AMENDMENT NO. 2 TO CREDIT AGREEMENTCredit Agreement • November 14th, 2024 • Wheels Up Experience Inc. • Air transportation, nonscheduled • New York
This AMENDMENT NO. 2 TO CREDIT AGREEMENT (this “Amendment”), dated as of November 13, 2024, 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, constituting the Required Lenders and the Lead Lenders) 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”).
PARTICIPATION AGREEMENT Dated as of November 13, 2024 among WHEELS UP PARTNERS LLC, Owner, WHEELS UP CLASS A-1 LOAN TRUST 2024-1, and WILMINGTON TRUST, NATIONAL ASSOCIATION, Not in its individual capacity except as expressly provided herein, but...Participation Agreement • November 14th, 2024 • Wheels Up Experience Inc. • Air transportation, nonscheduled
PARTICIPATION AGREEMENT, dated as of November 13, 2024 (this “Agreement”), among (a) WHEELS UP PARTNERS LLC, a Delaware limited liability company (“Owner”), (b) WILMINGTON TRUST, NATIONAL ASSOCIATION, a national banking association, not in its individual capacity, except as expressly provided herein, but solely as Mortgagee (in its capacity as Mortgagee, “Mortgagee” and in its individual capacity, “WTNA”), (c) Wheels Up Class A-1 Loan Trust 2024-1, a statutory trust formed and existing under the laws of Delaware (the “Class A-1 Trust”), and (d) WILMINGTON TRUST, NATIONAL ASSOCIATION, not in its individual capacity, except as expressly provided herein, but solely as Subordination Agent under the Intercreditor Agreement (“Subordination Agent”).
NOTE PURCHASE AGREEMENTNote Purchase Agreement • November 14th, 2024 • Wheels Up Experience Inc. • Air transportation, nonscheduled • New York
This NOTE PURCHASE AGREEMENT, dated as of November 13, 2024 (this “Agreement”), is among (i) WHEELS UP PARTNERS LLC, a Delaware limited liability company (the “Company”), (ii) WHEELS UP CLASS A-1 LOAN TRUST 2024-1, a statutory trust formed and existing under the laws of Delaware (the “Class A-1 Trust”) and (iii) WILMINGTON TRUST, NATIONAL ASSOCIATION, a national banking association (“WTNA”), as subordination agent and trustee (in such capacity together with its successors in such capacity, the “Subordination Agent”) under the Intercreditor Agreement (as defined below).
INTERCREDITOR AGREEMENT Dated as of November 13, 2024 AMONG WHEELS UP CLASS A-1 LOAN TRUST 2024-1, AND WILMINGTON TRUST, NATIONAL ASSOCIATION, not in its individual capacity except as expressly set forth herein but solely as Subordination Agent and...Intercreditor Agreement • November 14th, 2024 • Wheels Up Experience Inc. • Air transportation, nonscheduled
INTERCREDITOR AGREEMENT (this “Agreement”) dated as of November 13, 2024, among WHEELS UP CLASS A-1 LOAN TRUST 2024-1 a statutory trust formed and existing under the laws of Delaware (the “Class A-1 Trust”) and WILMINGTON TRUST, NATIONAL ASSOCIATION, a national banking association (“WTNA”), not in its individual capacity except as expressly set forth herein, but solely as Subordination Agent and trustee hereunder (in such capacity, together with any successor appointed pursuant to Article VIII hereof, the “Subordination Agent”).
GUARANTEE dated as of November 13, 2024 from the Guarantors party hereto to the beneficiaries listed in Schedule II heretoGuarantee • November 14th, 2024 • Wheels Up Experience Inc. • Air transportation, nonscheduled • New York
This Guarantee, dated as of November 13, 2024 (as amended, modified or supplemented from time to time, this “Guarantee”), from each Person listed in Schedule I hereto (the “Initial Guarantors”) and each other Person that becomes an additional “Guarantor” pursuant to Section 6 after the date hereof (each, an “Additional Guarantor”; together with the Initial Guarantors and each of their successors and permitted assigns, each, a “Guarantor” and, collectively, the “Guarantors”), to the parties listed in Schedule II hereto (together with their successors and permitted assigns, the “Beneficiaries”).
ContractRelease Agreement • November 14th, 2024 • Wheels Up Experience Inc. • Air transportation, nonscheduled
THIS RELEASE AGREEMENT, dated as of November 13, 2024 (this “Agreement”), is made among WHEELS UP PARTNERS LLC, a Delaware limited liability company (the “Company”), WHEELS UP CLASS A-1 LOAN TRUST 2022-1, a statutory trust formed and existing under the laws of Delaware, as borrower (the “Borrower”), WHEELS UP PARTNERS HOLDINGS LLC, a Delaware limited liability company (“WUPH”), WHEELS UP EXPERIENCE INC., a Delaware corporation (“WUEI”), WHEELS UP PRIVATE JETS LLC, a Kentucky limited liability company (“WUPJ”), AVIANIS SYSTEMS LLC, a Delaware limited liability company (“Avianis”), MOUNTAIN AVIATION, LLC, a Colorado limited liability company (“Mountain”), AIR PARTNER LIMITED, an English company limited by shares (“APL”, and together with WUPH, WUEI, and WUPJ, and Mountain, collectively, the “Guarantors”), WILMINGTON TRUST, NATIONAL ASSOCIATION, a national banking association (“WTNA”), as subordination agent and trustee (in such capacity, the “Subordination Agent”), WTNA, as facility agen
CLASS A REVOLVING LOAN AGREEMENT dated as of November 13, 2024 by and among WHEELS UP CLASS A-1 LOAN TRUST 2024-1 as Borrower, WILMINGTON TRUST, NATIONAL ASSOCIATION, as Facility Agent and Security Trustee, and THE LENDERS PARTY HERETO FROM TIME TO TIMEClass a Revolving Loan Agreement • November 14th, 2024 • Wheels Up Experience Inc. • Air transportation, nonscheduled
THIS CLASS A REVOLVING LOAN AGREEMENT, dated as of November 13, 2024 (this “Agreement”), made by and among WHEELS UP CLASS A-1 LOAN TRUST 2024-1, a statutory trust formed and existing under the laws of Delaware (the “Borrower”), each lender from time to time party hereto, and their successors and permitted assigns (each, a “Lender”, collectively the “Lenders”), and WILMINGTON TRUST, NATIONAL ASSOCIATION as facility agent for the Lenders (in such capacity, and together with any successor Facility Agent appointed in accordance with the terms of Section 7.9, the “Facility Agent”) and not in its individual capacity but solely as security trustee for the Lenders under the Borrower Security Agreement (in such capacity, and together with any successor Security Trustee appointed in accordance with the Security Agreements, the “Security Trustee”);
SECURITY AGREEMENT dated as of November 13, 2024 by and among WHEELS UP CLASS A-1 LOAN TRUST 2024-1 and WILMINGTON TRUST, NATIONAL ASSOCIATION, not in its individual capacity but solely as the Security Trustee and Facility Agent T A B L E O F C O N T...Security Agreement • November 14th, 2024 • Wheels Up Experience Inc. • Air transportation, nonscheduled
This SECURITY AGREEMENT (this “Agreement”), dated as of November 13, 2024, is made among WHEELS UP CLASS A-1 LOAN TRUST 2024-1, a statutory trust formed and existing under the laws of Delaware (the “Grantor”) and WILMINGTON TRUST, NATIONAL ASSOCIATION, (“WTNA”), not in its individual capacity but solely as security trustee (in such capacity, the “Security Trustee”) and the facility agent (the “Facility Agent”).
