REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 25th, 2020 • Aspirational Consumer Lifestyle Corp. • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of September 25, 2020, is made and entered into by and among Aspirational Consumer Lifestyle Corp., a Cayman Islands exempted company (the “Company”), and Aspirational Consumer Lifestyle Sponsor LLC, a Cayman Islands limited liability company (the “Sponsor”), and any other parties listed on the signature page hereto (together with the sponsor and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, the “Holders” and, each, a “Holder”).
22,500,000 Units Aspirational Consumer Lifestyle Corp. UNDERWRITING AGREEMENTUnderwriting Agreement • September 25th, 2020 • Aspirational Consumer Lifestyle Corp. • New York
WARRANT AGREEMENT ASPIRATIONAL CONSUMER LIFESTYLE CORP. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated September 25, 2020Warrant Agreement • September 25th, 2020 • Aspirational Consumer Lifestyle Corp. • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated September 25, 2020, is by and between Aspirational Consumer Lifestyle Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, the “Warrant Agent”).
SPONSOR WARRANTS PURCHASE AGREEMENTSponsor Warrants Purchase Agreement • September 25th, 2020 • Aspirational Consumer Lifestyle Corp. • New York
THIS SPONSOR WARRANTS PURCHASE AGREEMENT, dated as of September 22, 2020 (as it may from time to time be amended, this “Agreement”), is entered into by and between Aspirational Consumer Lifestyle Corp., a Cayman Islands exempted company (the “Company”), and Aspirational Consumer Lifestyle Sponsor LLC, a Cayman Islands limited liability company (the “Purchaser”).
INDEMNITY AGREEMENTIndemnity Agreement • September 16th, 2020 • Aspirational Consumer Lifestyle Corp. • Delaware
NOW, THEREFORE, in consideration of the premises and the covenants contained herein and subject to the provisions of the letter agreement dated as of [•], 2020 between the Company, Indemnitee and other parties thereto, the Company and Indemnitee do hereby covenant and agree as follows:
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • September 25th, 2020 • Aspirational Consumer Lifestyle Corp. • New York
Pursuant to Section 1(k) of the Investment Management Trust Agreement between Aspirational Consumer Lifestyle Corp. (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of [●], 2020 (the “Trust Agreement”), the Company hereby requests that you deliver to the redeeming Public Shareholders on behalf of the Company $ of the principal and interest income earned on the Property as of the date hereof. Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement.
INDEMNITY AGREEMENTIndemnity Agreement • September 25th, 2020 • Aspirational Consumer Lifestyle Corp. • Delaware
NOW, THEREFORE, in consideration of the premises and the covenants contained herein and subject to the provisions of the letter agreement dated as of September 22, 2020 between the Company, Indemnitee and other parties thereto, the Company and Indemnitee do hereby covenant and agree as follows:
Aspirational Consumer Lifestyle Corp.Letter Agreement • September 25th, 2020 • Aspirational Consumer Lifestyle Corp. • New York
WHEELS UP EXPERIENCE INC. INDEMNIFICATION AGREEMENTIndemnification Agreement • July 19th, 2021 • Wheels Up Experience Inc. • Air transportation, nonscheduled • Delaware
This Indemnification Agreement (this “Agreement”) is made by and between Wheels Up Experience Inc., a Delaware corporation (the “Company”, as such term is modified in Section 11), and [●] (“Indemnitee”). This Agreement is effective as of July 13, 2021.
EMPLOYMENT AGREEMENTEmployment Agreement • July 19th, 2021 • Wheels Up Experience Inc. • Air transportation, nonscheduled
THIS AGREEMENT (this “Agreement”) is entered into as of this 10th day of August 2020 by and between Thomas Bergeson (the “Executive”) and Wheels Up Partners LLC, a Delaware limited liability company (the “Company”).
