WARRANT AGREEMENTWarrant Agreement • May 6th, 2020 • Spirit Airlines, Inc. • Air transportation, scheduled • New York
Term Location of Definition Affiliate Annex B Agreement Recitals Appraisal Procedure Annex B Board of Directors 2.1(i) Business Combination Annex B Business Day Annex B Capitalization Date 2.1(b) Closing 1.2(a) Common Stock Annex B Company Recitals Company Reports 2.1(j)(i) Exchange Act Annex B Governmental Authority 5.6(a) Holder 4.5(k)(i) Indemnitee 4.5(g)(i) Initial Closing 1.2(a) Lien 5.6(c) Material Adverse Effect 5.6(d) Organizational Documents 5.6(e) Pending Underwritten Offering 4.5(l) Piggyback Registration 4.5(a)(iv) Promissory Note Recitals register; registered; registration 4.5(k)(ii) Registrable Securities 4.5(k)(iii) Registration Commencement Date 4.5(a)(i) Registration Expenses 4.5(k)(iv) Rule 144; Rule 144A; Rule 159A; Rule 405; Rule 415 4.5(k)(v) SEC 2.1(c) Securities Act Annex B Selling Expenses 4.5(k)(vi) Shelf Registration Statement 4.5(a)(ii) Special Registration 4.5(i) Stockholder Proposals 3.1(b) Subsidiary 5.6(f) Transfer 4.4 Treasury Recitals Warrant Closing D
PAYROLL SUPPORT PROGRAM AGREEMENTPayroll Support Program Agreement • May 6th, 2020 • Spirit Airlines, Inc. • Air transportation, scheduled • New York
Recipient: Spirit Airlines, Inc. 2800 Executive WayMiramar, FL 33025 PSP Participant Number: PSA-2004030420 Employer Identification Number: 38-1747023 DUNS Number: ------------ Amount of Initial Payroll Support Payment: $167,368,416 The Department of the Treasury (Treasury) hereby provides Payroll Support (as defined herein) under Division A, Title IV, Subtitle B of the Coronavirus Aid, Relief, and Economic Security Act. The Signatory Entity named above, on behalf of itself and its Affiliates (as defined herein), agrees to comply with this Agreement and applicable Federal law as a condition of receiving Payroll Support. The Signatory Entity and its undersigned authorized representatives acknowledge that a materially false, fictitious, or fraudulent statement (or concealment or omission of a material fact) in connection with this Agreement may result in administrative remedies as well as civil and/or criminal penalties. The undersigned hereby agree to the attached Payroll Support Progra
CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT THAT IS MARKED BY [***] HAS BEEN OMITTED BECAUSE IT(I) IS NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM TO THE COMPANY IF PUBLICLY DISCLOSED. CREDIT AND GUARANTY AGREEMENT dated as of...Credit and Guaranty Agreement • May 6th, 2020 • Spirit Airlines, Inc. • Air transportation, scheduled • New York
CREDIT AND GUARANTY AGREEMENT, dated as of March 30, 2020 among SPIRIT AIRLINES, INC., a Delaware corporation (“the “Borrower”), the direct and indirect Domestic Subsidiaries of the Borrower from time to time party hereto, each of the several banks and other financial institutions or entities from time to time party hereto (the “Lenders”), CITIBANK, N.A. (“Citibank”), as administrative agent for the Lenders (together with its permitted successors in such capacity, the “Administrative Agent”), and WILMINGTON TRUST, NATIONAL ASSOCIATION, as collateral agent for the Secured Parties (in such capacity, the “Collateral Agent”).
