INTERCREDITOR AGREEMENT Dated as of November 28, 2017 among WILMINGTON TRUST, NATIONAL ASSOCIATION as Trustee of the Spirit Airlines Pass Through Trust 2017-1AA, Spirit Airlines Pass Through Trust 2017-1A, and Spirit Airlines Pass Through Trust 2017-1BIntercreditor Agreement • November 28th, 2017 • Spirit Airlines, Inc. • Air transportation, scheduled • New York
This INTERCREDITOR AGREEMENT, dated as of November 28, 2017, is made by and among WILMINGTON TRUST, NATIONAL ASSOCIATION, a national banking association (in its individual capacity, together with its successors and permitted assigns, “WTNA”), not in its individual capacity but solely as trustee of each Trust (such term and other capitalized terms used herein without definition being defined as provided in Article I); COMMONWEALTH BANK OF AUSTRALIA, NEW YORK BRANCH (“CBA”), as Class AA Liquidity Provider, Class A Liquidity Provider and Class B Liquidity Provider, and WILMINGTON TRUST, NATIONAL ASSOCIATION, 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 VII, the “Subordination Agent”).
INDENTURE AND SECURITY AGREEMENT ([Reg. No.]) Dated as of , 20 1 between SPIRIT AIRLINES, INC., and WILMINGTON TRUST, NATIONAL ASSOCIATION, as Loan Trustee One Airbus [Model] (Generic Manufacturer and Model Airbus [Generic Model]) AircraftIndenture and Security Agreement • November 28th, 2017 • Spirit Airlines, Inc. • Air transportation, scheduled • New York
This INDENTURE AND SECURITY AGREEMENT ([REG. NO.]), dated as of , 20 2, is made by and between SPIRIT AIRLINES, INC., a Delaware corporation (together with its successors and permitted assigns, the “Company”), and WILMINGTON TRUST, NATIONAL ASSOCIATION, a national banking association, not in its individual capacity, except as expressly stated herein, but solely as Loan Trustee hereunder (together with its permitted successors hereunder, the “Loan Trustee”).
REVOLVING CREDIT AGREEMENT (2017-1A) Dated as of November 28, 2017 between WILMINGTON TRUST, NATIONAL ASSOCIATION, as Subordination Agent, as agent and trustee for the trustee of Spirit Airlines Pass Through Trust 2017-1A, as Borrower and COMMONWEALTH...Revolving Credit Agreement • November 28th, 2017 • Spirit Airlines, Inc. • Air transportation, scheduled • New York
This REVOLVING CREDIT AGREEMENT (2017-1A), dated as of November 28, 2017, is made by and between WILMINGTON TRUST, NATIONAL ASSOCIATION, a national banking association, not in its individual capacity but solely as Subordination Agent (such term and other capitalized terms used herein without definition being defined as provided in Article I) under the Intercreditor Agreement (as defined below), as agent and trustee for the Class A Trustee (in such capacity, together with its successors in such capacity, the “Borrower”), and COMMONWEALTH BANK OF AUSTRALIA, NEW YORK BRANCH, an Australian corporation acting through its New York Branch (the “Liquidity Provider”).
ESCROW AND PAYING AGENT AGREEMENT (Class A) Dated as of November 28, 2017 among WILMINGTON TRUST COMPANY, as Escrow Agent MORGAN STANLEY & CO. LLC, CITIGROUP GLOBAL MARKETS INC., GOLDMAN SACHS & CO. LLC, and BARCLAYS CAPITAL INC., as Underwriters...Escrow and Paying Agent Agreement • November 28th, 2017 • Spirit Airlines, Inc. • Air transportation, scheduled • New York
This ESCROW AND PAYING AGENT AGREEMENT (Class A), dated as of November 28, 2017 (as amended, modified or supplemented from time to time, this “Agreement”), is made by and among WILMINGTON TRUST COMPANY, a Delaware trust company, as Escrow Agent (in such capacity, together with its successors in such capacity, the “Escrow Agent”); MORGAN STANLEY & CO. LLC, CITIGROUP GLOBAL MARKETS INC., GOLDMAN SACHS & CO. LLC and BARCLAYS CAPITAL INC., as underwriters of the Certificates referred to below (the “Underwriters” and together with their respective transferees and assigns as registered owners, and any future registered owners from time to time, of the Certificates, the “Investors”) under the Underwriting Agreement referred to below; WILMINGTON TRUST, NATIONAL ASSOCIATION, a national banking association, not in its individual capacity except as otherwise expressly provided herein, but solely as trustee (in such capacity, together with its successors in such capacity, the “Pass Through Trustee
DEPOSIT AGREEMENT (Class B) Dated as of November 28, 2017 between WILMINGTON TRUST COMPANY, as Escrow Agent and CITIBANK, N.A., as DepositaryDeposit Agreement • November 28th, 2017 • Spirit Airlines, Inc. • Air transportation, scheduled • New York
This DEPOSIT AGREEMENT (Class B), dated as of November 28, 2017 (as amended, modified or supplemented from time to time, this “Agreement”), is made by and between WILMINGTON TRUST COMPANY, a Delaware trust company, as Escrow Agent under the Escrow and Paying Agent Agreement referred to below (in such capacity, together with its successors in such capacity, the “Escrow Agent”), and CITIBANK, N.A., as depositary bank (the “Depositary”).
