Spirit Airlines, Inc. (Form: S-1/A, Received: 02/28/2011 14:58:39)

IAE INTERNATIONAL AERO ENGINES AG

SPIRIT AIRLINES INC.

/s/ Randy L. Nason

/s/ John R. Severson

General Manager & Director Customer Business

As filed with the Securities and Exchange Commission on February 28, 2011

Registration No. 333-169474

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

AMENDMENT NO. 4 TO

FORM S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

SPIRIT AIRLINES, INC.

(Exact name of registrant as specified in its charter)

Delaware

4512

38-1747023

(State or other jurisdiction

of incorporation or organization)

(Primary Standard Industrial
Classification Code Number)

(I.R.S. Employer

Identification Number)

2800 Executive Way

Miramar, Florida 33025

(954) 447-7920

(Address, including zip code, and telephone number, including

area code, of registrant’s principal executive offices)

B. Ben Baldanza

President and Chief Executive Officer

Spirit Airlines, Inc.

2800 Executive Way

Miramar, Florida 33025

(954) 447-7920

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies To:

Anthony J. Richmond

Robert W. Phillips

Latham & Watkins LLP
140 Scott Drive
Menlo Park, California 94025
(650) 328-4600

Thomas C. Canfield

Senior Vice President and General Counsel

Spirit Airlines, Inc.

2800 Executive Way

Miramar, Florida 33025

(954) 447-7920

Leslie N. Silverman

Cleary Gottlieb Steen & Hamilton LLP

One Liberty Plaza

New York, New York 10006

(212) 225-2000

Approximate date of commencement of the proposed sale to the public:

As soon as practicable after this Registration Statement becomes effective.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. ¨

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer ¨				Accelerated filer ¨
Non-accelerated filer x				Smaller reporting company ¨

CALCULATION OF REGISTRATION FEE



Title of Each Class of Securities to be Registered	Proposed Maximum Aggregate Offering Price(1)	Amount of Registration Fee
Common Stock, par value $0.0001 per share	$300,000,000	$21,390(2)

(1)	Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(o) under the Securities Act of 1933, as amended.

(2)	Previously paid.

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

The information in this prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell nor does it seek an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

SUBJECT TO COMPLETION, DATED FEBRUARY 28, 2011.

LOGO

Shares

Spirit Airlines, Inc.

Common Stock

This is our initial public offering of shares of common stock. We are offering shares.

It is currently estimated that the public offering price per share will be between $ and $ . Currently, no public market exists for our shares. We have applied to have our common stock listed on the NASDAQ Global Select Market under the symbol “SAVE .”

Investing in our common stock involves risks that are described in the “ Risk Factors ” section beginning on page 19.

Neither the Securities and Exchange Commission nor any state securities commission nor any other regulatory body has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.


	Per Share	Total
Public offering price	$	$
Underwriting discount
Proceeds to our company (before expenses)

Certain selling stockholders named herein have granted the underwriters an option to purchase up to additional shares of common stock at the initial public offering price less the underwriting discount to cover over-allotments. We will not receive any of the proceeds from the sale of shares by the selling stockholders.

The underwriters expect to deliver the shares to purchasers on or about , 2011.


Citi		Morgan Stanley


Barclays Capital
Raymond James
		Dahlman Rose & Company

, 2011.

LOGO

TABLE OF CONTENTS


	Page
SUMMARY		1
GLOSSARY OF AIRLINE TERMS		17
RISK FACTORS		19
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS		41
USE OF PROCEEDS		43
DIVIDEND POLICY		45
CAPITALIZATION		46
DILUTION		49
SELECTED FINANCIAL AND OPERATING DATA		52
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS		57
INDUSTRY BACKGROUND		84
BUSINESS		87
MANAGEMENT		104
EXECUTIVE COMPENSATION		114
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS		131
PRINCIPAL AND SELLING STOCKHOLDERS		137
DESCRIPTION OF PRINCIPAL INDEBTEDNESS		140
DESCRIPTION OF CAPITAL STOCK		141
SHARES ELIGIBLE FOR FUTURE SALE		147
MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES TO NON-U.S. HOLDERS		150
UNDERWRITING		154
LEGAL MATTERS		159
EXPERTS		159
WHERE YOU CAN FIND MORE INFORMATION		159
INDEX TO FINANCIAL STATEMENTS		F-1

We are responsible for the information contained in this prospectus or contained in any free writing prospectus prepared by or on behalf of us that we have referred to you. Neither we, nor the underwriters, have authorized anyone to provide you with additional information or information different from that contained in this prospectus or in any free writing prospectus filed with the Securities and Exchange Commission and we take no responsibility for any other information that others may give you. We are offering to sell, and seeking offers to buy, shares of our common stock only in jurisdictions where offers and sales are permitted. The information contained in this prospectus is accurate only as of the date of this prospectus, regardless of the time of delivery of this prospectus or of any sale of our common stock. Our business, operating results or financial condition may have changed since such date.

Until , 2011 (25 days after the date of this prospectus), all dealers that buy, sell, or trade shares of our common stock, whether or not participating in this offering, may be required to deliver a prospectus. This delivery requirement is in addition to the dealer’s obligation to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions.

For investors outside the United States: Neither we nor any of the underwriters have taken any action that would permit this offering or possession or distribution of this prospectus in any jurisdiction where action for that purpose is required, other than in the United States. You are required to inform yourselves about and to observe any restrictions relating to this offering and the distribution of this prospectus.

SUMMARY

This summary highlights selected information about us and the common stock being offered by us and, if the over-allotment option is exercised, the selling stockholders. It may not contain all of the information that is important to you. Before investing in our common stock, you should read this entire prospectus carefully for a more complete understanding of our business and this offering, including our financial statements and the accompanying notes and the sections entitled “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

Overview

Spirit Airlines ^® is an ultra low-cost, low-fare airline based in Fort Lauderdale, Florida that provides affordable travel opportunities principally to and from South Florida, the Caribbean and Latin America. Our targeted growth markets have historically been underserved by low-cost carriers, which we believe provides us sustainable expansion opportunities. Our ultra low-cost carrier, or ULCC, business model allows us to offer a low-priced basic service combined with a range of optional services for additional fees, targeting price-sensitive leisure travelers and travelers visiting friends and relatives, or VFR. Notwithstanding the recent volatility in the cost of jet fuel and the severe economic recession, we have been able to maintain relatively stable unit revenue while maintaining a low cost structure, and we have been profitable in each of the last four years. For 2010, we had total operating revenues of $781.3 million, operating income of $68.9 million and net income of $72.5 million ($19.7 million excluding the release of the valuation allowance on our deferred tax assets and related tax benefit). We currently serve 44 airports.

We have reduced our unit operating costs significantly since redefining Spirit as a ULCC in 2006. As a result, our operating cost structure is among the lowest in the Americas, enabling us to offer very low fares in the markets we serve while delivering operating profitability. Key elements of our low-cost structure include our efficient asset utilization, operation of an all Airbus single-aisle aircraft fleet with high-density seating configurations, employee productivity, rigorous cost control and use of scalable outsourced services. Furthermore, our modern fleet and aircraft seat configuration enable us to operate as one of the most fuel-efficient U.S. jet airline operators on a per available seat mile, or ASM, basis. We have demonstrated the ability to implement our ULCC business model and to adjust our capacity and routes in response to changing market conditions as part of our focus on achieving consistent route profitability.

Our ULCC business model allows us to compete principally through offering low base fares. For 2009 and 2010, our average base fare was approximately $85 and $77, respectively, and we regularly offer promotional base fares of $9 or less. Since 2007, we have unbundled components of our air travel service that have traditionally been included in base fares, such as baggage and advance seat selection, and offer them as optional, ancillary services for additional fees (which we record in our financial statements as non-ticket revenue) as part of a strategy to enable our passengers to identify, select and pay for the services they want to use. While many domestic airlines have also adopted some aspects of our unbundled pricing strategy, unlike us, they generally have not made a corresponding reduction in base fares.

We have lowered our base fares by up to 40% since initiating our unbundling strategy, with the goal of stimulating additional passenger demand in the markets we serve. We plan to continue to use low fares to stimulate demand, a strategy that generates additional non-ticket revenue opportunities and, in turn, allows us to further lower base fares and stimulate demand even further. This unbundling and low base fare strategy is designed to support profitable growth. In 2009, our operating income margin of 15.9% was among the highest in the U.S. airline industry. For 2010, our operating income margin was 8.8%, reflecting the effects of increased fuel prices and our pilot strike in June 2010. On July 23, 2010, our pilots ratified a new five-year collective bargaining agreement, which became effective on August 1, 2010.

Our principal target growth markets are the Caribbean and Latin America. These markets are large, and we believe they have significant growth potential for leisure and VFR travel. In 2009, air travel between the United States and the Caribbean and Latin American markets within non-stop reach of our aircraft from the United States generated approximately $12.3 billion in revenues, with only limited market stimulation by low fares. These markets have historically been characterized by untapped travel demand from leisure and VFR customers because they are primarily served by full-service, higher-fare airlines, and because several countries in this targeted growth region have historically restricted air travel competition. We believe our presence in the Caribbean and Latin America, combined with our ULCC model, will allow us to compete successfully and grow profitably in these markets. We also target attractive domestic markets currently underserved by low-cost carriers by increasing frequencies and aircraft capacity on our existing routes, as well as starting new routes to cities we currently do not serve.

