•] Shares Sun Country Airlines Holdings, Inc. Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • March 8th, 2021 • Sun Country Airlines Holdings, Inc. • Air transportation, scheduled • New York
Sun Country Airlines Holdings, Inc., a Delaware corporation (the “Company”), proposes to sell an aggregate of [•] shares (the “Firm Stock”) of the Company’s common stock, par value $[•] per share (the “Common Stock”). In addition, the Company proposes to grant to the underwriters named in Schedule I (the “Underwriters”) attached to this agreement (this “Agreement”) an option to purchase up to an aggregate of [•] additional shares of the Common Stock on the terms set forth in Section 2 (the “Option Stock”). The Firm Stock and the Option Stock, if purchased, are hereinafter collectively called the “Stock”. This Agreement is to confirm the agreement concerning the purchase of the Stock from the Company by the Underwriters.
AMENDMENT No. 2, dated as of May 15, 2020 (this “Amendment”), to the Asset- Based Revolving Credit Agreement, dated as of December 13, 2017 (as amended by Amendment No. 1, dated as of January 7, 2019, and as further amended, restated, supplemented or...Credit Agreement • February 8th, 2021 • Sun Country Airlines Holdings, Inc. • Air transportation, scheduled • New York
ASSET-BASED REVOLVING CREDIT AGREEMENT dated as of December 13, 2017 (this “Agreement”), among SCA ACQUISITION, LLC, a Delaware limited liability company (“Holdings”), as of the Closing Date pursuant to a joinder agreement in the form attached hereto as Exhibit L, MN AIRLINES, LLC, a Minnesota limited liability company (d/b/a Sun Country Airlines) (the “Borrower”), the LENDERS party hereto from time to time, and BARCLAYS BANK PLC, as Administrative Agent (in such capacity, the “Administrative Agent”) for the Lenders. Capitalized terms used but not defined in this introductory paragraph or the recitals below have the meanings assigned to such terms in Section 1.01.
Sun Country Airlines Holdings, Inc. Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • December 14th, 2023 • Sun Country Airlines Holdings, Inc. • Air transportation, scheduled • New York
ISDA® International Swaps and Derivatives Association, Inc. dated as of May 1, 20192002 Master Agreement • February 8th, 2021 • Sun Country Airlines Holdings, Inc. • Air transportation, scheduled
have entered and/or anticipate entering into one or more transactions (each a “Transaction”) that are or will be governed by this 2002 Master Agreement, which includes the schedule (the “Schedule”), and the documents and other confirming evidence (each a “Confirmation”) exchanged between the parties or otherwise effective for the purpose of confirming or evidencing those Transactions. This 2002 Master Agreement and the Schedule are together referred to as this “Master Agreement”.
INDEMNIFICATION AGREEMENT by and between SUN COUNTRY AIRLINES HOLDINGS, INC. and as Indemnitee Dated as of [_____], 2021Indemnification Agreement • February 8th, 2021 • Sun Country Airlines Holdings, Inc. • Air transportation, scheduled • Delaware
INDEMNIFICATION AGREEMENT, dated effective as of [____], 2021 (this “Agreement”), by and between Sun Country Airlines Holdings, Inc., a Delaware corporation (the “Company”), and [____________] (“Indemnitee”). Capitalized terms used herein and not otherwise defined shall have the respective meanings set forth in Article 1.
LOAN AND GUARANTEE AGREEMENT dated as of October 26, 2020 among SUN COUNTRY, INC., as Borrower, the Guarantors party hereto from time to time, THE UNITED STATES DEPARTMENT OF THE TREASURY, and THE BANK OF NEW YORK MELLON, as Administrative Agent and...Loan and Guarantee Agreement • February 8th, 2021 • Sun Country Airlines Holdings, Inc. • Air transportation, scheduled • New York
LOAN AND GUARANTEE AGREEMENT dated as of October 26, 2020 (this “Agreement”), among SUN COUNTRY, INC., a corporation organized under the laws of Minnesota (the “Borrower”), SUN COUNTRY AIRLINES HOLDINGS, INC., a corporation organized under the laws of Delaware (the “Parent”), SCA ACQUISITION INTERMEDIATE, LLC, a limited liability company organized under the laws of Delaware, SCA ACQUISITION, LLC, a limited liability company organized under the laws of Delaware, the Guarantors party hereto from time to time, the UNITED STATES DEPARTMENT OF THE TREASURY (“Treasury”) and THE BANK OF NEW YORK MELLON as Administrative Agent and Collateral Agent.
