FORM OF SPIRIT AIRLINES, INC. STOCKHOLDERS VOTING AGREEMENT Dated as of , 2011Stockholders Agreement • February 28th, 2011 • Spirit Airlines, Inc. • Air transportation, scheduled • Delaware
THIS STOCKHOLDERS AGREEMENT (this “Agreement”) is entered into as of , 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 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
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 • February 28th, 2011 • Spirit Airlines, Inc. • Air transportation, scheduled • 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
NAVITAIRE HOSTED SERVICES AGREEMENTNavitaire Hosted Services Agreement • February 28th, 2011 • Spirit Airlines, Inc. • Air transportation, scheduled • New York
This Hosted Services Agreement (the “Agreement”) is made between NAVITAIRE Inc., a Delaware corporation (“NAVITAIRE”), and Spirit Airlines, Inc., a Delaware corporation (“Customer”), and shall be effective as of February 28, 2007 (“Effective Date”).
FLEET HOUR AGREEMENT BETWEEN IAE INTERNATIONAL AERO ENGINES AG AND SPIRIT AIRLINES INC. IAE Proprietary Information – ConfidentialFleet Hour Agreement • February 28th, 2011 • Spirit Airlines, Inc. • Air transportation, scheduled • Connecticut
THIS FLEET HOUR AGREEMENT (the “Agreement” or the “FHA”) is made this 11 day of April 2005, between IAE INTERNATIONAL AERO ENGINES AG, a joint stock company organized and existing under the laws of Switzerland, with an office and place of business at IAE Building, 400 Main Street, M/S 121-10, East Hartford, Connecticut, 06108 USA (hereinafter called “IAE”), and SPIRIT AIRLINES INC., a corporation organized and existing under the laws of Delaware, whose principal place of business is at 2800 Executive Way, Miramar, Florida 33025 (hereinafter called “Spirit”). IAE and Spirit may hereinafter be referred to as a “Party” or collectively as the “Parties” to this Agreement.
SIGNATORY AGREEMENT (U.S. Transactions)Signatory Agreement • February 28th, 2011 • Spirit Airlines, Inc. • Air transportation, scheduled • Minnesota
Carrier (as such capitalized terms and other capitalized terms used in this preamble are defined below), a certified air carrier engaged in the transportation of passengers by air, desires to make available to its customers a convenient means of purchasing air transportation through the use of Cards. These Master Terms of Service (“MTOS”) and the other terms of the Agreement govern Carrier’s receipt of Card processing services.
MIRAMAR PARK OF COMMERCE BUSINESS LEASELease • February 28th, 2011 • Spirit Airlines, Inc. • Air transportation, scheduled
THIS LEASE, entered into this day of , 1999, between Sunbeam Development Corporation, hereinafter called the Lessor, party of the first part, and Spirit Airlines, Inc. of the State of Michigan hereinafter called the Lessee or tenant, party of the second part:
ContractFamily Purchase Agreement • February 28th, 2011 • Spirit Airlines, Inc. • Air transportation, scheduled
Confidential treatment has been requested for portions of this exhibit. The copy filed herewith omits the information subject to the confidentiality request. Omissions are designated as [*****]. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission.
SPIRIT AIRLINES, INC. SECOND AMENDMENT TO SECOND AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENTInvestor Rights Agreement • February 28th, 2011 • Spirit Airlines, Inc. • 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