With our base of operations strategically located in South Florida, our overwater international route operating experience and our ULCC model, we believe we are well positioned to grow. With less than 1% of U.S. airline capacity and less than 3% of the capacity in Caribbean and Latin American markets as of September 30, 2010, we believe we can grow significantly using our aircraft on order to increase route frequencies and aircraft capacity on existing routes and by establishing new routes both domestically and abroad. By deploying additional Airbus A320-family aircraft and leveraging our existing infrastructure to drive economies of scale, we can lower some of our unit operating costs even further, allowing us to continue to lower base fares, stimulate market demand and increase non-ticket revenue opportunities.

Our Strengths

We believe we compete successfully in the airline industry by exploiting the following demonstrated business strengths:

Ultra Low-Cost Structure . Our unit operating costs are among the lowest of all airlines operating in the Americas. We believe this cost advantage helps protect our market position and enables us to offer some of the lowest base fares in our markets, sustain operating margins and support continued growth. Our operating costs per available seat mile, or CASM, was 7.86 cents in 2009 and 8.77 cents in 2010. This increase was due primarily to the effects of the increased cost of fuel in 2010 and our pilot strike in June 2010. Our CASM for 2009 and 2010 was significantly lower than that of the major domestic network carriers, American Airlines, Delta Air Lines, United Air Lines and US Airways, and among the lowest of the domestic low-cost carriers, including AirTran Airways, JetBlue Airways and Southwest Airlines. We achieve these low operating costs in large part due to:

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high aircraft utilization, which during 2010 averaged 12.8 hours per day;

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high-density seating configurations on our aircraft;

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our low-cost Fort Lauderdale base of operations;

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our productive workforce;

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opportunistic outsourcing of operating functions;

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operating a modern single fleet type of Airbus A320-family aircraft, with associated lower maintenance costs and common flight crews across the fleet;

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minimizing sales, marketing and distribution costs through direct-to-consumer marketing, high utilization of web-based sales and increasing website traffic;

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efficient flight scheduling, including minimal ground times between flights; and

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creating a company-wide business culture that is keenly focused on driving costs lower.

Innovative Revenue Generation . We execute our innovative, unbundled pricing strategy to produce significant non-ticket revenue generation, which allows us to stimulate passenger demand for our product through low base fares and enables passengers to identify, select and pay for the products and services they want to use. We have grown average non-ticket revenue per passenger flight segment from approximately $5 in 2006 to over $25 in 2009, and to $35 in 2010, by:

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charging for baggage;

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passing through all distribution-related expenses;

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charging for premium seats and advance seat selection;

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consistently enforcing ticketing policies, including change fees;

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generating subscription fees from our $9 Fare Club™ ultra low-fare subscription service;

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deriving brand-based fees from proprietary services, such as our FREE SPIRIT ^® affinity credit card program;

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selling itinerary attachments, such as hotel and car rental reservations and airport parking, through our website; and

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selling products in flight and onboard advertising.

Resilient Business Model and Customer Base . By focusing on leisure and VFR travelers, we have maintained relatively stable unit revenue and profitability during volatile economic periods because we are not highly dependent on premium-fare business traffic, which typically demands a higher cost structure. For example, in 2009, when premium-fare business traffic declined due to the economic recession, our operating revenue per available seat mile, or RASM, declined 1.8% compared to an average U.S. airline industry decline of over 9%. During this same period of volatile fuel prices and global economic recession, we also were able to achieve the highest operating income margin in our history. Based on this performance, we believe our growing customer base is more resilient than the customer bases of most other airlines because our low fares and unbundled service offering appeal to price-sensitive passengers.

Well Positioned for Growth . We are the largest operator of international flights flying out of Fort Lauderdale–Hollywood International Airport and are well positioned in the airport’s international terminal. From this base in South Florida, we have developed a substantial network of destinations in our targeted Caribbean and Latin American growth markets, profitable U.S. domestic niche markets and high-volume routes flown by leisure and VFR travelers. In the United States, we provide service in the markets from which a significant majority of passengers traveling to the Caribbean and Latin America (including Mexico) originate. From these U.S. markets, our passengers have access to 24 Caribbean and Latin American destinations. With a South Florida base of operations and with our planned fleet growth, we believe we are well positioned to grow profitably as we expand further into these target markets.

Experienced Operator in the Region. We believe we have substantial experience in local aviation, security and customs regulations, local ground operations and flight crew training required for successful international and overwater flight operations. All of our aircraft are certified for overwater operations. We believe we compete favorably against other low-cost carriers because we have been conducting international flight operations since late 2003 and we have developed substantial experience in complying with the various regulations and business practices in our targeted growth regions.

Financial Strength Achieved by Cost Discipline Focus . We believe our ULCC business model has delivered strong financial results in difficult economic times. Our operating income has increased from $32.0 million in 2007 to $111.4 million in 2009. In 2010, our operating income was $68.9 million, reflecting the negative impact of increased fuel prices and our June 2010 pilot strike. We have generated these results by:

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keeping a consistent focus on maintaining the lowest unit operating costs possible;

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attempting to maintain profitability across our network by selecting viable new routes and quickly reducing or discontinuing routes that do not deliver acceptable margins;

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maintaining disciplined capacity control and fleet size;

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ensuring our sourcing arrangements with key third parties are continually benchmarked against the best industry standards; and

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building upon the established global relationships of our private equity sponsors and management with our key vendors.

Our Strategy

Our goal is to offer compelling value to our customers by utilizing our low-cost structure and unbundled pricing strategy and, in so doing, grow profitably and enhance our position among the leading low-cost carriers in the Americas. Through the following key elements of our business strategy, we seek to:

Maintain Low Unit Operating Costs . We will support our low-fare strategy by seeking to reduce unit operating costs and improve efficiency by, among other things:

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deploying additional cost-efficient Airbus A320-family aircraft for high utilization flying;

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spreading our low fixed-cost infrastructure over a larger-scale operation;

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continuing to leverage our low-cost Fort Lauderdale base of operations;

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opportunistically outsourcing operating functions;

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using technology to create further operating efficiencies;

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leveraging the labor productivity and scale benefits of our new five-year pilot contract; and

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continuing our aggressive procurement strategy.

Couple Low Fares with Expanded Ancillary Services to Stimulate Traffic and Generate More Stable Revenues . Our low unit costs enable us to operate profitably at low-fare levels, and we intend to continue reducing base fares to stimulate demand from price-sensitive customers. By stimulating traffic, our goal is to maximize non-ticket revenues by increasing passenger volume and load factor, which is the percentage of seats actually occupied on a flight. We plan to continue expanding our portfolio of ancillary products and services, through new programs and enhancements to existing offerings. We also seek to maximize revenue opportunities through multiple interactions with customers at different stages of their travel, from pre-purchase through travel and post-trip. As we broaden the ancillary products and services we sell to our customers and increase non-ticket revenues, we believe we will be able to further lower base fares while maintaining profitability, thereby further stimulating demand while adding stability to our revenue stream. Additionally, our innovative fuel pass-through separately shows the fuel cost component of the base fare, providing fare transparency to consumers while encouraging a fare strategy with disciplined cost coverage.

Profitably Expand Our Network in Attractive Caribbean, Latin American and U.S. Domestic Markets . We anticipate further penetrating attractive international and domestic markets currently underserved by low-cost carriers by increasing frequency and aircraft capacity on our existing routes, as well as by starting new routes to cities we do not yet serve. We believe we can accomplish this by:

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using our knowledge of local Caribbean and Latin American markets and expertise in local regulatory and business practices to optimize our route structure and schedule;

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pursuing attractive new route opportunities in markets that limit air carrier competition through frequency or carrier designation restrictions; and

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selectively expanding our presence in large U.S. markets that feed traffic to and through our South Florida base as well as in underserved U.S. cities where we can develop or maintain a significant share of the local market.

Leverage Our Brand to Grow Revenue . We will seek to continue generating customer loyalty as the low-fare brand of choice in the markets we serve in order to drive future ticket sales, support further network expansion and increase load factors. In addition, we intend to leverage our customer base in order to increase non-ticket revenues by broadening our brand, product and service offerings. These plans include a focus on increasing sales of itinerary attachments on a commission basis and generating additional fees from proprietary, brand-based services, such as our FREE SPIRIT miles affinity program and our $9 Fare Club ultra low-fare subscription service.