TRUST SUPPLEMENT NO. 2017-1A Dated as of November 28, 2017 between SPIRIT AIRLINES, INC. and WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee, To PASS THROUGH TRUST AGREEMENT Dated as of August 11, 2015 Spirit Airlines Pass Through Trust 2017-1A...Trust Supplement • November 28th, 2017 • Spirit Airlines, Inc. • Air transportation, scheduled • New York
This TRUST SUPPLEMENT NO. 2017-1A, dated as of November 28, 2017, 2017 (as amended from time to time, the “Trust Supplement”), between SPIRIT AIRLINES, INC., a Delaware corporation (together with any successor in interest pursuant to Section 5.02 of the Basic Agreement, the “Company” or “Spirit”), and WILMINGTON TRUST, NATIONAL ASSOCIATION, a national banking association, as trustee (together with any successor in interest and any successor or other trustee appointed as provided in the Basic Agreement, the “Trustee”) under the Pass Through Trust Agreement, dated as of August 11, 2015, between the Company and Wilmington Trust, National Association (the “Basic Agreement”).
NOTE PURCHASE AGREEMENT Dated as of November 28, 2017 among SPIRIT AIRLINES, INC., WILMINGTON TRUST, NATIONAL ASSOCIATION, as Pass Through Trustee under each of the Pass Through Trust Agreements WILMINGTON TRUST, NATIONAL ASSOCIATION, as Subordination...Note Purchase Agreement • November 28th, 2017 • Spirit Airlines, Inc. • Air transportation, scheduled • New York
This NOTE PURCHASE AGREEMENT (this “Note Purchase Agreement”), dated as of November 28, 2017, is made by and among (i) SPIRIT AIRLINES, INC., a Delaware corporation (together with its successors and permitted assigns, the “Company”), (ii) WILMINGTON TRUST, NATIONAL ASSOCIATION (“WTNA”), a national banking association, not in its individual capacity except as otherwise expressly provided herein, but solely as trustee (in such capacity, together with any successor in interest and any successor or other trustee appointed as provided in the applicable Pass Through Trust Agreement (as defined below), the “Pass Through Trustee”) under each of the three separate Pass Through Trust Agreements (as defined below), (iii) WILMINGTON TRUST, NATIONAL ASSOCIATION, a national banking association, as subordination agent and trustee (in such capacity together with its successors in such capacity, the “Subordination Agent”) under the Intercreditor Agreement (as defined below), (iv) WILMINGTON TRUST COMPA
PARTICIPATION AGREEMENTParticipation Agreement • November 28th, 2017 • Spirit Airlines, Inc. • Air transportation, scheduled • New York
This PARTICIPATION AGREEMENT ([REG. NO.]), dated as of , 20 2, is made by and among SPIRIT AIRLINES, INC., a Delaware corporation (together with its successors and permitted assigns, the “Company”), WILMINGTON TRUST, NATIONAL ASSOCIATION, a national banking association (in its individual capacity, together with its successors and permitted assigns, “WTNA”), not in its individual capacity except as otherwise expressly provided in any of the Operative Documents or the Pass Through Documents, but solely as Pass Through Trustee under each of the Pass Through Trust Agreements (such terms and other capitalized terms used herein without definition being defined as provided in Section 1.01), WILMINGTON TRUST, NATIONAL ASSOCIATION, a national banking association, as subordination agent and trustee (in such capacity, together with any successor trustee in such capacity, the “Subordination Agent”) under the Intercreditor Agreement, and WILMINGTON TRUST, NATIONAL ASSOCIATION, as loan trustee (in s
TRUST SUPPLEMENT NO. 2017-1B Dated as of November 28, 2017 between SPIRIT AIRLINES, INC. and WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee, To PASS THROUGH TRUST AGREEMENT Dated as of August 11, 2015 Spirit Airlines Pass Through Trust 2017-1B...Trust Agreement • November 28th, 2017 • Spirit Airlines, Inc. • Air transportation, scheduled • New York
This TRUST SUPPLEMENT NO. 2017-1B, dated as of November 28, 2017 (as amended from time to time, the “Trust Supplement”), between SPIRIT AIRLINES, INC., a Delaware corporation (together with any successor in interest pursuant to Section 5.02 of the Basic Agreement, the “Company” or “Spirit”), and WILMINGTON TRUST, NATIONAL ASSOCIATION, a national banking association, as trustee (together with any successor in interest and any successor or other trustee appointed as provided in the Basic Agreement, the “Trustee”) under the Pass Through Trust Agreement, dated as of August 11, 2015, between the Company and Wilmington Trust, National Association (the “Basic Agreement”).
