FTAI, a copy of which is available on the Company’s website at www.ftaiaviation.com

On November 10, 2022, New FTAI completed the merger and, in accordance with the Merger Agreement, Merger Sub merged with and into Old FTAI, with Old FTAI surviving the merger and becoming a wholly-owned subsidiary of New FTAI.

Under the 2028 Notes Guarantee, the Guarantor has provided a full and unconditional guarantee of the due and punctual payment of the principal and interest on Old FTAI’s 2028 Notes, and the due and punctual payment or performance of all other obligations of New FTAI under the indenture, dated as of April 12, 2021, between Old FTAI and the Trustee, and as supplemented by the first supplemental indenture, dated as of September 24, 2021 (the “2028 Notes Indenture”).

Under the Revolver Guarantee, the Guarantor has provided a full and unconditional guarantee of the due and punctual payment of the principal and interest on Revolving Credit Facility, and the due and punctual payment or performance of all other obligations of New FTAI under the Revolving Credit Facility.

Under the 2025 Notes Guarantee, the Guarantor has provided a full and unconditional guarantee of the due and punctual payment of the principal and interest on Old FTAI’s 2025 Notes, and the due and punctual payment or performance of all other obligations of New FTAI under the indenture, dated as of September 18, 2018, between Old FTAI and the Trustee, as supplemented by the first supplemental indenture, dated as of May 21, 2019, and as further supplemented by the second supplemental indenture, dated December 23, 2020 (the “2025 Notes Indenture”).

Under the 2027 Notes Guarantee, the Guarantor has provided a full and unconditional guarantee of the due and punctual payment of the principal and interest on Old FTAI’s 2027 Notes, and the due and punctual payment or performance of all other obligations of New FTAI under the indenture, dated as of July 28, 2020 , between Old FTAI and the Trustee (the “2027 Notes Indenture”).