Maintain Disciplined Fleet and Network Growth . We employ a disciplined route and fleet expansion strategy that helps us maintain profitability across our network. Our goal is to react quickly to changes in the economic environment and market conditions so each route and each aircraft we operate delivers incremental operating profitability. For example, we modified our growth plan in late 2008 in response to record high fuel prices and rapidly deteriorating economic conditions by terminating leases for seven aircraft. We have committed aircraft deliveries through 2015 that will add 33 new A320-family aircraft to our present fleet of 26 A319, seven A320 and two A321 aircraft. Consistent with our ULCC model, the new A320s introduced by us are configured with 178 passenger seats as compared to 150 passenger seats per plane utilized by some of our competitors, including JetBlue Airways. Our current fleet plan calls for growth from 32 aircraft at the end of 2010 to 68 aircraft by the end of 2015. We intend to continue monitoring closely our scheduled ramp-up in aircraft while we expand our network in order to reduce the risk of overextension and undue exposure in market downturns. We expect to use our additional aircraft to add capacity on existing routes in both our targeted growth markets and our higher demand domestic routes, as well as to expand our network footprint. The introduction of higher-capacity A320 aircraft to supplement our current fleet supports reductions in unit costs relative to smaller A319 aircraft and allows us to deploy the right-sized aircraft according to route length, passenger volume and seasonality.

Risk Factors

Our business is subject to numerous risks and uncertainties, including those highlighted in the section entitled “Risk Factors” immediately following this prospectus summary, that represent challenges we face in connection with the successful implementation of our strategy and the growth of our business. We expect a number of factors to cause our operating results to fluctuate on a quarterly and annual basis, which may make it difficult to predict our future performance. Such factors include:

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the ability to operate in an extremely competitive industry;

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the ability to control our costs;

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the price and availability of aircraft fuel;

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changes in economic conditions;

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security concerns resulting from any threatened or actual terrorist attacks or other hostilities;

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any restrictions on or increased taxes applicable to fees or other charges for ancillary services;

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any increased governmental regulation;

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any increased labor costs, union disputes, employee strikes, and other labor-related disruptions, including in connection with our current negotiations with the union representing our flight attendants;

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aircraft-related fixed obligations that could impair our liquidity;

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our ability to obtain financing or access capital markets;

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our ability to hedge our fuel requirements;

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any flight delays or cancellations;

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our ability to implement our growth strategy, including growth of our ancillary services;

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our ability to expand or operate reliably or efficiently out of Fort Lauderdale–Hollywood International Airport;

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our reliance on third-party service providers to perform functions integral to our operations, such as our reservation system and a single service provider for our jet fuel; or

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our reputation and business being adversely affected in the event of an emergency, accident or similar incident involving our aircraft or by negative publicity regarding our business model.

Our History

We were founded in 1964 as Clippert Trucking Company, a Michigan corporation. In 1974, we changed our name to Ground Air Transfer, Inc. and, beginning in 1983, started doing business as Charter One, a charter tour operator providing travel packages to entertainment destinations such as Atlantic City, Las Vegas and the Bahamas. In 1990, we received our Air Carrier Certificate from the Federal Aviation Administration and began air charter operations. In 1992, we renamed ourselves Spirit Airlines, Inc. and thereafter began adding scheduled passenger service to destinations such as Fort Lauderdale, Detroit, Myrtle Beach, Los Angeles and New York. In 1994, we reincorporated in Delaware, and in 1999 we relocated our headquarters office to Miramar, Florida.

Investment funds managed by Oaktree Capital Management, L.P., or Oaktree, gained control of Spirit after making investments in 2004 and 2005. With the change in ownership, we began to reconstitute our executive management team, changed our business strategy and positioned ourselves as a low-cost carrier with a focus on expanding our Caribbean and Latin American routes. We closed several unprofitable domestic routes and established Fort Lauderdale–Hollywood International Airport as our main base of operations. We began to transition to an all Airbus fleet in 2004 and completed the transition in 2006.

In July 2006, we underwent a corporate recapitalization in which investment funds managed by Indigo Partners LLC, or Indigo, acquired a majority stake in us. After this recapitalization, we began implementing our ULCC business model and further expanding our Caribbean and Latin American routes, and we completed the transition to a new executive management team. Indigo is a private equity fund focused on investing in air transportation companies, with investments in five other ULCC model airlines, including Avianova based in Russia, Mandala Airlines based in Indonesia, Tiger Airways based in Singapore and Australia, Volaris based in Mexico and Wizz Air based in Central and Eastern Europe.

Our principal executive offices are located at 2800 Executive Way, Miramar, Florida 33025. Our general telephone number is (954) 447-7920 and our website address is www.spirit.com. We have not incorporated by reference into this prospectus any of the information on our website and you should not consider our website to be a part of this document. Our website address is included in this document for reference only.

Spirit Airlines ^® , the Spirit logo, Big Front Seat ^® , $9 Fare Club™ and FREE SPIRIT ^® are trademarks of Spirit Airlines, Inc. in the United States and other countries. This prospectus also contains trademarks and tradenames of other companies.

2011 Recapitalization

On September 17, 2010, we entered into a recapitalization agreement, which we refer to as the Recapitalization Agreement, with the holders of all of our outstanding debt, shares of Class A Preferred Stock

and shares of Class B Preferred Stock, including our controlling stockholders, investment funds managed by Oaktree and investment funds managed by Indigo. The Recapitalization Agreement provides, among other things, that upon the closing of this offering all outstanding debt and all outstanding preferred stock will either be repaid or redeemed, or exchanged for our common stock.

As of December 31, 2010, we had outstanding the following debt, substantially all of which is held by our controlling stockholders:

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secured Tranche A Notes held by investment funds managed by Oaktree bearing interest at 17% per annum due April 30, 2012, except for $20.0 million due December 30, 2011, in the amount of approximately $137.3 million, which we refer to as the Tranche A Notes;

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secured Tranche B Notes held by investment funds managed by Oaktree and investment funds managed by Indigo bearing interest at 17% per annum due April 30, 2012 in the amount of $128.3 million, which we refer to as the Tranche B Notes; and

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certain other secured and unsecured notes held by individual investors (bearing interest at rates varying from prime plus 0.95% to a fixed rate of 19%) in the amount of approximately $15.2 million, which we refer to as the Subordinated Notes, and, together with the Tranche A Notes and Tranche B Notes, the Notes.

As of December 31, 2010, the aggregate principal amount and accrued and unpaid interest on the Notes was $280.8 million. Please see “Description of Principal Indebtedness.”

Also as of December 31, 2010, there were 100,000 shares of our Class A Preferred Stock and 2,850 shares of our Class B Preferred Stock outstanding. As of December 31, 2010, the aggregate par value plus accreted and unpaid dividends, which we refer to as Liquidation Preference, on shares of our Class A Preferred Stock and Class B Preferred Stock was $79.7 million. Please see “Description of Capital Stock—Preferred Stock.”

The Recapitalization Agreement provides that, in connection with this offering, after we pay underwriting discounts on the shares sold by us and the expenses of this offering payable by us (which will include those incurred by the selling stockholders, other than underwriting discounts on the shares offered by them):

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we will pay Indigo $1.6 million to terminate their professional services agreement with us;

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we will pay three individual, unaffiliated holders of our Subordinated Notes a fee equal to $450,000 in the aggregate;

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we will retain net proceeds from the sale of shares of common stock by us in this offering equal to $150.0 million;

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if we have not already paid the commitment fees owing to affiliates of Oaktree and Indigo that provided guarantees in connection with our letter of credit facility, we will pay such commitment fees, which as of December 31, 2010 totaled $4.9 million, from the $150 million retained net proceeds; and

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per share equal to the Liquidation Preference) certain of the outstanding shares of Class B Preferred Stock owned by an unaffiliated individual stockholder and, to the extent funds are available, to redeem (at a redemption price per share equal to the Liquidation Preference) certain of the outstanding shares of Class A Preferred Stock owned by investment funds managed by Oaktree.

Also in connection with the closing of this offering:

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all of the principal amount and accrued and unpaid interest on all of our outstanding Notes either will be repaid with a portion of the net proceeds from this offering or, to the extent not repaid, exchanged for a number of shares of common stock equal to the principal amount and accrued and unpaid interest of such unpaid Notes divided by a price per share equal to the initial public offering price set forth on the cover page of this prospectus;

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all shares of Class A Preferred Stock and Class B Preferred Stock outstanding immediately prior to this offering either will be redeemed and all accrued and unpaid dividends related to such shares will be paid with a portion of the net proceeds from this offering or, to the extent such shares are not redeemed, such shares will be exchanged for a number of shares of common stock equal to the Liquidation Preference of such shares divided by a price per share of common stock equal to the initial public offering price set forth on the cover page of this prospectus; and

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each share of Class B Common Stock will be exchanged for one share of common stock, provided an investment fund managed by Indigo may cause all or a portion of the shares of Class B Common Stock owned by them to be exchanged for the same number of shares of a newly-established class of non-voting common stock, which will have the same rights as the common stock, except it will be non-voting and will have the right to convert on a share-for-share basis into common stock at the election of the holder.

As a result of this recapitalization, which we refer to as the 2011 Recapitalization, upon the closing of this offering there will be no Notes and no shares of Preferred Stock outstanding.