PASS THROUGH TRUST AGREEMENT Dated as of December 9, 2019 between SUN COUNTRY, INC. and WILMINGTON TRUST, NATIONAL ASSOCIATION, as TrusteeThrough Trust Agreement • February 8th, 2021 • Sun Country Airlines Holdings, Inc. • Air transportation, scheduled • New York
This PASS THROUGH TRUST AGREEMENT, dated as of December 9, 2019 (this “Basic Agreement”), between SUN COUNTRY, INC., a Minnesota corporation (the “Company”), and WILMINGTON TRUST, NATIONAL ASSOCIATION, a national association, as Trustee, is made with respect to the formation from time to time of separate Sun Country Pass Through Trusts, and the issuance from time to time of separate series of Pass Through Certificates representing fractional undivided interests in the respective Trusts.
CREDIT AGREEMENT dated as of February 10, 2021 among SCA ACQUISITION, LLC, as Holdings, SUN COUNTRY, INC., as Borrower, THE LENDERS AND ISSUING BANKS PARTY HERETO, BARCLAYS BANK PLC, as Administrative Agent and Collateral Agent, BARCLAYS BANK PLC,...Credit Agreement • February 23rd, 2021 • Sun Country Airlines Holdings, Inc. • Air transportation, scheduled • New York
CREDIT AGREEMENT, dated as of February 10, 2021 (this “Agreement”), among SCA ACQUISITION, LLC, a Delaware limited liability company (“Holdings”), SUN COUNTRY, INC., a Minnesota corporation (the “Borrower”), the LENDERS and ISSUING BANKS party hereto from time to time, and BARCLAYS BANK PLC, as Administrative Agent (in such capacity, the “Administrative Agent”) for the Lenders and Collateral Agent for the Secured Parties.
PAYROLL SUPPORT PROGRAM AGREEMENTPayroll Support Program Agreement • December 22nd, 2020 • Sun Country Airlines Holdings, Inc. • Air transportation, scheduled • New York
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.
EMPLOYMENT AGREEMENTEmployment Agreement • February 8th, 2021 • Sun Country Airlines Holdings, Inc. • Air transportation, scheduled • Delaware
This Employment Agreement (this “Agreement”), entered into on April 17, 2019, is made by and between David Davis (the “Executive”) and MN Airlines, LLC, a Delaware limited liability company (together with any of its subsidiaries and Affiliates (as defined below) as may employ the Executive from time to time, and any and all successors thereto, the “Company”).
PAYROLL SUPPORT PROGRAM EXTENSION AGREEMENTExtension Agreement • February 8th, 2021 • Sun Country Airlines Holdings, Inc. • Air transportation, scheduled • New York
The Department of the Treasury (Treasury) hereby provides Payroll Support (as defined herein) under Subtitle A of Title IV of Division N of the Consolidated Appropriations Act, 2021. 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.
REGISTRATION RIGHTS AGREEMENT among SUN COUNTRY AIRLINES HOLDINGS, INC. AND THE HOLDERS PARTY HERETO DATED [ ], 2021Registration Rights Agreement • March 8th, 2021 • Sun Country Airlines Holdings, Inc. • Air transportation, scheduled • Delaware
THIS REGISTRATION RIGHTS AGREEMENT, dated as of [ ], 2021 (this “Agreement”), is entered into by and among Sun Country Airlines Holdings, Inc., a Delaware corporation (together with any successor entity thereto, the “Company”), and each of the Holders (as defined below) that are parties hereto from time to time.