Aspirational Consumer Lifestyle Corp.Letter Agreement • September 16th, 2020 • Aspirational Consumer Lifestyle Corp. • New York
ASPIRATIONAL CONSUMER LIFESTYLE CORP.Aspirational Consumer Lifestyle Corp. • September 4th, 2020 • New York
Aspirational Consumer Lifestyle Corp., a Cayman Islands exempted company (the “Company”), is pleased to accept the offer Aspirational Consumer Lifestyle Sponsor LLC, a Cayman Islands limited liability company (the “Subscriber” or “you”), has made to subscribe for 6,468,750 of the Company’s Class B ordinary shares (the “Shares”), of US$0.0001 par value per share (the “Class B Shares”), up to 843,750 of which are subject to forfeiture by you if the underwriters of the Company’s initial public offering of its securities (“IPO”), if any, do not fully exercise their over-allotment option (the “Over-allotment Option”). For the purposes of this agreement (this “Agreement”), references to “Ordinary Shares” are to, collectively, the Class B Shares and the Company’s Class A ordinary shares, of US$0.0001 par value per share (the “Class A Shares”). Upon certain terms and conditions, the Class B Shares will automatically convert into Class A Shares on a one-for-one basis, subject to adjustment. Unl
AMENDMENT NO. 1 TO CREDIT AGREEMENTCredit Agreement • November 16th, 2023 • Wheels Up Experience Inc. • Air transportation, nonscheduled • New York
This AMENDMENT NO. 1 TO CREDIT AGREEMENT (this “Amendment”), dated as of November 15, 2023, is by and among WHEELS UP EXPERIENCE INC., a Delaware corporation (the “Borrower”), each other Loan Party party hereto, Delta Air Lines, Inc. (“Delta”), CK Wheels LLC (together with Delta, the “Lead Lenders”), each other Lender party hereto, each 2023 Incremental Term Lender (as defined below) and U.S. BANK TRUST COMPANY, N.A., not in its individual capacity but solely as administrative agent for the Lenders (together with its permitted successors in such capacity, the “Administrative Agent”).
CREDIT AGREEMENT dated as of September 20, 2023 among WHEELS UP EXPERIENCE INC., as Borrower, THE SUBSIDIARIES OF BORROWER PARTY HERETO, as Guarantors, THE LENDERS PARTY HERETO andCredit Agreement • September 21st, 2023 • Wheels Up Experience Inc. • Air transportation, nonscheduled • New York
SEPARATION AND RELEASE AGREEMENTSeparation and Release Agreement • May 2nd, 2023 • Wheels Up Experience Inc. • Air transportation, nonscheduled
This Separation and Release Agreement (this “Agreement”) is entered into by and between Lee Applbaum (“Employee”) and Wheels Up Partners LLC (the “Company”). In consideration of the material promises contained herein, the parties agree as follows:
AIRCRAFT MORTGAGE AND SECURITY AGREEMENT dated as of September 20, 2023 made by WHEELS UP PARTNERS LLC, as Owner in favor of not in its individual capacity but solely in its capacity as Collateral Agent, as MortgageeAircraft Mortgage and Security Agreement • September 21st, 2023 • Wheels Up Experience Inc. • Air transportation, nonscheduled • New York
THIS AIRCRAFT MORTGAGE AND SECURITY AGREEMENT dated as of September __, 2023 (as amended, supplemented or otherwise modified from time to time, including by one or more Mortgage Supplements, this “Mortgage”) is made by WHEELS UP PARTNERS LLC, a Delaware limited liability company (“Owner”), in favor of U.S. BANK TRUST COMPANY, N.A., not in its individual capacity, but solely in its capacity as Collateral Agent, as mortgagee (“Mortgagee”) for the Secured Parties.
WHEELS UP EXPERIENCE INC. PERFORMANCE AWARD AGREEMENTPerformance Award Agreement • March 7th, 2024 • Wheels Up Experience Inc. • Air transportation, nonscheduled • Delaware
This Performance Award Agreement (this “Agreement”) is made effective as of March 3, 2024 (the “Grant Date”), between Wheels Up Experience Inc., a Delaware corporation (the “Company”), and Todd Smith (the “Grantee”).
EMPLOYMENT AGREEMENTEmployment Agreement • December 1st, 2023 • Wheels Up Experience Inc. • Air transportation, nonscheduled • Georgia
This AMENDED AND RESTATED EMPLOYMENT AGREEMENT, dated as of November 30, 2023 (this “Agreement”), is made and entered into by and among Wheels Up Experience Inc. (the “Company”), Wheels Up Partners LLC, an indirect subsidiary of the Company (“WUP”), and George Mattson (the “Executive,” and together with the Company and WUP, the “Parties”).