The Recapitalization Agreement also provides that we will enter into the Tax Receivable Agreement, if approved by our board of directors, and thereby distribute immediately prior to the completion of this offering to each holder of our common stock as of such time, or the Pre-IPO Stockholders, the right to receive certain future payments related to our net operating loss, deferred interest deductions and certain tax credits for federal income tax purposes that are attributable to periods ended on or before December 31, 2010, which payments, as of December 31, 2010, we estimate will be approximately $39.1 million. Please see “Certain Relationships and Related Transactions—Tax Receivable Agreement.”

THE OFFERING

Common stock offered by us:

shares.

Shares outstanding after the offering

shares (1).

Underwriters’ over-allotment option to purchase additional shares

Certain selling stockholders may sell up to additional shares if the underwriters exercise their over-allotment option.

Use of proceeds

We estimate that we will receive net proceeds from this offering of approximately $ million based on an assumed initial public offering price of $ per share (the midpoint of the price range set forth on the cover page of this prospectus) and after deducting underwriting discounts and expenses of this offering payable by us.

We will retain net proceeds from the sale of shares of common stock by us in this offering equal to $150.0 million. The remaining net proceeds will be used for the following purposes and in the following amounts:

•

we will pay $1.6 million to Indigo in connection with the termination of their professional services agreement with us;

•

we will pay three individual, unaffiliated holders of our Subordinated Notes a fee equal to $450,000 in the aggregate; and

•

we will use the remaining net proceeds, which we estimate to be approximately $ , to repay Tranche A Notes and Tranche B Notes held by investment funds managed by Indigo and Oaktree, our controlling stockholders, to redeem (at a redemption price per share equal to the Liquidation Preference) certain of the outstanding shares of Class B Preferred Stock owned by an unaffiliated individual stockholder and, to the extent funds are available, to redeem certain of the shares of Class A Preferred Stock owned by investment funds managed by Oaktree.

We intend to use the $150.0 million of net proceeds from this offering that we retain for general corporate purposes, including cash reserves, working capital, sales and marketing activities, general and administrative matters and capital expenditures, including future flight equipment acquisitions. In addition, if we have not already paid the commitment fees owing to affiliates of Oaktree and Indigo that provided guarantees in connection with our letter of credit facility, we will pay such commitment fees, which as of December 31, 2010 totaled $4.9 million, from the $150 million retained net proceeds. Please see “Use of Proceeds.”

If the over-allotment option is exercised, we will not receive any proceeds from the sale of shares offered by the selling stockholders.

Affiliates of Indigo and Oaktree are our controlling stockholders and are the selling stockholders in this offering. Please see “Principal and Selling Stockholders.”

Risk factors

Please see “Risk Factors” beginning on page 19 and the other information included in this prospectus for a discussion of factors you should carefully consider before deciding to invest in our common stock.

Proposed NASDAQ Global Select Market symbol

“SAVE”

(1) The number of shares of our common stock outstanding after this offering is based on 26,858,825 shares outstanding as of December 31, 2010, and excludes:

•

an aggregate of 172,125 shares of common stock reserved for issuance under our Amended and Restated 2005 Incentive Stock Plan;

•

an aggregate of shares of common stock reserved for issuance under our 2011 Equity Incentive Award Plan; and

•

469,000 shares of common stock issuable upon the exercise of stock options outstanding under our Amended and Restated 2005 Incentive Stock Plan, of which 48,750 are vested.

Except as otherwise indicated, information in this prospectus reflects or assumes the following:

•

that our amended and restated certificate of incorporation, which we will file in connection with the completion of this offering, is in effect;

•

no exercise of the underwriters’ over-allotment option to purchase up to additional shares of our common stock from the selling stockholders;

•

that we have issued shares of common stock in connection with the 2011 Recapitalization; and

•

all shares of Class B Common Stock have been exchanged for shares of common stock on a share-for-share basis.

•

each share of Class B Common Stock will be exchanged for one share of common stock, provided an investment fund managed by Indigo may cause all or a portion of the shares of Class B Common Stock owned by them to be exchanged for the same number of shares of another class of capital stock, which will have the same rights as the common stock, except it will be non-voting and will have the right to convert on a share-for-share basis into common stock at the election of the holder.

In this prospectus, we have calculated the number of shares of common stock to be issued pursuant to the 2011 Recapitalization using an assumed offering price of $ per share (the mid-point of the price range set forth on the cover page of this prospectus), an assumed offering date of , 2011 for purposes of calculating accrued and unpaid interest on the Notes and accrued and unpaid dividends on the shares of Preferred Stock, and the application of the net proceeds to us. For more information, please see “Use of Proceeds” and “Certain Relationships and Related Transactions—Recapitalization Agreement” elsewhere in this prospectus.

A change in the offering price and, accordingly, the amount of net proceeds received by us, would result in a change in (1) after application of the net proceeds as set forth in “Use of Proceeds,” the amount of outstanding Notes and the number of outstanding shares of Preferred Stock to be exchanged for shares of common stock (instead of being repaid or redeemed, as the case may be) immediately prior to the consummation of this offering and (2) the number of shares of common stock that would be issued upon exchange for such securities. The following table, based on the assumptions described above, shows the effect of various initial public offering prices on the amount of Notes repaid, the number of shares of Preferred Stock redeemed, and the number of shares of common stock that would be issued in exchange for the Notes and shares of Preferred Stock remaining outstanding. The initial public offering prices shown below are hypothetical and illustrative only.

Initial Offering Price

Note Repayment

Preferred
Stock
Redemption

Shares of Common
Stock issued upon
Exchange for
Notes and
Preferred Stock

Total Shares of
Common Stock
Outstanding after this
Offering (A)

$ (mid-point)

(A)	Based on the number of shares of our common stock outstanding as of December 31, 2010 and includes the conversion of 6,009,978 shares of Class B Common Stock into common stock on a share-for-share basis, but excludes the following:

•

an aggregate of 172,125 shares of common stock reserved for issuance under our Amended and Restated 2005 Incentive Stock Plan;

•

an aggregate of shares of common stock reserved for issuance under our 2011 Equity Incentive Award Plan; and

•

469,000 shares of common stock issuable upon the exercise of stock options outstanding under our Amended and Restated 2005 Incentive Stock Plan, of which 48,750 are vested.

SUMMARY HISTORICAL FINANCIAL AND OPERATING DATA

The following tables summarize the financial and operating data for our business for the periods presented. You should read this summary financial data in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our financial statements and related notes, all included elsewhere in this prospectus.

We derived the summary statements of operations data for the years ended December 31, 2008, 2009 and 2010 and the balance sheet data as of December 31, 2010 from our audited financial statements included in this prospectus. We derived the statements of operations data for the years ended December 31, 2006 and 2007 and the balance sheet data as of December 31, 2006, 2007 and 2008 from our audited financial statements not included in this prospectus. Our historical results are not necessarily indicative of the results to be expected in the future.


	Year Ended December 31,
	2006			2007			2008			2009			2010 (1)
	(in thousands except share and per share data)
Operating revenues:
Passenger	$	519,351		$	686,447		$	657,448		$	536,181		$	537,969
Non-ticket		23,836			76,432			129,809			163,856			243,296

Total operating revenues		543,187			762,879			787,257			700,037			781,265

Operating expenses:
Aircraft fuel (2)		176,692			251,230			299,094			181,107			248,206
Salaries, wages and benefits		133,537			146,626			147,015			135,420			156,443
Aircraft rent		93,136			119,686			105,605			89,974			101,345
Landing fees and other rents		30,646			42,441			43,331			42,061			48,118
Distribution		29,234			36,315			37,816			34,067			41,179
Maintenance, materials and repairs		22,784			23,448			24,237			27,536			28,189
Depreciation and amortization		9,552			5,401			4,236			4,924			5,620
Other operating		76,269			105,503			85,608			72,921			82,594
Loss on disposal of assets		3,853			94			4,122			1,010			77
Restructuring (3)		32,499			142			17,902			( 392	)		621

Total operating expenses		608,202			730,886			768,966			588,628			712,392

Operating (loss) income		( 65,015	)		31,993			18,291			111,409			68,873

Other expense (income):
Interest expense (4)		20,985			38,163			40,245			46,892			50,313
Capitalized interest (5)		( 2,299	)		( 1,755	)		( 166	)		( 951	)		( 1,491	)
Interest income		( 3,183	)		( 5,951	)		( 1,976	)		( 345	)		( 328	)
Gain on extinguishment of debt (6)		—			—			( 53,673	)		( 19,711	)		—
Other expense		134			130			214			298			194

Total other expense (income)		15,637			30,587			( 15,356	)		26,183			48,688

Income (loss) before income taxes		( 80,652	)		1,406			33,647			85,226			20,185
Provision (benefit) for income taxes (7)		—			44			388			1,533			( 52,296	)

Net (loss) income	$	( 80,652	)	$	1,362		$	33,259		$	83,693		$	72,481

Earnings Per Share:
Basic	$	( 4.57	)	$	0.05		$	1.29		$	3.23		$	2.77
Diluted	$	( 4.57	)	$	0.05		$	1.29		$	3.18		$	2.72
Weighted average shares outstanding:
Basic		17,639,596			25,746,445			25,780,070			25,910,766			26,183,772
Diluted		17,639,596			25,861,095			25,879,860			26,315,121			26,689,855

Other financial data (unaudited):
EBITDA (8):	$	( 55,597	)	$	37,264		$	75,986		$	135,746		$	74,299
Adjusted EBITDA (8):	$	( 17,484	)	$	28,022		$	55,016		$	116,837		$	74,301
Adjusted EBITDAR (8):	$	75,652		$	147,708		$	160,621		$	206,811		$	175,646


	For the year ended December 31, 2010
Pro forma earnings per share (9) :
Basic		$
Diluted
Pro forma weighted average shares outstanding (9):
Basic
Diluted

(1)

We estimate that the 2010 pilot strike had a net negative impact on our operating income for 2010 of approximately $24 million consisting of an estimated $28 million in lost revenues and approximately $4 million of incremental costs resulting from the strike, offset in part by a reduction of variable expenses during the strike of approximately $8 million for flights not flown. Additionally, under the terms of the new pilot contract, we also paid $2.3 million in return-to-work payments during the second quarter, which are not included in the strike impact costs described above.

