AMENDMENT NO. 1 TO CREDIT AGREEMENTCredit Agreement • November 16th, 2023 • Wheels Up Experience Inc. • Air transportation, nonscheduled • New York
This AMENDMENT NO. 1 TO CREDIT AGREEMENT (this “Amendment”), dated as of November 15, 2023, is by and among WHEELS UP EXPERIENCE INC., a Delaware corporation (the “Borrower”), each other Loan Party party hereto, Delta Air Lines, Inc. (“Delta”), CK Wheels LLC (together with Delta, the “Lead Lenders”), each other Lender party hereto, each 2023 Incremental Term Lender (as defined below) and U.S. BANK TRUST COMPANY, N.A., not in its individual capacity but solely as administrative agent for the Lenders (together with its permitted successors in such capacity, the “Administrative Agent”).
AMENDMENT NO. 1 TO INVESTMENT AND INVESTOR RIGHTS AGREEMENTInvestment and Investor Rights Agreement • November 16th, 2023 • Wheels Up Experience Inc. • Air transportation, nonscheduled
This Amendment No. 1 (“Amendment”), dated as of November 15, 2023, to the Investment and Investor Rights Agreement, dated as of September 20, 2023 (the “Investment Agreement”), by and among Wheels Up Experience Inc., a Delaware corporation (the “Company”), Delta Air Lines, Inc., a Delaware corporation (“Delta”), CK Wheels LLC, a Delaware limited liability company (“CK Wheels”), and Cox Investment Holdings, Inc., a Delaware corporation (“Cox” and, each of Cox, Delta and CK Wheels, each an “Initial Investor” and collectively, the “Initial Investors”), is made and entered into by and between the Company and the Initial Investors. Capitalized terms used herein without definition have the meanings assigned to them in the Investment Agreement.
REGISTRATION RIGHTS AGREEMENT JOINDERRegistration Rights Agreement • November 16th, 2023 • Wheels Up Experience Inc. • Air transportation, nonscheduled
The undersigned is executing and delivering this joinder (this “Joinder”) pursuant to the Registration Rights Agreement, dated as of September 20, 2023 (as the same may hereafter be amended, the “Registration Rights Agreement”), among Wheels Up Experience Inc., a Delaware corporation (the “Company”), and the other persons or entities named as parties therein. Capitalized terms used but not otherwise defined herein shall have the meanings provided in the Registration Rights Agreement.