OMNIBUS AGREEMENT AND AMENDMENT NO. 1Omnibus Agreement • May 6th, 2021 • Aspirational Consumer Lifestyle Corp. • Air transportation, nonscheduled
This OMNIBUS AGREEMENT AND AMENDMENT NO. 1 (this “Amendment”) is dated as of June 30, 2015 among WHEELS UP PARTNERS LLC, a limited liability company duly organized and validly existing under the laws of the State of Delaware (the “Borrower”); BANK OF UTAH, as administrative agent (the “Administrative Agent”); the LENDERS party hereto; and BANK OF UTAH, as Security Trustee (the “Security Trustee”).
AMENDMENT NO. 1 TO INVESTMENT AND INVESTOR RIGHTS AGREEMENTInvestment and Investor Rights Agreement • November 16th, 2023 • Wheels Up Experience Inc. • Air transportation, nonscheduled
This Amendment No. 1 (“Amendment”), dated as of November 15, 2023, to the Investment and Investor Rights Agreement, dated as of September 20, 2023 (the “Investment Agreement”), by and among Wheels Up Experience Inc., a Delaware corporation (the “Company”), Delta Air Lines, Inc., a Delaware corporation (“Delta”), CK Wheels LLC, a Delaware limited liability company (“CK Wheels”), and Cox Investment Holdings, Inc., a Delaware corporation (“Cox” and, each of Cox, Delta and CK Wheels, each an “Initial Investor” and collectively, the “Initial Investors”), is made and entered into by and between the Company and the Initial Investors. Capitalized terms used herein without definition have the meanings assigned to them in the Investment Agreement.
FIRST AMENDMENT TO SECURED PROMISSORY NOTESecured Promissory Note • September 21st, 2023 • Wheels Up Experience Inc. • Air transportation, nonscheduled • New York
This FIRST AMENDMENT TO SECURED PROMISSORY NOTE (this “Agreement”), dated as of August 15, 2023, is made by and among Wheels Up Experience Inc., a Delaware corporation (the “Borrower”), each Guarantor and Delta Air Lines, Inc. (the “Payee”).
COMMERCIAL COOPERATION AGREEMENTCommercial Cooperation Agreement • May 6th, 2021 • Aspirational Consumer Lifestyle Corp. • Air transportation, nonscheduled • Delaware
This Commercial Cooperation Agreement (this “Agreement”) is entered into as of January 17, 2020 (the “Effective Date”), by and among Delta Air Lines, Inc., a Delaware corporation (“Delta”), Wheels Up Partners LLC, a Delaware limited liability company (“WUP”), and Wheels Up Partners Holdings LLC, a Delaware limited liability company (“WUPH” and together with WUP and their Affiliates (as defined below), “Wheels Up”). Each of Delta, WUPH, and WUP are sometimes referred to herein as a “Party” and collectively as the “Parties.”
AMENDED AND RESTATED SECURED CREDIT AGREEMENT dated as of August 27, 2014 among WHEELS UP PARTNERS LLC, THE LENDERS PARTY HERETO, BANK OF UTAH, as Security Trustee and BANK OF UTAH, as Administrative Agent JEFFERIES LLC as Sole Lead Arranger and Sole...Secured Credit Agreement • May 6th, 2021 • Aspirational Consumer Lifestyle Corp. • Air transportation, nonscheduled • New York
AMENDED AND RESTATED SECURED CREDIT AGREEMENT (this “Agreement”) dated as of August 27, 2014, among WHEELS UP PARTNERS LLC, a limited liability company duly organized and validly existing under the laws of the State of Delaware (the “Borrower”); BANK OF UTAH, as administrative agent (the “Administrative Agent”); the LENDERS party hereto; and BANK OF UTAH, as Security Trustee (the “Security Trustee”).
SCHEDULE I As of December 31, 2023Wheels Up Experience Inc. • March 7th, 2024 • Air transportation, nonscheduled
The following documents (hereinafter collectively referred to as the “Aircraft-Specific Documents”) have been filed with this Annual Report on Form 10-K as form documents:
EMPLOYMENT AGREEMENTEmployment Agreement • May 6th, 2021 • Aspirational Consumer Lifestyle Corp. • Air transportation, nonscheduled
THIS AGREEMENT (this “Agreement”) is entered into as of this 17th day of April, 2020 by and among Kenneth Dichter (the “Executive”), Wheels Up Partners LLC, a Delaware limited liability company (the “Company”) and, solely for purposes of Section 5.4, Wheels Up Partners Holdings LLC (“Holdings”).