(2)

Aircraft fuel expense is the sum of (i) “into-plane fuel cost,” which includes the cost of jet fuel and certain other charges such as fuel taxes and oil, (ii) settlement gains and losses and (iii) unrealized mark-to-market gains and losses associated with fuel hedge contracts. The following table summarizes the components of aircraft fuel expense for the periods presented:


	For the year ended December 31,
	2006			2007			*2008 ()**			2009			2010
	(in thousands)
Into-plane fuel cost	$	175,975		$	265,226		$	359,097		$	181,806		$	251,754
Settlement (gains) losses		(339	)		(3,714	)		(69,876	)		750			(1,483	)
Unrealized mark-to-market (gains) losses		1,056			(10,282	)		9,873			(1,449	)		(2,065	)

Aircraft fuel	$	176,692		$	251,230		$	299,094		$	181,107		$	248,206

(*)

In July 2008, we monetized all of our fuel hedge contracts, which included hedges that had scheduled settlement dates during the remainder of 2008 and in 2009. We recognized a gain of $37.8 million representing cash received upon monetization of these contracts, of which a gain of $14.2 million related to 2009 fuel hedge positions.

(3)

Restructuring charges include: (i) for 2006 and 2007, amounts relating to the accelerated retirement of our MD-80 fleet; (ii) for 2008 and 2009, amounts relating to the early termination in mid-2008 of leases for seven Airbus A319 aircraft, a related reduction in workforce and the exit facility costs associated with returning planes to lessors in 2008; (iii) for 2009, amounts relating to the sale of previously expensed MD-80 parts; and (iv) for 2010, amounts relating to exit facility costs associated with moving our Detroit, Michigan maintenance operations to Fort Lauderdale, Florida. For more information, please see “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Our Operating Expenses—Restructuring Charges.”

(4)

Substantially all of the interest expense recorded in 2007, 2008, 2009 and 2010 relates to Notes and Preferred Stock held by our principal stockholders that will be repaid or redeemed, or exchanged for shares of common stock, in connection with the 2011 Recapitalization that will occur at the closing of the offering contemplated by this prospectus. Accordingly, those amounts are not indicative of amounts to be reported in our statement of operations after the closing of this offering. Please see “Use of Proceeds” and “Capitalization.”

(5)	Interest attributable to funds used to finance the acquisition of new aircraft, including pre-delivery deposit payments, or PDPs, is capitalized as an additional cost of the related asset. Interest is capitalized at the weighted average implicit lease rate of our aircraft.

(6)

Gain on extinguishment of debt represents the recognition of contingencies provided for in our 2006 recapitalization agreements, which provided for the cancellation of shares of Class A Preferred Stock and reduction of the liquidation preference of the remaining Class A Preferred Stock and associated accrued but unpaid dividends based on the outcome of the contingencies. Please see “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Other (income) expense, net—2009 compared to 2008.”

(7)

Net income for 2010 includes a $52.3 million net tax benefit primarily due to the release of a valuation allowance resulting in a deferred tax benefit of $52.8 million in 2010. Absent the release of the valuation allowance and corresponding tax benefit, our net income would have been $19.7 million for 2010. Immediately prior to the completion of this offering, we intend to enter into the Tax Receivable Agreement and thereby distribute to the Pre-IPO Stockholders the right to receive a pro rata share of the future payments to be made under such agreement. These future payments to the Pre-IPO Stockholders (estimated as of December 31, 2010 to be approximately $39.1 million) will be in an amount equal to 90% of the cash savings in federal income tax realized by us by virtue of our future use of the federal net operating loss, deferred interest deductions and certain tax credits held by us as of December 31, 2010. Please see “Certain Relationships and Related Transactions—Tax Receivable Agreement.”

(8)

to our ongoing operating activities. Further, we believe Adjusted EBITDAR is useful in evaluating our operating performance compared to our competitors because its calculation isolates the effects of financing in general, the accounting effects of capital spending and acquisitions (primarily aircraft, which may be acquired directly, directly subject to acquisition debt, by capital lease or by operating lease, each of which is presented differently for accounting purposes), and income taxes, which may vary significantly between periods and for different companies for reasons unrelated to overall operating performance. We also use Adjusted EBITDA and Adjusted EBITDAR to establish performance measures for executive compensation purposes. However, because derivations of EBITDA, Adjusted EBITDA and Adjusted EBITDAR are not determined in accordance with GAAP, such measures are susceptible to varying calculations and not all companies calculate the measures in the same manner. As a result, derivations of EBITDA as presented may not be directly comparable to similarly titled measures presented by other companies.

EBITDA, Adjusted EBITDA and Adjusted EBITDAR have limitations as an analytical tool. Some of these limitations are: EBITDA, Adjusted EBITDA and Adjusted EBITDAR do not reflect our cash expenditures, or future requirements, for capital expenditures or contractual commitments; EBITDA, Adjusted EBITDA and Adjusted EBITDAR do not reflect changes in, or cash requirements for, our working capital needs; EBITDA, Adjusted EBITDA and Adjusted EBITDAR do not reflect the significant interest expense, or the cash requirements necessary to service interest or principal payments, on our debts; although depreciation and amortization are non-cash charges, the assets being depreciated and amortized will often have to be replaced in the future, and EBITDA, Adjusted EBITDA and Adjusted EBITDAR do not reflect any cash requirements for such replacements; non-cash compensation is and will remain a key element of our overall long-term incentive compensation package, although we exclude it as an expense when evaluating our ongoing operating performance for a particular period; EBITDA, Adjusted EBITDA and Adjusted EBITDAR do not reflect the impact of certain cash charges resulting from matters we consider not to be indicative of our ongoing operations; and other companies in our industry may calculate EBITDA, Adjusted EBITDA and Adjusted EBITDAR differently than we do, limiting its usefulness as a comparative measure. Because of these limitations EBITDA, Adjusted EBITDA and Adjusted EBITDAR should not be considered in isolation or as a substitute for performance measures calculated in accordance with GAAP.

The following table represents the reconciliation of EBITDA, Adjusted EBITDA and Adjusted EBITDAR to net income (loss) for the periods indicated below:


	Year Ended December 31,
	2006			2007			2008			2009			2010 (g)
	(in thousands)
Reconciliation:
Net (loss) income	$	(80,652	)	$	1,362		$	33,259		$	83,693		$	72,481
Plus (minus):
Interest expense		20,985			38,163			40,245			46,892			50,313
Capitalized interest		(2,299	)		(1,755	)		(166	)		(951	)		(1,491	)
Interest income		(3,183	)		(5,951	)		(1,976	)		(345	)		(328	)
Provision/(benefit) for income taxes		—			44			388			1,533			(52,296	)
Depreciation and amortization		9,552			5,401			4,236			4,924			5,620

EBITDA		(55,597	)		37,264			75,986			135,746			74,299

Gain on extinguishment of debt (a)		—			—			(53,673	)		(19,711	)		—
Management fees (b)		652			800			800			800			800
Equity based stock compensation (c)		53			4			6			113			569
Restructuring (d)		32,499			142			17,902			(392	)		621
Transaction expenses (e)		—			—			—			720			—
Unrealized mark-to-market gains and losses (f)		1,056			(10,282	)		9,873			(1,449	)		(2,065	)
Loss on disposal of assets		3,853			94			4,122			1,010			77

Adjusted EBITDA		(17,484	)		28,022			55,016			116,837			74,301


Aircraft rentals		93,136			119,686			105,605			89,974			101,345

Adjusted EBITDAR	$	75,652		$	147,708		$	160,621		$	206,811		$	175,646

(a)

(b)

Management fees include annual fees we paid to our sponsors pursuant to professional services agreements, which will be terminated in connection with the closing of this offering, and the reimbursement of certain expenses incurred thereunder. Please see “Use of Proceeds” and “Certain Relationships and Related Transactions.”