SUN COUNTRY AIRLINES HOLDINGS, INC. RESTRICTED STOCK UNIT AWARD AGREEMENTRestricted Stock Unit Award Agreement • February 14th, 2024 • Sun Country Airlines Holdings, Inc. • Air transportation, scheduled • Delaware
THIS RESTRICTED STOCK UNIT AWARD AGREEMENT (this “Agreement”), is entered into as of [______], (the “Date of Grant”), by and between Sun Country Airlines Holdings, Inc., a Delaware corporation (the “Company”), and [______] (the “Participant”). Capitalized terms used in this Agreement and not otherwise defined herein have the meanings ascribed to such terms in the Sun Country Airlines Holdings, Inc. 2021 Omnibus Incentive Plan, as amended, restated or otherwise modified from time to time in accordance with its terms (the “Plan”).
INCOME TAX RECEIVABLE AGREEMENT dated as of March 19, 2021Income Tax Receivable Agreement • March 22nd, 2021 • Sun Country Airlines Holdings, Inc. • Air transportation, scheduled • New York
This INCOME TAX RECEIVABLE AGREEMENT (as amended from time to time, this “Agreement”), dated as of March 19, 2021, is hereby entered into by and among Sun Country Airlines Holdings, Inc., a Delaware corporation (the “Corporation”) and SCA Horus Holdings, LLC, a Delaware limited liability company (the “Existing Stockholders Representative”).
INTERCREDITOR AGREEMENT Dated as of March 28, 2022 AMONG WILMINGTON TRUST, NATIONAL ASSOCIATION, not in its individual capacity but solely as Trustee under the Sun Country Pass Through Trust 2022-1A and Sun Country Pass Through Trust 2022-1B, AND...Intercreditor Agreement • April 5th, 2022 • Sun Country Airlines Holdings, Inc. • Air transportation, scheduled
INTERCREDITOR AGREEMENT (this “Agreement”) dated as of March 28, 2022, among WILMINGTON TRUST, NATIONAL ASSOCIATION, a national banking association (“WTNA”), not in its individual capacity but solely as Trustee of each Trust (each as defined below); and WTNA, not in its individual capacity except as expressly set forth herein, but solely as Subordination Agent and trustee hereunder (in such capacity, together with any successor appointed pursuant to Article VIII hereof, the “Subordination Agent”).
Sun Country Airlines Holdings, Inc. Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • February 22nd, 2023 • Sun Country Airlines Holdings, Inc. • Air transportation, scheduled • New York
The stockholder named in Schedule II attached hereto as Selling Stockholder (the “Selling Stockholder”) of Sun Country Airlines Holdings, Inc., a Delaware corporation (the “Company”), proposes to sell an aggregate of 5,250,000 shares (the “Firm Stock”) of the Company’s common stock, par value $0.01 per share (the “Common Stock”). In addition, the Selling Stockholder proposes to grant to the underwriters named in Schedule I (the “Underwriters”) attached to this agreement (this “Agreement”) an option to purchase up to an aggregate of 787,500 additional shares of the Common Stock on the terms set forth in Section 3 (the “Option Stock”). The Firm Stock and the Option Stock, if purchased, are hereinafter collectively called the “Stock”. Subject to the sale of the Firm Stock by the Selling Stockholder to the Underwriters in compliance with the terms of this Agreement, the Underwriters have agreed to sell to the Company, and the Company has agreed to purchase from the Underwriters (the “Share
SUN COUNTRY EXECUTIVE EMPLOYMENT LETTEREmployment Letter Agreement • February 14th, 2024 • Sun Country Airlines Holdings, Inc. • Air transportation, scheduled • Delaware
Welcome to a new day at Sun Country Airlines. This Employment Letter Agreement (this “Agreement”), effective as of July 1, 2023 (“Effective Date”), is made by and between Eric Levenhagen (the “Executive”) and Sun Country, Inc., a Minnesota corporation (together with any of its subsidiaries and affiliates) as may employ the Executive from time to time, and any and all successors thereto (the “Company”), and outlines the terms of your employment with the Company.