SECOND OMNIBUS AGREEMENT AND AMENDMENT NO. 3 TO CREDIT AGREEMENT AND AMENDMENT NO. 2 TO SECURITY AGREEMENTCredit Agreement • May 6th, 2021 • Aspirational Consumer Lifestyle Corp. • Air transportation, nonscheduled
This SECOND OMNIBUS AGREEMENT AND AMENDMENT NO. 3 TO CREDIT AGREEMENT AND AMENDMENT NO. 2 TO SECURITY AGREEMENT (this “Amendment”) is dated as of April 1, 2016 between WHEELS UP PARTNERS LLC, a limited liability company duly organized and validly existing under the laws of the State of Delaware (the “Borrower”), and BANK OF UTAH, as administrative agent (the “Administrative Agent”) and as Security Trustee (the “Security Trustee”); and is consented to and agreed by the undersigned LENDERS.
FORM OF SEVENTH AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF WHEELS UP PARTNERS HOLDINGS LLC DATED JULY 13, 2021Limited Liability Company Agreement • July 19th, 2021 • Wheels Up Experience Inc. • Air transportation, nonscheduled • Delaware
This SEVENTH AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (together with the Exhibits and Schedules attached hereto and as amended, supplemented, restated or otherwise modified from time to time in accordance with this LLC Agreement, this “LLC Agreement”) of Wheels Up Partners Holdings LLC, a Delaware limited liability company (the “Company”), is entered into as of July 13, 2021, by and among Wheels Up Experience Inc. (previously known as Aspirational Consumer Lifestyle Corp.), a Delaware corporation (“PubCo”), as a Member and the Managing Member as of the date hereof, Wheels Up Blocker Sub LLC, a Delaware limited liability company (“Wheels Up Blocker Sub”), as a Member, Wheels Up MIP LLC, a Delaware limited liability company (“MIP LLC”), as a Member, Wheels Up MIP RI LLC, a Delaware limited liability company (“MIP RI LLC”), as a Member, and each other Person who is or at any time becomes a Member in accordance with the terms of this LLC Agreement and the Act. Capitalized t
RESTRICTED INTEREST AWARD AGREEMENT Wheels Up Partners Holdings LLC Equity Incentive Plan [VIII] Series [●] InterestsRestricted Interest Award Agreement • March 15th, 2021 • Aspirational Consumer Lifestyle Corp. • Blank checks • New York
THIS RESTRICTED INTEREST AWARD AGREEMENT (this “Agreement”) is made as of the grant date specified on the signature page hereto (the “Grant Date”), among Wheels Up Partners Holdings LLC, a Delaware limited liability company (the “Company”), Wheels Up MIP RI LLC, a Delaware limited liability company (“MIP RI LLC”), and the recipient identified on the signature page hereto (“Recipient”). Certain definitions are set forth in Section 8 of this Agreement. Capitalized terms used but not otherwise defined shall have the meaning given thereto in the Plan.
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 19th, 2021 • Wheels Up Experience Inc. • Air transportation, nonscheduled • New York
THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of July 13, 2021, is made and entered into by and among Wheels Up Experience Inc., a Delaware corporation (the “Company”) (formerly known as Aspirational Consumer Lifestyle Corp., a Cayman Islands exempted company limited by shares prior to its domestication as a Delaware corporation), Aspirational Consumer Lifestyle Sponsor LLC, a Cayman Islands limited liability company (the “Sponsor”), certain equityholders of Wheels Up Partners Holdings LLC, a Delaware limited liability company (“Wheels Up”) set forth on Schedule 1 hereto (such equityholders, the “Wheels Up Holders”), Leo Austin, Neil Jacobs and Frank Newman (together with Leo Austin and Neil Jacobs, the “Director Holders” and, collectively with the Sponsor, the Wheels Up Holders and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 6.2 or Section 6.10 of this Agreement, the “Holders” and each, a “Holder”).