(c)

Equity based stock compensation is a non-cash expense relating to our equity based compensation program.

(d)

(e)

Transaction expenses include professional fees incurred in connection with an acquisition transaction that was not completed.

(f)

Unrealized mark-to-market gains and losses is comprised of non-cash adjustments to aircraft fuel expense.

(g)

Reflects the effects of the strike of our pilots in June 2010. Please see footnote (1) above and “Management’s Discussion and Analysis of Financial Condition and Results of Operations—June 2010 Pilot Strike.”

(9)

Pro forma earnings per share is presented for 2010 to give effect to: (i) the repayment of all of our outstanding indebtedness and Preferred Stock and the termination of any outstanding letters of credit supporting collateral obligations due to our credit card processors through (x) the application of a portion of the net proceeds from the sale of shares of common stock by us in this offering, (y) the exchange of any Notes not repaid with net proceeds from this offering for shares of common stock pursuant to the Recapitalization Agreement and (z) the exchange of any shares of Preferred Stock not redeemed with net proceeds from this offering for shares of common stock pursuant to the Recapitalization Agreement; (ii) adding back to net income the interest expense recorded in our statement of operations related to the indebtedness and Preferred Stock assumed to be retired, ($47.1 million for 2010); and (iii) the issuance of shares of common stock in this offering and pursuant to the Recapitalization Agreement. The number of such shares issued assumes an initial public offering price of $ per share (the mid-point of the price range set forth on the cover page of this prospectus) and an offering date of , 2011 for purposes of calculating accrued and unpaid interest on the Notes and accrued and unpaid dividends on the shares of Preferred Stock. The number of shares outstanding for purposes of this calculation will increase or decrease with the assumed initial offering price by a number of shares approximately as set forth in the table provided in the “Capitalization—2011 Recapitalization” section of this prospectus, under the column captioned “Total Shares of Common Stock Outstanding after this Offering.”

The following table presents our historical balance sheet data as of December 31, 2010, and on a pro forma as adjusted basis to give effect to the 2011 Recapitalization, the Tax Receivable Agreement and this offering.


	As of December 31, 2010
	Actual			Pro Forma As Adjusted (1)(2)
	(in thousands)
Cash and cash equivalents	$	82,714		$
Total assets		475,757
Long-term debt, including current portion (3)		280,827			—
Mandatorily redeemable preferred stock		79,717			—
Total stockholders’ (deficit) equity (4)		(105,077	)

(1)

Gives effect to: (i) the receipt of the estimated net proceeds from the sale of shares of common stock by us in this offering, the deduction of underwriting discounts and offering expenses payable by us and the application of such net proceeds as described under “Use of Proceeds;” (ii) the exchange of any Notes not repaid with net proceeds from this offering for shares of common stock pursuant to the Recapitalization Agreement; (iii) the exchange of any shares of Preferred Stock not redeemed with net proceeds from this offering for shares of common stock pursuant to the Recapitalization Agreement; and (iv) entry into the Tax Receivable Agreement.

(2)

Assumes an initial public offering price of $ per share (the mid-point of the price range set forth on the cover page of this prospectus) and an offering date of , 2011 for purposes of calculating accrued and unpaid interest on the Notes and accrued and unpaid dividends on the shares of Preferred Stock. Please see “Capitalization” for a sensitivity analysis of the shares of common stock to be outstanding based on various assumed initial public offering prices.

(3)

Includes $23.2 million of current portion of long-term debt and $257.6 million of long-term debt.

(4)

Reflects a reduction in additional paid-in capital on a pro forma as adjusted basis as a result of the recognition of the liability equal to the total estimated payments (approximately $39.1 million as of December 31, 2010) to be made under the Tax Receivable Agreement.

OPERATING STATISTICS


	For the year ended December 31,
	2006		2007		2008		2009		2010
Operating Statistics (unaudited) (A)
Average aircraft		31.4		35.9		32.8		28.0		30.4
Aircraft at end of period		31		36		28		28		32
Airports served in the period		30		40		45		43		39
Average daily aircraft utilization (hours)		9.1		11.5		12.6		13.0		12.8
Average stage length (miles)		881		956		925		931		941
Block hours		103,962		150,644		150,827		133,227		141,864
Passenger flight segments (thousands)		4,967		6,974		6,976		6,325		6,952
Revenue passenger miles (RPMs) (thousands)		4,554,125		6,850,565		6,599,809		6,039,064		6,664,395
Available seat miles (ASMs) (thousands)		5,794,099		8,461,861		8,262,230		7,485,141		8,119,923
Load factor (%)		78.6		81.0		79.9		80.7		82.1
Average ticket revenue per passenger flight segment ($’s)		104.56		98.44		94.24		84.77		77.39
Average non-ticket revenue per passenger flight segment ($’s)		4.80		10.96		18.61		25.91		35.00
Total revenue per passenger flight segment ($’s)		109.36		109.40		112.85		110.68		112.39
Average yield (cents)		11.93		11.14		11.93		11.59		11.72
RASM (cents)		9.37		9.02		9.53		9.35		9.62
CASM (cents)		10.50		8.64		9.31		7.86		8.77
Adjusted CASM (cents) (B)		9.92		8.76		8.97		7.89		8.79
Adjusted CASM ex fuel (cents) (B)		6.89		5.67		5.47		5.45		5.71
Fuel gallons consumed (thousands)		82,980		113,842		109,562		98,422		106,628
Average economic fuel cost per gallon ($’s)		2.11		2.30		2.64		1.85		2.35

(A)	See “Glossary of Airline Terms” elsewhere in this prospectus for definitions of terms used in this table.

(B)

Excludes restructuring charges of $32.5 million (0.56 cents per ASM) in 2006, $0.1 million (less than 0.01 cents per ASM) in 2007, $17.9 million (0.22 cents per ASM) in 2008, and credits of $0.4 million (less than 0.01 cents per ASM) in 2009 and $0.6 million (less than 0.01 cents per ASM) in 2010. These amounts are excluded from all calculations of Adjusted CASM provided in this prospectus. Please see “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Our Operating Expenses—Restructuring Charges.” Also excludes unrealized mark-to-market (gains) and losses of $1.1 million (0.02 cents per ASM) in 2006, $(10.3) million ((0.12) cents per ASM) in 2007, $9.9 million (0.12 cents per ASM) in 2008, $(1.4) million ((0.02) cents per ASM) in 2009 and $(2.1) million ((0.03) cents per ASM) in 2010. Please see “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Policies and Estimates.”

GLOSSARY OF AIRLINE TERMS

Set forth below is a glossary of industry terms used in this prospectus:

“Adjusted CASM” means operating expenses, excluding restructuring charges and mark-to-market gains or losses, divided by ASMs.

“Adjusted CASM ex fuel” means operating expenses less aircraft fuel expense and excluding restructuring charges and mark-to-market gains or losses, divided by ASMs.

“AFA-CWA” means the Association of Flight Attendants-CWA.

“Air traffic liability” or “ATL” means the value of tickets sold in advance of travel.

“ALPA” means the Airline Pilots Association, International.

“ASIF” means an Aviation Security Infrastructure Fee assessed by the TSA on each airline.

“Available seat miles” or “ASMs” means the number of seats available for passengers multiplied by the number of miles the seats are flown.

“Average aircraft” means the average number of aircraft used in flight operations, as calculated on a daily basis.

“Average daily aircraft utilization” means block hours divided by number of days in the period divided by average aircraft.

“Average economic fuel cost per gallon” means total aircraft fuel expense, excluding mark-to-market gains and losses, divided by the total number of fuel gallons consumed.

“Average non-ticket revenue per passenger flight segment” means the total non-ticket revenue divided by passengers.

“Average ticket revenue per passenger flight segment” means total passenger revenue divided by passengers.

“Average stage length” means the average number of miles flown per passenger flight segment.

“Average yield” means the average amount one passenger pays to fly one mile, calculated as total revenue divided by RPMs.

“Block hours” means the number of hours during which the aircraft is in revenue service, measured from the time of gate departure before take-off until the time of gate arrival at the destination.

“CASM” or “unit costs” means operating expenses divided by ASMs.

“CBA” means a collective bargaining agreement.

“CBP” means United States Customs and Border Protection.

“DOT” means the United States Department of Transportation.

“EPA” means the United States Environmental Protection Agency.

“FAA” means the United States Federal Aviation Administration.

“FCC” means the United States Federal Communications Commission.

“FLL Airport” means the Fort Lauderdale-Hollywood International Airport.

“Into-plane fuel cost per gallon” means into-plane fuel expense divided by number of fuel gallons consumed.

“Into-plane fuel expense” represents the cost of jet fuel and certain other charges such as fuel taxes and oil.

“Load factor” means the percentage of aircraft seats actually occupied on a flight (RPMs divided by ASMs).

“NMB” means the National Mediation Board.

“Operating revenue per ASM,” “RASM” or “unit revenue” means operating revenue divided by ASMs.

“Passenger flight segments” means the total number of passengers flown on all flight segments.

“PDP” means pre-delivery deposit payment.