REGISTRATION RIGHTS AGREEMENT among SUN COUNTRY AIRLINES HOLDINGS, INC. AND THE HOLDERS PARTY HERETO DATED MARCH 19, 2021Adoption Agreement • March 22nd, 2021 • Sun Country Airlines Holdings, Inc. • Air transportation, scheduled • Delaware
THIS REGISTRATION RIGHTS AGREEMENT, dated as of March 19, 2021 (this “Agreement”), is entered into by and among Sun Country Airlines Holdings, Inc., a Delaware corporation (together with any successor entity thereto, the “Company”), and each of the Holders (as defined below) that are parties hereto from time to time.
ASSET-BASED REVOLVING CREDIT AGREEMENT Dated as of December 13, 2017, Among SCA ACQUISITION, LLC, as Holdings, MN AIRLINES, LLC, as the Borrower (from and after the Closing Date), THE LENDERS PARTY HERETO, BARCLAYS BANK PLC, as Administrative Agent...Asset-Based Revolving Credit Agreement • February 8th, 2021 • Sun Country Airlines Holdings, Inc. • Air transportation, scheduled • New York
ASSET-BASED REVOLVING CREDIT AGREEMENT dated as of December 13, 2017 (this “Agreement”), among SCA ACQUISITION, LLC, a Delaware limited liability company (“Holdings”), as of the Closing Date pursuant to a joinder agreement in the form attached hereto as Exhibit L, MN AIRLINES, LLC, a Minnesota limited liability company (d/b/a Sun Country Airlines) (the “Borrower”), the LENDERS party hereto from time to time, and BARCLAYS BANK PLC, as Administrative Agent (in such capacity, the “Administrative Agent”) for the Lenders. Capitalized terms used but not defined in this introductory paragraph or the recitals below have the meanings assigned to such terms in Section 1.01.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • March 8th, 2021 • Sun Country Airlines Holdings, Inc. • Air transportation, scheduled • New York
This SECURITIES PURCHASE AGREEMENT (this “Agreement”) is entered into as of March 7, 2021, by and among each of the several buyers set forth on Schedule A hereto (each, a “Buyer” and, collectively, the “Buyers”), Sun Country Airlines Holdings, Inc., a Delaware corporation (the “Company”), and SCA Horus Holdings, LLC, a Delaware limited liability company (“Seller”).
Amendment No. 18 to Inventory Support & Services AgreementServices Agreement • February 8th, 2021 • Sun Country Airlines Holdings, Inc. • Air transportation, scheduled
This Amendment No. 18 (“Amendment”) to the Inventory Support & Services Agreement between Delta Air Lines, Inc (“Delta”) and MN Airlines, LLC (“MN Airlines”) dated both October 8, 2003 and October 27, 2003, (as amended, the “Agreement”), shall be effective as of May 15, 2019 (“Effective Date”).
Amendment No. 7 to Technical Services AgreementTechnical Services Agreement • February 8th, 2021 • Sun Country Airlines Holdings, Inc. • Air transportation, scheduled
This Amendment no. 7 (“Amendment”) to the Inventory Support & Services Agreement Between Delta Air Lines, Inc (“Delta”) and MN Airlines, LLC, (“Sun Country”) dated October 8, 2003, (the “Agreement”), shall be effective as of the 7th day of April, 2009 (“Effective Date”).
Amendment to Technical Services AgreementTechnical Services Agreement • February 8th, 2021 • Sun Country Airlines Holdings, Inc. • Air transportation, scheduled
This Amendment no. 1 (“Amendment”) to the Inventory Support & Services Agreement Between Delta Air Lines, Inc and MN Airlines, LLC (“MN”) dated October 8, 2003 (the “Agreement”), is entered into this 8th day of November, 2004.
