CREDIT AGREEMENT dated as of September 20, 2023 among WHEELS UP EXPERIENCE INC., as Borrower, THE SUBSIDIARIES OF BORROWER PARTY HERETO, as Guarantors, THE LENDERS PARTY HERETO andCredit Agreement • September 21st, 2023 • Wheels Up Experience Inc. • Air transportation, nonscheduled • New York
AIRCRAFT MORTGAGE AND SECURITY AGREEMENT dated as of September 20, 2023 made by WHEELS UP PARTNERS LLC, as Owner in favor of not in its individual capacity but solely in its capacity as Collateral Agent, as MortgageeAircraft Mortgage and Security Agreement • September 21st, 2023 • Wheels Up Experience Inc. • Air transportation, nonscheduled • New York
THIS AIRCRAFT MORTGAGE AND SECURITY AGREEMENT dated as of September __, 2023 (as amended, supplemented or otherwise modified from time to time, including by one or more Mortgage Supplements, this “Mortgage”) is made by WHEELS UP PARTNERS LLC, a Delaware limited liability company (“Owner”), in favor of U.S. BANK TRUST COMPANY, N.A., not in its individual capacity, but solely in its capacity as Collateral Agent, as mortgagee (“Mortgagee”) for the Secured Parties.
FIRST AMENDMENT TO SECURED PROMISSORY NOTESecured Promissory Note • September 21st, 2023 • Wheels Up Experience Inc. • Air transportation, nonscheduled • New York
This FIRST AMENDMENT TO SECURED PROMISSORY NOTE (this “Agreement”), dated as of August 15, 2023, is made by and among Wheels Up Experience Inc., a Delaware corporation (the “Borrower”), each Guarantor and Delta Air Lines, Inc. (the “Payee”).
SECOND AMENDMENT TO SECURED PROMISSORY NOTESecured Promissory Note • September 21st, 2023 • Wheels Up Experience Inc. • Air transportation, nonscheduled • New York
This SECOND AMENDMENT TO SECURED PROMISSORY NOTE (this “Agreement”), dated as of August 21, 2023, is made by and among Wheels Up Experience Inc., a Delaware corporation (the “Borrower”), each Guarantor and Delta Air Lines, Inc. (the “Payee”).
THIRD AMENDMENT TO SECURED PROMISSORY NOTESecured Promissory Note • September 21st, 2023 • Wheels Up Experience Inc. • Air transportation, nonscheduled • New York
This THIRD AMENDMENT TO SECURED PROMISSORY NOTE (this “Agreement”), dated as of September 6, 2023, is made by and among Wheels Up Experience Inc., a Delaware corporation (the “Borrower”), each Guarantor and Delta Air Lines, Inc. (the “Payee”).
SECURITY AGREEMENT dated as of September 20, 2023 among WHEELS UP EXPERIENCE INC. THE GUARANTORS PARTY HERETO andSecurity Agreement • September 21st, 2023 • Wheels Up Experience Inc. • Air transportation, nonscheduled • New York
SECURITY AGREEMENT dated as of September 20, 2023, among WHEELS UP EXPERIENCE INC. (the “Borrower”), the other GRANTORS party hereto from time to time and U.S. BANK TRUST COMPANY, N.A., not in its individual capacity but solely as collateral agent for the Secured Parties (together with its permitted successors in such capacity, (the “Collateral Agent”).
FOURTH AMENDMENT TO SECURED PROMISSORY NOTESecured Promissory Note • September 21st, 2023 • Wheels Up Experience Inc. • Air transportation, nonscheduled • New York
This FOURTH AMENDMENT TO SECURED PROMISSORY NOTE (this “Agreement”), dated as of September 14, 2023, is made by and among Wheels Up Experience Inc., a Delaware corporation (the “Borrower”), each Guarantor and Delta Air Lines, Inc. (the “Payee”).
INVESTMENT AND INVESTOR RIGHTS AGREEMENT among WHEELS UP EXPERIENCE INC. and THE INVESTORS LISTED ON SCHEDULE A HERETOInvestment and Investor Rights Agreement • September 21st, 2023 • Wheels Up Experience Inc. • Air transportation, nonscheduled • Delaware
This INVESTMENT AND INVESTOR RIGHTS AGREEMENT, dated as of September 20, 2023 (this “Agreement”), is among Wheels Up Experience Inc., a Delaware corporation (the “Company”), and the entities listed on Schedule A hereto (each, an “Investor” and collectively, the “Investors”).
Amendment No. 2 To Commercial Cooperation AgreementCommercial Cooperation Agreement • September 21st, 2023 • Wheels Up Experience Inc. • Air transportation, nonscheduled
This Amendment No. 2 to Commercial Cooperation Agreement (this “Amendment”) is made as of September 21, 2023, by and among Delta Air Lines, Inc. a Delaware corporation (“Delta”), Wheels Up Partners LLC, a Delaware limited liability company (“WUP”) and Wheels Up Partners Holdings LLC, a Delaware limited liability company (“WUPH” and together with WUP and their Affiliates, “Wheels Up”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 21st, 2023 • Wheels Up Experience Inc. • Air transportation, nonscheduled • Delaware
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of September 20, 2023, is made and entered into by and among (i) Wheels Up Experience Inc., a Delaware corporation (the “Company”), and (ii) the equity holders set forth on Schedule 1 hereto (such equityholders, collectively with any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 or Section 5.10 of this Agreement, the “Holders” and each, a “Holder”).
OMNIBUS AMENDMENT NO. 1Purchase Agreement • September 21st, 2023 • Wheels Up Experience Inc. • Air transportation, nonscheduled
OMNIBUS AMENDMENT NO. 1 (this “Amendment”), dated as of September 20, 2023, by and among WHEELS UP PARTNERS LLC, a Delaware limited liability company (“Wheels Up”), certain Affiliates of Wheels Up identified as Grantors on the signature pages hereof (together with Wheels Up, the “Grantors”), certain Affiliates of Wheels Up identified as Guarantors on the signature pages hereof, WHEELS UP CLASS A-1 LOAN TRUST 2022-1, a statutory trust formed and existing under the laws of Delaware (the “Class A-1 Trust”), each Lender party to the Loan Agreement (each, a “Lender”, and collectively, the “Lenders”), WILMINGTON TRUST, NATIONAL ASSOCIATION, a national banking association (“WTNA”), not in its individual capacity but solely in its capacity as (i) Mortgagee under the IP Security Agreement, (ii) Security Trustee, (iii) Facility Agent, (iv) Loan Trustee, and (v) as Mortgagee under each of the Indentures (“Mortgagee”), (vi) Subordination Agent (the “Subordination Agent”) and (vii) Trustee. Except