AGREEMENT AND PLAN OF MERGER by and among ASPIRATIONAL CONSUMER LIFESTYLE CORP., KITTYHAWK MERGER SUB LLC, WHEELS UP BLOCKER SUB LLC, KITTYHAWK BLOCKER SUB I INC., KITTYHAWK BLOCKER SUB II INC., KITTYHAWK BLOCKER SUB III INC., KITTYHAWK BLOCKER SUB IV...Agreement and Plan of Merger • February 2nd, 2021 • Aspirational Consumer Lifestyle Corp. • Blank checks • Delaware
This Agreement and Plan of Merger, dated as of February 1, 2021 (this “Agreement”), is made and entered into by and among (a) Aspirational Consumer Lifestyle Corp., a Cayman Islands exempted company limited by shares (which shall migrate to and domesticate as a Delaware corporation prior to the Closing (as defined below)) (“Acquiror”), (b) KittyHawk Merger Sub LLC, a Delaware limited liability company and a direct wholly owned subsidiary of Acquiror (“Merger Sub”), (c) Wheels Up Blocker Sub LLC, a Delaware limited liability company and a direct wholly owned subsidiary of Acquiror (“Blocker Sub”), (d) KittyHawk Blocker Sub I Inc., a Delaware corporation and a direct wholly owned subsidiary of Acquiror (“Blocker Merger Sub I”), (e) KittyHawk Blocker Sub II Inc., a Delaware corporation and a direct wholly owned subsidiary of Acquiror (“Blocker Merger Sub II”), (f) KittyHawk Blocker Sub III Inc., a Delaware corporation and a direct wholly owned subsidiary of Acquiror (“Blocker Merger Sub I
SECOND AMENDMENT TO SECURED PROMISSORY NOTESecured Promissory Note • September 21st, 2023 • Wheels Up Experience Inc. • Air transportation, nonscheduled • New York
This SECOND AMENDMENT TO SECURED PROMISSORY NOTE (this “Agreement”), dated as of August 21, 2023, is made by and among Wheels Up Experience Inc., a Delaware corporation (the “Borrower”), each Guarantor and Delta Air Lines, Inc. (the “Payee”).
LOAN AGREEMENTLoan Agreement • May 6th, 2021 • Aspirational Consumer Lifestyle Corp. • Air transportation, nonscheduled • New York
THIS LOAN AGREEMENT (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”), dated as of June 30, 2017, is among BANK OF UTAH, not in its individual capacity, except as expressly provided herein, but solely as owner trustee under the Trust Agreement, as Owner (the “Owner”), WU LEASING II LLC, a Delaware limited liability company, as Owner Participant (the “Owner Participant”) and WU FINANCE II LLC, as lender (the “Lender”).
AMENDMENT NO. 4 TO CREDIT AGREEMENTCredit Agreement • May 6th, 2021 • Aspirational Consumer Lifestyle Corp. • Air transportation, nonscheduled
This AMENDMENT NO. 4 TO CREDIT AGREEMENT (this “Amendment”) is dated as of December 15, 2017 among WHEELS UP PARTNERS LLC, a limited liability company duly organized and validly existing under the laws of the State of Delaware (the “Borrower”), and BANK OF UTAH, as administrative agent (the “Administrative Agent”) and as security trustee (the “Security Trustee”); and is consented to and agreed by the undersigned CLASS B LENDER.
AMENDMENT NO. 2 TO SEVENTH AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENTLimited Liability Company Agreement • June 8th, 2023 • Wheels Up Experience Inc. • Air transportation, nonscheduled • Delaware
This AMENDMENT NO. 2 (this “Amendment”) to the Seventh Amended and Restated Limited Liability Company Agreement, dated as of July 13, 2021 (as amended by Amendment No. 1 thereto, dated as of April 1, 2022, the “LLC Agreement”), of Wheels Up Partners Holdings LLC, a Delaware limited liability company (the “Company”), is entered into as of June 7, 2023, by and among the Company and Wheels Up Experience Inc., a Delaware corporation (the “Managing Member”). Except as otherwise provided herein, capitalized terms used herein shall have the meanings set forth in the LLC Agreement.
THIRD AMENDMENT TO SECURED PROMISSORY NOTESecured Promissory Note • September 21st, 2023 • Wheels Up Experience Inc. • Air transportation, nonscheduled • New York
This THIRD AMENDMENT TO SECURED PROMISSORY NOTE (this “Agreement”), dated as of September 6, 2023, is made by and among Wheels Up Experience Inc., a Delaware corporation (the “Borrower”), each Guarantor and Delta Air Lines, Inc. (the “Payee”).