TRUST AGREEMENT OF SCA-1 INTERMEDIATE AIRCRAFT HOLDING TRUSTTrust Agreement • February 8th, 2021 • Sun Country Airlines Holdings, Inc. • Air transportation, scheduled • Delaware
THIS TRUST AGREEMENT is made as of September 25, 2018 (this “Agreement”), by and among SCA-I Intermediate Charitable Trust, as Depositor (the “Depositor”), and Wilmington Trust Company, a Delaware trust company (the “Trustee”) hereby agree as follows:
AMENDMENT NO. 1 TO AMENDED AND RESTATED CO-BRAND MARKETING AGREEMENTMarketing Agreement • February 8th, 2021 • Sun Country Airlines Holdings, Inc. • Air transportation, scheduled
THIS AMENDMENT NUMBER 1 TO THE AMENDED AND RESTATED CO-BRAND MARKETING AGREEMENT (this “Amendment”), dated as of November 1, 2018 (“Effective Date”), is made and entered into by and between FIRST NATIONAL BANK OF OMAHA (“FNBO”) and MN AIRLINES LLC d/b/a SUN COUNTRY AIRLINES (“Co-Brand Partner”).
AMENDED AND RESTATED CO-BRAND MARKETING AGREEMENTCo-Brand Marketing Agreement • February 8th, 2021 • Sun Country Airlines Holdings, Inc. • Air transportation, scheduled • New York
This Amended and Restated Co-Brand Marketing Agreement (“Agreement”), dated as of October 17, 2018 (“Execution Date”) is made by and between First National Bank of Omaha, a national banking association with an address of 1620 Dodge Street, Omaha, Nebraska 68197 (“FNBO”) and MN Airlines, LLC doing business as Sun Country Airlines, a Minnesota limited liability company with an address of 1300 Corporate Center Curve, Eagan, Minnesota 55121 (“Co-Brand Partner”).
Certain identified information has been excluded from this exhibit because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed. [***] indicates that information has been redacted. AMENDMENT NO. 1 TO AIR...Air Transportation Services Agreement • February 8th, 2021 • Sun Country Airlines Holdings, Inc. • Air transportation, scheduled
This Amendment No. 1 to Air Transportation Services Agreement (“Amendment No. 1”), dated as of June 30, 2020 (“Amendment No. 1 Effective Date”), will amend that certain Air Transportation Services Agreement dated as of December 13, 2019 (“Agreement”) by and between Sun Country, Inc., a Minnesota corporation (“Sun Country”), and Amazon.com Services LLC (successor to Amazon.com Services, Inc.), a Delaware company (“Amazon”). Sun Country and Amazon are also referred to collectively herein as the “Parties” or each, individually, as a “Party”.
ContractSun Country Airlines Holdings, Inc. • February 8th, 2021 • Air transportation, scheduled • New York
AMENDMENT No. 1, dated as of January 7, 2019 (this “Amendment”), to the Asset-Based Revolving Credit Agreement, dated as of December 13, 2017 (as amended, restated, supplemented or otherwise modified, refinanced or replaced from time to time, the “Credit Agreement”), among SCA ACQUISITION, LLC, a Delaware limited liability company (“Holdings”), MN AIRLINES, LLC, a Minnesota limited liability company (d/b/a Sun Country Airlines) (the “Borrower”), the Lenders from time to time party thereto and BARCLAYS BANK PLC, as Administrative Agent (together with its successors and assigns, the “Administrative Agent”). Capitalized terms used but not defined herein have the meaning provided in the Credit Agreement as amended hereby (the “Amended Credit Agreement”).
HEADQUARTERS FACILITY LEASE AGREEMENT Between MN Airlines, LLC, d/b/a Sun Country Airlines And Metropolitan Airports Commission Minneapolis-St. Paul International Airport FEBRUARY 2019Facility Lease Agreement • February 8th, 2021 • Sun Country Airlines Holdings, Inc. • Air transportation, scheduled • Minnesota
This Agreement (“Agreement” or “Lease”) date for reference purposes as the 19th day of February, 2019, by and between the Metropolitan Airports Commission, a public corporation of the State of Minnesota (“MAC”) and MN Airlines, LLC d/b/a Sun Country Airlines (“Tenant” or “Sun Country”). MAC and Tenant may hereinafter be referred to as a “Party” or collectively as the “Parties.”
