Spirit Airlines, Inc. 15,600,000 Shares Common Stock ($0.0001 par value) Underwriting AgreementOaktree Capital Management Lp • June 3rd, 2011 • Air transportation, scheduled • New York
Spirit Airlines, Inc., a corporation incorporated under the laws of Delaware (the “Company”), proposes to sell to the several underwriters named in Schedule I hereto (the “Underwriters”), for whom you (the “Representatives”) are acting as representatives, 15,600,000 shares of common stock, $0.0001 par value (“Common Stock”) of the Company (said shares to be issued and sold by the Company being hereinafter called the “Underwritten Securities”). The persons named in Schedule II hereto (the “Selling Stockholders”) propose to grant to the Underwriters an option to purchase up to 2,300,400 shares of Common Stock to cover over-allotments, if any, in the amounts and in the manner described in Schedule II (the “Option Securities”; the Option Securities, together with the Underwritten Securities, being hereinafter called the “Securities”). To the extent there are no additional Underwriters listed on Schedule I other than you, the term Representatives as used herein shall mean you, as Underwrite
SPIRIT AIRLINES, INC. SECOND AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT Dated as of July 13, 2006Investor Rights Agreement • June 3rd, 2011 • Oaktree Capital Management Lp • Air transportation, scheduled • Delaware
THIS SECOND AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT (this “Agreement”) is entered into as of July 13, 2006, by and among (i) Spirit Airlines, Inc., a Delaware corporation (the “Company”), (ii) OCM Spirit Holdings, LLC, a Delaware limited liability company (“Holdings”), (iii) OCM Spirit Holdings II, LLC, a Delaware limited liability company (“Holdings II”), (iv) OCM Spirit Holdings III, LLC, a Delaware limited liability company (“Holdings III”), (v) OCM Spirit Holdings III-A, LLC, a Delaware limited liability company (“Holdings III-A”), (vi) OCM Principal Opportunities Fund II, L.P. (“POF II”), (vii) OCM Principal Opportunities Fund III, L.P. (“POF III”) (viii) POF Spirit Foreign Holdings, LLC (“Foreign Holdings”) (Holdings, Holdings II, Holdings III, Holdings III-A, POF II, POF III and Foreign Holdings are referred to herein, collectively, as “Oaktree” or the “Oaktree Investors”), (ix) Indigo Florida L.P., a Cayman Islands exempt limited partnership (“Indigo Florida”), and Indig
JOINT FILING AGREEMENTJoint Filing Agreement • June 3rd, 2011 • Oaktree Capital Management Lp • Air transportation, scheduled
Pursuant to Rule 13(d)-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, each of the undersigned acknowledges and agrees that the foregoing statement on this Schedule 13D is filed on behalf of the undersigned and that all subsequent amendments to this statement on Schedule 13D shall be filed on behalf of the undersigned without the necessity of filing additional joint acquisition statements. Each of the undersigned acknowledges that it shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the other, except to the extent that he or it knows or has reason to believe that such information is inaccurate.
SPIRIT AIRLINES, INC. AMENDMENT TO SECOND AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENTInvestor Rights Agreement • June 3rd, 2011 • Oaktree Capital Management Lp • Air transportation, scheduled • Delaware
This Amendment to Second Amended and Restated Investor Rights Agreement (this “Amendment”), dated as of July 20, 2010, is by and among Spirit Airlines, Inc., a Delaware corporation (the “Company”) and the undersigned parties with respect to that certain Second Amended and Restated Investor Rights Agreement (the “Investor Rights Agreement”), dated as of July 13, 2006, by and among (i) the Company, (ii) OCM Spirit Holdings, LLC, a Delaware limited liability company (“Holdings”), (iii) OCM Spirit Holdings II, LLC, a Delaware limited liability company (“Holdings II”), (iv) OCM Spirit Holdings III, LLC, a Delaware limited liability company (“Holdings III”), (v) OCM Spirit Holdings III-A, LLC, a Delaware limited liability company (“Holdings III-A”), (vi) OCM Principal Opportunities Fund II, L.P., a Delaware limited partnership (“POF II”), (vii) OCM Principal Opportunities Fund III, L.P., a Delaware limited partnership (“POF III,” and together with POF II, collectively, the “POF Investors”) (
SPIRIT AIRLINES, INC. THIRD AMENDMENT TO SECOND AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENTInvestor Rights Agreement • June 3rd, 2011 • Oaktree Capital Management Lp • Air transportation, scheduled • Delaware
This Third Amendment to Second Amended and Restated Investor Rights Agreement (this “Amendment”), dated as of May 25, 2011, is by and among Spirit Airlines, Inc., a Delaware corporation (the “Company”), and the undersigned parties with respect to that certain Second Amended and Restated Investor Rights Agreement, dated as of July 13, 2006, by and among (i) the Company, (ii) OCM Spirit Holdings, LLC, a Delaware limited liability company (“Holdings”), (iii) OCM Spirit Holdings II, LLC, a Delaware limited liability company (“Holdings II”), (iv) OCM Spirit Holdings III, LLC, a Delaware limited liability company (“Holdings III”), (v) OCM Spirit Holdings III-A, LLC, a Delaware limited liability company (“Holdings III-A”), (vi) OCM Principal Opportunities Fund II, L.P., a Delaware limited partnership (“POF II”), (vii) OCM Principal Opportunities Fund III, L.P., a Delaware limited partnership (“POF III,” and together with POF II, collectively, the “POF Investors”) (viii) POF Spirit Foreign Hol
