Spirit Airlines, Inc. Shares Common Stock ($0.0001 par value) Form of Underwriting AgreementUnderwriting Agreement • May 12th, 2011 • Spirit Airlines, Inc. • Air transportation, scheduled • New York
Spirit Airlines, Inc., a corporation incorporated under the laws of Delaware (the “Company”), proposes to sell to the several underwriters named in Schedule I hereto (the “Underwriters”), for whom you (the “Representatives”) are acting as representatives, shares of common stock, $0.0001 par value (“Common Stock”) of the Company (said shares to be issued and sold by the Company being hereinafter called the “Underwritten Securities”). The persons named in Schedule II hereto (the “Selling Stockholders”) propose to grant to the Underwriters an option to purchase up to shares of Common Stock to cover over-allotments, if any (the “Option Securities”; the Option Securities, together with the Underwritten Securities, being hereinafter called the “Securities”). To the extent there are no additional Underwriters listed on Schedule I other than you, the term Representatives as used herein shall mean you, as Underwriters, and the terms Representatives and Underwriters shall mean either the singula
FORM OF TAX RECEIVABLE AGREEMENT by and among SPIRIT AIRLINES, INC., INDIGO PACIFIC PARTNERS LLC, and OCM FIE, LLC Dated as of , 2011Tax Receivable Agreement • May 12th, 2011 • Spirit Airlines, Inc. • Air transportation, scheduled • New York
This TAX RECEIVABLE AGREEMENT (this “Agreement”), dated as of , 2011, is hereby entered into by and among SPIRIT AIRLINES, INC., a Delaware corporation (the “Company”), INDIGO PACIFIC PARTNERS LLC, a Delaware limited liability company (“Indigo”), and OCM FIE, LLC, a Delaware limited liability company (“Oaktree”) (Indigo and Oaktree together (along with any successor as provided in Section 7.06), the “Stockholder Representatives”).
REIMBURSEMENT AGREEMENTReimbursement Agreement • May 12th, 2011 • Spirit Airlines, Inc. • Air transportation, scheduled
REIMBURSEMENT AGREEMENT, dated as of July 12, 2005, among GOLDMAN SACHS CREDIT PARTNERS L.P., a Bermuda limited partnership (“GS”), SPIRIT AIRLINES, INC., a Delaware corporation (“SAI”), and SPIRIT AVIATION SERVICES, LLC, a Michigan limited liability company (the “Guarantor”).