Amendment No. 14 to Technical Services AgreementTechnical Services Agreement • February 8th, 2021 • Sun Country Airlines Holdings, Inc. • Air transportation, scheduled
This Amendment no. 14 (“Amendment”) to the Inventory Support & Services Agreement between Delta Air Lines, Inc (“Delta”) and MN Airlines, LLC (“Sun Country”) dated October 8, 2003, (the “Agreement”), shall be effective as of the 28th day of May, 2013 (“Effective Date”).
Amendment to Technical Services AgreementTechnical Services Agreement • February 8th, 2021 • Sun Country Airlines Holdings, Inc. • Air transportation, scheduled
This Amendment no. 2 (“Amendment”) to the Inventory Support & Services Agreement Between Delta Air Lines, Inc and MN Airlines, LLC (“MN”) dated October 8, 2003 (the “Agreement”), is entered into this 18 day of March, 2005.
MEMBERSHIP INTEREST PURCHASE AGREEMENT by and among MINNESOTA AVIATION, LLC, SCA ACQUISITION HOLDINGS, LLC and SCA ACQUISITION, LLC December 13, 2017Membership Interest Purchase Agreement • February 8th, 2021 • Sun Country Airlines Holdings, Inc. • Air transportation, scheduled • Delaware
This MEMBERSHIP INTEREST PURCHASE AGREEMENT, dated as of December 13, 2017 (this “Agreement”), is by and among Minnesota Aviation, LLC, a Minnesota limited liability company, (“Seller”), SCA Acquisition Holdings, LLC, a Delaware limited liability company (“Parent”) and SCA Acquisition, LLC, a Delaware limited liability company and a wholly-owned indirect subsidiary of Parent (“Buyer”, and together with Parent, “Buyer Parties”).
Amendment No. 15 to Technical Services AgreementTechnical Services Agreement • February 8th, 2021 • Sun Country Airlines Holdings, Inc. • Air transportation, scheduled
This Amendment no. 15 (“Amendment”) to the Inventory Support & Services Agreement Between Delta Air Lines, Inc (“Delta”) and MN Airlines, LLC, (“Sun Country”) dated October 8, 2003, (the “Agreement”), shall be effective as of the 23rd day of July, 2014 “Effective Date”).
Amendment No. 8 to Technical Services AgreementTechnical Services Agreement • February 8th, 2021 • Sun Country Airlines Holdings, Inc. • Air transportation, scheduled
This Amendment no. 8 (“Amendment”) to the Inventory Support & Services Agreement Between Delta Air Lines, Inc (“Delta”) and MN Airlines, LLC, (‘‘Sun Country”) dated October 8,2003, (the “Agreement”), shall be effective as of the 1st day of May, 2009 (“Effective Date”).
AMENDED AND RESTATED AIRLINE OPERATING AGREEMENT AND TERMINAL BUILDING LEASE MINNEAPOLIS-ST. PAUL INTERNATIONAL AIRPORT BETWEEN METROPOLITAN AIRPORTS COMMISSION AND MN AIRLINES, LLC d/b/a SUN COUNTRY AIRLINES EFFECTIVE JANUARY 1, 2019Airline Operating Agreement • February 8th, 2021 • Sun Country Airlines Holdings, Inc. • Air transportation, scheduled • Minnesota
THIS AMENDED AND RESTATED AIRLINE OPERATING AGREEMENT AND TERMINAL BUILDING LEASE, effective as of January 1, 2019, by and between the Metropolitan Airports Commission, a public corporation under the laws of the State of Minnesota (hereinafter referred to as “MAC” or “Commission”), and MN Airlines, LLC d/b/a Sun Country Airlines a corporation organized and existing under the laws of the State of Minnesota and authorized to do business in the State of Minnesota (hereinafter referred to as “AIRLINE”).