SPIRIT AIRLINES, INC. SECOND AMENDMENT TO SECOND AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENTInvestor Rights Agreement • June 3rd, 2011 • Oaktree Capital Management Lp • Air transportation, scheduled • Delaware
This Second Amendment to Second Amended and Restated Investor Rights Agreement (this “Amendment”), dated as of February 1, 2011, is by and among Spirit Airlines, Inc., a Delaware corporation (the “Company”), and the undersigned parties with respect to that certain Second Amended and Restated Investor Rights Agreement, dated as of July 13, 2006, by and among (i) the Company, (ii) OCM Spirit Holdings, LLC, a Delaware limited liability company (“Holdings”), (iii) OCM Spirit Holdings II, LLC, a Delaware limited liability company (“Holdings II”), (iv) OCM Spirit Holdings III, LLC, a Delaware limited liability company (“Holdings III”), (v) OCM Spirit Holdings III-A, LLC, a Delaware limited liability company (“Holdings III-A”), (vi) OCM Principal Opportunities Fund II, L.P., a Delaware limited partnership (“POF II”), (vii) OCM Principal Opportunities Fund III, L.P., a Delaware limited partnership (“POF III,” and together with POF II, collectively, the “POF Investors”) (viii) POF Spirit Foreig
AMENDMENT NO. 1 to RECAPITALIZATION AGREEMENT by and among SPIRIT AIRLINES, INC., POF SPIRIT FOREIGN HOLDINGS, OCM PRINCIPAL OPPORTUNITIES FUND II, L.P. OCM PRINCIPAL OPPORTUNITIES FUND III, L.P. OCM SPIRIT HOLDINGS, LLC, OCM SPIRIT HOLDINGS II, LLC,...Recapitalization Agreement • June 3rd, 2011 • Oaktree Capital Management Lp • Air transportation, scheduled • Delaware
THIS AMENDMENT NO. 1 to RECAPITALIZATION AGREEMENT (this “Amendment” or “Agreement”) is dated as of May 25, 2011, and is being entered into by and among Spirit Airlines, Inc., a Delaware corporation (the “Company”); the Indigo Equityholders and the Oaktree Equityholders for the purpose of implementing an amendment to that certain Recapitalization Agreement (the “Recapitalization Agreement”), dated as of September 17, 2010, by and among the Company, POF Spirit Foreign Holdings, LLC, a Delaware limited liability company (“POF Spirit”); OCM Spirit Holdings, LLC, a Delaware limited liability company (“Holdings”); OCM Spirit Holdings II, LLC, a Delaware limited liability company (“Holdings II”); OCM Principal Opportunities Fund II, L.P., a Delaware limited partnership (“POF II”); OCM Principal Opportunities Fund III, L.P., a Delaware limited partnership (“POF III”); OCM Spirit Holdings III, LLC, a Delaware limited liability company (“Holdings III”); OCM Spirit Holdings III-A, LLC, a Delawar
SPIRIT AIRLINES, INC. STOCKHOLDERS VOTING AGREEMENT Dated as of June 1, 2011Stockholders Agreement • June 3rd, 2011 • Oaktree Capital Management Lp • Air transportation, scheduled • Delaware
THIS STOCKHOLDERS AGREEMENT (this “Agreement”) is entered into as of June 1, 2011, by and among (i) Spirit Airlines, Inc., a Delaware corporation (the “Company”), (ii) OCM Spirit Holdings, LLC, a Delaware limited liability company (“Holdings”), (iii) OCM Spirit Holdings II, LLC, a Delaware limited liability company (“Holdings II”), (iv) OCM Principal Opportunities Fund II, L.P., a Delaware limited partnership (“POF II”), (v) OCM Principal Opportunities Fund III, L.P., a Delaware limited partnership (“POF III,” and together with POF II, collectively, the “POF Investors”), (vi) POF Spirit Foreign Holdings, LLC, a Delaware limited liability company (“Foreign Holdings”) (Holdings, Holdings II, the POF Investors and Foreign Holdings are referred to herein, collectively, the “Oaktree Investors”), (vii) Indigo Florida L.P., a Cayman Islands exempt limited partnership (“Indigo Florida”), and (viii) Indigo Miramar LLC, a Delaware limited liability company (“Indigo Miramar,” and together with In
RECAPITALIZATION AGREEMENT by and among SPIRIT AIRLINES, INC., POF SPIRIT FOREIGN HOLDINGS, OCM PRINCIPAL OPPORTUNITIES FUND II, L.P. OCM PRINCIPAL OPPORTUNITIES FUND III, L.P. OCM SPIRIT HOLDINGS, LLC, OCM SPIRIT HOLDINGS II, LLC, OCM SPIRIT HOLDINGS...Recapitalization Agreement • June 3rd, 2011 • Oaktree Capital Management Lp • Air transportation, scheduled • Delaware
THIS RECAPITALIZATION AGREEMENT (this “Agreement”) is dated as of September 17, 2010, and is being entered into by and among Spirit Airlines, Inc., a Delaware corporation (the “Company”); POF Spirit Foreign Holdings, LLC, a Delaware limited liability company (“POF Spirit”); OCM Spirit Holdings, LLC, a Delaware limited liability company (“Holdings”); OCM Spirit Holdings II, LLC, a Delaware limited liability company (“Holdings II”); OCM Principal Opportunities Fund II, L.P., a Delaware limited partnership (“POF II”); OCM Principal Opportunities Fund III, L.P., a Delaware limited partnership (“POF III”); OCM Spirit Holdings III, LLC, a Delaware limited liability company (“Holdings III”); OCM Spirit Holdings III-A, LLC, a Delaware limited liability company (“Holdings III-A”); Indigo Florida L.P., a Cayman Islands exempt limited partnership, Indigo Miramar LLC, a Delaware limited liability company and Indigo Partners LLC, a Delaware limited liability company (collectively, the “Indigo Equit
