SECOND AMENDED AND RESTATED SECURITIES PURCHASE AGREEMENT by and among SPIRIT AIRLINES, INC., as Issuer; WELLS FARGO BANK NORTHWEST, NATIONAL ASSOCIATION, as Collateral Agent; and OCM SPIRIT HOLDINGS II, LLC, OCM SPIRIT HOLDINGS III, LLC, OCM SPIRIT...Securities Purchase Agreement • September 17th, 2010 • Spirit Airlines, Inc. • New York
THIS AMENDED AND RESTATED SECURITIES PURCHASE AGREEMENT (this “Agreement”) is dated as of July 13, 2006, and is being entered into by and among Spirit Airlines, Inc., a Delaware corporation (the “Issuer”); Spirit Aviation Services, LLC, a Michigan limited liability company (“Spirit Aviation”); OCM Spirit Holdings II, LLC, a Delaware limited liability company, and successor in interest to OCM Principal Opportunities Fund II, L.P., a Delaware limited partnership and OCM Principal Opportunities Fund III, L.P., a Delaware limited partnership (“Holdings II”); 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, and Indigo Miramar LLC, a Delaware limited liability company (collectively and without differentiation, the “Indigo Purchasers”); Jacob Schorr, Julianne B. Schorr, The David B. Schorr Trust U/T/A dat
STOCKHOLDERS AGREEMENTStockholders Agreement • September 17th, 2010 • Spirit Airlines, Inc. • Delaware
THIS STOCKHOLDERS AGREEMENT (this “Agreement”) is entered into as of , 2010, 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., 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 Holdings, LLC, a Delaware limited liability company (“Foreign Holdings”) (Holdings, Holdings II, Holdings III, Holdings III-A, the POF Investors and Foreign Holdings are referred to herein, collectively, the “Oaktree I
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 • September 17th, 2010 • Spirit Airlines, Inc. • 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
SECOND AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENTInvestor Rights Agreement • September 17th, 2010 • Spirit Airlines, Inc. • 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
SPIRIT AIRLINES, INC. AMENDMENT TO SECOND AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENTInvestor Rights Agreement • September 17th, 2010 • Spirit Airlines, Inc. • 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”) (
