SPIRIT AIRLINES, INC.Underwriting Agreement • April 30th, 2021 • Spirit Airlines, Inc. • Air transportation, scheduled • New York
Spirit Airlines, Inc., a Delaware corporation (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, $440,000,000 principal amount of its 1.00% Convertible Senior Notes due 2026 (the “Underwritten Securities”). The Company also proposes to grant to the Underwriters an option to purchase up to $60,000,000 additional principal amount of its 1.00% Convertible Senior Notes due 2026 solely to cover over-allotments, if any (the “Option Securities;” the Option Securities, together with the Underwritten Securities, being hereinafter called the “Securities”). The Securities are convertible into cash, or a combination of shares of Common Stock, par value $0.0001 per share (the “Common Stock”), of the Company and cash, at the Company’s election, based on the conversion rate set forth in the Indenture referred to in the next sentence. The Securities are to be issued under an
SPIRIT AIRLINES, INC. and WILMINGTON TRUST, NATIONAL ASSOCIATION as Trustee SECOND SUPPLEMENTAL INDENTURE Dated as of April 30, 2021 1.00% Convertible Senior Notes due 2026Second Supplemental Indenture • April 30th, 2021 • Spirit Airlines, Inc. • Air transportation, scheduled • New York
This Supplemental Indenture (as defined below) is being executed and delivered pursuant to Sections 2.2 and 9.1(e) of the Base Indenture to establish the terms, and provide for the issuance, of a new series of Securities (as defined in the Base Indenture) constituting the Company’s 1.00% Convertible Senior Notes due 2026 (the “Notes”).