ESCROW AND PAYING AGENT AGREEMENT (Class AA) Dated as of November 28, 2017 among WILMINGTON TRUST COMPANY, as Escrow Agent MORGAN STANLEY & CO. LLC, CITIGROUP GLOBAL MARKETS INC., GOLDMAN SACHS & CO. LLC and BARCLAYS CAPITAL INC., as Underwriters...Escrow and Paying Agent Agreement • November 28th, 2017 • Spirit Airlines, Inc. • Air transportation, scheduled • New York
This ESCROW AND PAYING AGENT AGREEMENT (Class AA), dated as of November 28, 2017 (as amended, modified or supplemented from time to time, this “Agreement”), is made by and among WILMINGTON TRUST COMPANY, a Delaware trust company, as Escrow Agent (in such capacity, together with its successors in such capacity, the “Escrow Agent”); MORGAN STANLEY & CO. LLC, CITIGROUP GLOBAL MARKETS INC., GOLDMAN SACHS CO. LLC and BARCLAYS CAPITAL INC., as underwriters of the Certificates referred to below (the “Underwriters” and together with their respective transferees and assigns as registered owners, and any future registered owners from time to time, of the Certificates, the “Investors”) under the Underwriting Agreement referred to below; WILMINGTON TRUST, NATIONAL ASSOCIATION, a national banking association, not in its individual capacity except as otherwise expressly provided herein, but solely as trustee (in such capacity, together with its successors in such capacity, the “Pass Through Trustee”
REVOLVING CREDIT AGREEMENT (2017-1AA) Dated as of November 28, 2017 between WILMINGTON TRUST, NATIONAL ASSOCIATION, as Subordination Agent, as agent and trustee for the trustee of Spirit Airlines Pass Through Trust 2017-1AA, as Borrower and...Revolving Credit Agreement • November 28th, 2017 • Spirit Airlines, Inc. • Air transportation, scheduled • New York
This REVOLVING CREDIT AGREEMENT (2017-1AA), dated as of November 28, 2017, is made by and between WILMINGTON TRUST, NATIONAL ASSOCIATION, a national banking association, not in its individual capacity but solely as Subordination Agent (such term and other capitalized terms used herein without definition being defined as provided in Article I) under the Intercreditor Agreement (as defined below), as agent and trustee for the Class AA Trustee (in such capacity, together with its successors in such capacity, the “Borrower”), and COMMONWEALTH BANK OF AUSTRALIA, NEW YORK BRANCH, an Australian corporation acting through its New York Branch (the “Liquidity Provider”).
TRUST SUPPLEMENT NO. 2017-1AA Dated as of November 28, 2017 between SPIRIT AIRLINES, INC. and WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee, To PASS THROUGH TRUST AGREEMENT Dated as of August 11, 2015 Spirit Airlines Pass Through Trust 2017-1AA...Trust Supplement • November 28th, 2017 • Spirit Airlines, Inc. • Air transportation, scheduled • New York
This TRUST SUPPLEMENT NO. 2017-1AA, dated as of November 28, 2017 (as amended from time to time, the “Trust Supplement”), between SPIRIT AIRLINES, INC., a Delaware corporation (together with any successor in interest pursuant to Section 5.02 of the Basic Agreement, the “Company” or “Spirit”), and WILMINGTON TRUST, NATIONAL ASSOCIATION, a national banking association, as trustee (together with any successor in interest and any successor or other trustee appointed as provided in the Basic Agreement, the “Trustee”) under the Pass Through Trust Agreement, dated as of August 11, 2015, between the Company and Wilmington Trust, National Association (the “Basic Agreement”).
REVOLVING CREDIT AGREEMENT (2017-1B) Dated as of November 28, 2017 between WILMINGTON TRUST, NATIONAL ASSOCIATION, as Subordination Agent, as agent and trustee for the trustee of Spirit Airlines Pass Through Trust 2017-1B, as Borrower and COMMONWEALTH...Revolving Credit Agreement • November 28th, 2017 • Spirit Airlines, Inc. • Air transportation, scheduled • New York
This REVOLVING CREDIT AGREEMENT (2017-1B), dated as of November 28, 2017, is made by and between WILMINGTON TRUST, NATIONAL ASSOCIATION, a national banking association, not in its individual capacity but solely as Subordination Agent (such term and other capitalized terms used herein without definition being defined as provided in Article I) under the Intercreditor Agreement (as defined below), as agent and trustee for the Class B Trustee (in such capacity, together with its successors in such capacity, the “Borrower”), and COMMONWEALTH BANK OF AUSTRALIA, NEW YORK BRANCH, an Australian corporation acting through its New York Branch (the “Liquidity Provider”).