“Revenue passenger miles” or “RPMs” means the number of miles flown by passengers.

“RLA” means the United States Railway Labor Act.

“TWU” means the Transport Workers Union of America.

“TSA” means the United States Transportation Security Administration.

“ULCC” means “ultra low-cost carrier.”

“VFR” means visiting friends and relatives.

RISK FACTORS

Investing in our common stock involves a high degree of risk. You should carefully consider the risks described below and the other information in this prospectus before making a decision to invest in our common stock. If any of these risks should occur, our business, operating results, financial condition or growth prospects could be adversely affected. In those cases, the trading price of our common stock could decline and you may lose all or part of your investment.

Risks Related to Our Industry

We operate in an extremely competitive industry.

We face significant competition with respect to routes, fares and services. Within the airline industry, we compete with traditional network airlines, other low-cost airlines and regional airlines on many of our routes. Competition in most of the 44 destinations we presently serve is intense, due to the large number of carriers in those markets. Furthermore, other airlines may begin service or increase existing service on routes where we currently face no or little competition. Substantially all of our competitors are larger and have significantly greater financial and other resources than we do.

The airline industry is particularly susceptible to price discounting because once a flight is scheduled, airlines incur only nominal additional costs to provide service to passengers occupying otherwise unsold seats. Increased fare or other price competition could adversely affect our operations. Moreover, many other airlines have begun to unbundle services by charging separate fees for services such as baggage and advance seat selection. This unbundling and other cost reducing measures could enable competitor airlines to reduce fares on routes that we serve.

In addition, airlines increase or decrease capacity in markets based on perceived profitability. Decisions by our competitors that increase overall industry capacity, or capacity dedicated to a particular domestic or foreign region, market or route, especially increased capacity in and out of South Florida, could have a material adverse impact on our business. If a traditional network airline were to successfully develop a low-cost structure or if we were to experience increased competition from other low-cost carriers, our business could be materially adversely affected.

Our growth and the success of our ULCC business model could stimulate competition in our markets through our competitors’ development of their own ULCC strategies or new market entrants. Any such competitor may have greater financial resources and access to cheaper sources of capital than we do, which could enable them to operate their business with a lower cost structure than we can. If these competitors adopt and successfully execute a ULCC business model, we could be materially adversely affected.

There have been numerous mergers and acquisitions within the airline industry including, for example, the recent combinations of Delta Air Lines and Northwest Airlines and of United Airlines and Continental Airlines, and the pending merger of Southwest Airlines and AirTran Airways. In the future, there may be additional mergers and acquisitions in our industry. Any business combination could significantly alter industry conditions and competition within the airline industry and could cause fares of our competitors to be reduced.

The extremely competitive nature of the airline industry could prevent us from attaining the level of passenger traffic or maintaining the level of fares or revenues related to ancillary services required to sustain profitable operations in new and existing markets and could impede our growth strategy, which could harm our operating results. Due to our relatively small size, we are susceptible to a fare war or other competitive activities in one or more of our key markets, including South Florida, which could have a material adverse effect on our business, results of operations and financial condition.

Our low cost structure is one of our primary competitive advantages, and many factors could affect our ability to control our costs.

Our low cost structure is one of our primary competitive advantages. However, we have limited control over many of our costs. For example, we have limited control over the price and availability of aircraft fuel, aviation insurance, airport and related infrastructure taxes, the cost of meeting changing regulatory requirements, and our cost to access capital or financing. In addition, the compensation and benefit costs applicable to a significant portion of our employees are established by the terms of our collective bargaining agreements. We cannot guarantee we will be able to maintain a cost advantage over our competitors. If our cost structure increases and we are no longer able to maintain a cost advantage over our competitors, it could have a material adverse effect on our business, results of operations and financial condition.

The airline industry is heavily impacted by the price and availability of aircraft fuel. Continued volatility in fuel costs or significant disruptions in the supply of fuel, including hurricanes and other events affecting the Gulf Coast in particular, could materially adversely affect our business, results of operations and financial condition.

Aircraft fuel costs represent our single largest operating cost, accounting for 38.9%, 30.8% and 34.8% of our total operating expenses for 2008, 2009 and 2010, respectively. As such, our operating results are significantly affected by changes in the availability and the cost of aircraft fuel, especially aircraft fuel refined in the U.S. Gulf Coast region, on which we are highly dependent. Both the cost and the availability of aircraft fuel are subject to many meteorological, economic and political factors and events occurring throughout the world, which we can neither control nor accurately predict. For example, a major hurricane making landfall along the Gulf Coast could cause disruption to oil production, refinery operations and pipeline capacity in that region, possibly resulting in significant increases in the price of aircraft fuel and diminished availability of aircraft fuel supplies. Any disruption to oil production, refinery operations or pipeline capacity in the Gulf Coast region could have a disproportionate impact on our operating results compared to other airlines that have more diversified fuel sources.

Aircraft fuel prices have been subject to high volatility, fluctuating substantially over the past several years and very sharply beginning in 2008. Due to the large proportion of aircraft fuel costs in our total operating cost base, even a relatively small increase in the price of aircraft fuel can have a significant negative impact on our operating costs and on our business, results of operations and financial condition.

Our fuel hedging strategy may not reduce our fuel costs.

In order to mitigate the risk to our business from future volatility in fuel prices, as of December 31, 2010, we had entered into fuel derivative contracts for approximately 10% of our forecasted aircraft fuel requirements through the end of 2011. Additionally, during hurricane season (August through October), we often use basis swaps, priced using West Texas Intermediate or Heating Oil indexes, to protect the refining price risk between the price of crude oil and the price of refined jet fuel. In addition to other fuel derivative contracts, we have historically protected approximately 45% of our forecasted fuel requirements during hurricane season using basis swaps. There can be no assurance that we will be able to enter into fuel hedge contracts in the future. Our liquidity and general level of capital resources impacts our ability to hedge our fuel requirements. Even if we are able to hedge portions of our future fuel requirements, we cannot guarantee that our hedge contracts will provide sufficient protection against increased fuel costs or that our counterparties will be able to perform under our hedge contracts, such as in the case of a counterparty’s insolvency. Furthermore, our ability to react to the cost of fuel, absent hedging, is limited since we set the price of tickets in advance of incurring fuel costs. Our ability to pass on any significant increases in aircraft fuel costs through fare increases could also be limited. Finally, it is currently unknown what impact the Dodd-Frank Wall Street Reform and Consumer Protection Act will have on collateral and margin requirements for fuel hedging, which could significantly impair our ability to hedge our fuel costs. Please see “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Trends and Uncertainties Affecting Our Business—Aircraft Fuel” for a description of our fuel hedging activities.

The airline industry is particularly sensitive to changes in economic conditions. Continued negative economic conditions or a reoccurrence of such conditions would negatively impact our business, results of operations and financial condition.

Our business and the airline industry in general are affected by many changing economic conditions beyond our control, including, among others:

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changes and volatility in general economic conditions, including the severity and duration of any downturn in the United States or global economy and financial markets;

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changes in consumer preferences, perceptions, spending patterns or demographic trends, including any increased preference for higher-fare carriers offering higher amenity levels, and reduced preferences for low-fare carriers offering more basic transportation, during better economic times;

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higher levels of unemployment and varying levels of disposable or discretionary income;

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depressed housing and stock market prices; and

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lower levels of actual or perceived consumer confidence.

These factors can adversely affect, and from time to time have adversely affected, our results of operations, our ability to obtain financing on acceptable terms and our liquidity generally. Current unfavorable general economic conditions, such as higher unemployment rates, a constrained credit market, housing-related pressures and increased focus on reducing business operating costs can reduce spending for leisure, VFR and business travel. For many travelers, in particular the leisure and VFR travelers we serve, air transportation is a discretionary purchase that they can eliminate from their spending in difficult economic times. The overall decrease in demand for air transportation in the United States in 2008 and 2009 resulting from record high fuel prices and the economic recession required that we take significant steps to reduce our capacity, which reduced our revenues and could continue to have a significant negative impact on our business for an extended period of time. Unfavorable economic conditions could also affect our ability to raise prices to counteract increased fuel, labor or other costs, resulting in a material adverse effect on our business, results of operations and financial condition.

The airline industry faces ongoing security concerns and related cost burdens, further threatened or actual terrorist attacks or other hostilities could significantly harm our industry and our business.

The terrorist attacks of September 11, 2001 and their aftermath negatively affected the airline industry. The primary effects experienced by the airline industry included:

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substantial loss of revenue and flight disruption costs caused by the grounding of all commercial air traffic in or headed to the United States by the Federal Aviation Administration, or FAA, for about three days after the terrorist attacks;

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increased security and insurance costs;

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increased concerns about future terrorist attacks;

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airport shutdowns and flight cancellations and delays due to security breaches and perceived safety threats; and

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significantly reduced passenger traffic and yields due to the subsequent dramatic drop in demand for air travel.

Since September 11, 2001, the Department of Homeland Security and the Transportation Security Administration, or TSA, have implemented numerous security measures that restrict airline operations and increase costs, and are likely to implement additional measures in the future. For example, following the widely publicized attempt of an alleged terrorist to detonate plastic explosives hidden underneath his clothes on a Northwest Airlines flight on Christmas Day in 2009, international passengers became subject to enhanced

random screening, which may include pat-downs, explosive detection testing or body scans. Enhanced passenger screening, increased regulation governing carry-on baggage and other similar restrictions on passenger travel may further increase passenger inconvenience and reduce the demand for air travel. In addition, increased or enhanced security measures have tended to result in higher governmental fees imposed on airlines, resulting in higher operating costs for airlines. Any future terrorist attacks or attempted attacks, even if not made directly on the airline industry, or the fear of such attacks or other hostilities (including elevated national threat warnings or selective cancellation or redirection of flights due to terror threats) would likely have a material adverse effect on our business, results of operations and financial condition, and on the airline industry in general.

Restrictions on or increased taxes applicable to fees or other charges for ancillary products and services paid by airlines passengers could harm our business, results of operations and financial condition.

During 2008, 2009 and 2010, we generated non-ticket revenues of $129.8 million, $163.9 million and $243.3 million, respectively. Our non-ticket revenues are generated from fees for, among other things, baggage, bookings through our call center or third-party vendors, advance seat selection, itinerary changes and loyalty programs. In April 2010, the U.S. Department of Transportation, or DOT, released a Notice of Proposed Rulemaking relating to how airlines handle interactions with passengers through the reservations process, at the airport and onboard the aircraft. The Notice of Proposed Rulemaking also related to certain proposals that would require airlines to publish to customers a full fare for a flight, including mandatory taxes and fees, as well as the cost of the flight including products and services “traditionally” paid for by customers. In addition, the U.S. Congress has begun investigating the airline industry practice of unbundling, including public hearings held in July 2010. If new taxes are imposed on non-ticket revenues, or laws or regulations are adopted that make unbundling of services impermissible, more cumbersome or expensive, our business, results of operations and financial condition could be harmed. Congressional scrutiny may also change industry practice or public willingness to pay for ancillary services. On August 3, 2010, the Airline Baggage Transparency and Accountability Act was introduced in the United States Senate. This legislation, if enacted, would impose federal taxes at a rate of up to 7.5% on charges for carry-on and checked baggage. More recently, the United States Senate passed an amendment to the FAA reauthorization bill that, if enacted, would impose federal taxes at a rate of 7.5% on charges for carry-on baggage. We cannot predict whether the Airline Baggage Transparency and Accountability Act, the Senate amendment to the FAA reauthorization bill or any similar proposal will become law or, if it did, what effect it would have on our results of operations and financial condition.

Airlines are often affected by factors beyond their control including: air traffic congestion at airports; air traffic control inefficiencies; weather conditions, such as hurricanes or blizzards; increased security measures; new travel related taxes or the outbreak of disease, any of which could harm our business, operating results and financial condition.

Like other airlines, we are subject to delays caused by factors beyond our control, including air traffic congestion at airports, air traffic control inefficiencies, adverse weather conditions, increased security measures, new travel related taxes and the outbreak of disease. Delays frustrate passengers and increase costs, which in turn could adversely affect profitability. The federal government singularly controls all U.S. airspace, and airlines are completely dependent on the FAA to operate that airspace in a safe, efficient and affordable manner. The air traffic control system, which is operated by the FAA, faces challenges in managing the growing demand for U.S. air travel. U.S. and foreign air-traffic controllers often rely on outdated technologies that routinely overwhelm the system and compel airlines to fly inefficient, indirect routes resulting in delays. Adverse weather conditions and natural disasters, such as hurricanes affecting southern Florida and the Caribbean, winter snowstorms affecting the Northeast United States, or the January 2010 earthquake in Port-au-Prince, Haiti, can cause flight cancellations or significant delays. Cancellations or delays due to weather conditions or natural disasters, air traffic control problems, breaches in security or other factors could harm our business, results of operations and financial condition. Similarly, outbreaks of pandemic or contagious diseases, such as avian flu, severe acute respiratory syndrome (SARS) and H1N1 (swine) flu, could result in significant decreases in passenger traffic and the imposition of government restrictions in service and could have a material adverse impact on the airline

industry. Increased travel taxes, such as the Travel Promotion Act, enacted March 10, 2010, which charges visitors from certain countries a $10 fee every two years to travel into the United States to subsidize certain travel promotion efforts, could also result in decreases in passenger traffic. Any general reduction in airline passenger traffic could have a material adverse effect on our business, results of operations and financial condition.

Restrictions on or litigation regarding third-party membership discount programs could harm our business, operating results and financial condition.

In 2009 and 2010, we generated a relatively small but growing portion of our revenue from order referral fees, revenue share and other fees paid to us by third-party merchants for customer click-throughs, distribution of third-party promotional materials and referrals arising from products and services of the third-party merchants that we offer to our customers on our website. Some of these third-party referral-based offers are for memberships in discount programs or similar promotions made to customers who have purchased products from us, and for which we receive a payment from the third-party merchants for every customer that accepts the promotion. Certain of these third-party membership discount programs have been the subject of consumer complaints, litigation and regulatory actions alleging that the enrollment and billing practices involved in the programs violate various consumer protection laws or are otherwise deceptive. Any private or governmental claims or actions that may be brought against us in the future relating to these third-party membership programs could result in our being obligated to pay damages or incurring legal fees in defending claims. These damages and fees could be disproportionate to the revenues we generate through these relationships. In addition, customer dissatisfaction or a significant reduction in or termination of the membership discount offers on our website as a result of these claims could have a negative impact on our brand, and have a material adverse effect on our business, results of operations and financial condition.

We face competition from air travel substitutes.

In addition to airline competition from traditional network airlines, other low-cost airlines and regional airlines, we also face competition from air travel substitutes. On our domestic routes, we face competition from some other transportation alternatives, such as bus, train or automobile. In addition, technology advancements may limit the desire for air travel. For example, video teleconferencing and other methods of electronic communication may reduce the need for in-person communication and add a new dimension of competition to the industry as travelers seek lower-cost substitutes for air travel. If we are unable to adjust rapidly in the event the basis of competition in our markets changes, it could have a material adverse effect on our business, results of operations and financial condition.

Risks Related to Our Business

Increased labor costs, union disputes, employee strikes and other labor-related disruption may adversely affect our operations.

Our business is labor intensive, with labor costs representing approximately 19.1%, 23.0% and 22.0% of our total operating costs for 2008, 2009 and 2010, respectively. As of December 31, 2010, approximately 50% of our workforce was represented by labor unions and thereby covered by collective bargaining agreements. We cannot assure you that our labor costs going forward will remain competitive because in the future our labor agreements may be amended or become amendable and new agreements could have terms with higher labor costs; one or more of our competitors may significantly reduce their labor costs, thereby reducing or eliminating our comparative advantages as to one or more of such competitors; or our labor costs may increase in connection with our growth. We may also become subject to additional collective bargaining agreements in the future as non-unionized workers may unionize.

Relations between air carriers and labor unions in the United States are governed by the Railway Labor Act, or the RLA. Under the RLA, collective bargaining agreements generally contain “amendable dates” rather than

expiration dates, and the RLA requires that a carrier maintain the existing terms and conditions of employment following the amendable date through a multi-stage and usually lengthy series of bargaining processes overseen by the National Mediation Board, or the NMB. This process continues until either the parties have reached agreement on a new collective bargaining agreement, or the parties have been released to “self-help” by the NMB. In most circumstances, the RLA prohibits strikes; however, after release by the NMB, carriers and unions are free to engage in self-help measures such as lockouts and strikes.

Our flight operations were shut down due to a strike by our pilots beginning on June 12, 2010 and lasting until we and the union representing our pilots reached a tentative agreement for a new contract. Under a Return to Work Agreement, we began to resume flights on June 17, 2010 and resumed our full flight schedule on June 18, 2010. On August 1, 2010, we and the pilots’ union executed a new five-year collective bargaining agreement. This shutdown had a material adverse effect on our results of operations for 2010. Please see “Management’s Discussion and Analysis of Financial Condition and Results of Operations—June 2010 Pilot Strike.”

Our collective bargaining agreement with our flight attendants became amendable in August 2007, and we are currently engaged in negotiations with the union representing our flight attendants. Our collective bargaining agreement with our dispatchers becomes amendable in July 2012. The outcome of our collective bargaining negotiations cannot presently be determined and the terms and conditions of our future collective bargaining agreements may be affected by the results of collective bargaining negotiations at other airlines that may have a greater ability, due to larger scale, greater efficiency or other factors, to bear higher costs than we can. The need for workforce reductions and wage and benefit concessions in the current adverse economic environment may have an adverse effect on our labor relations and employee morale. In addition, if we are unable to reach agreement with any of our unionized work groups on future negotiations regarding the terms of their collective bargaining agreements, we may be subject to work interruptions or stoppages. Any such action or other labor dispute with unionized employees could disrupt our operations, reduce our profitability, or interfere with the ability of our management to focus on executing our business strategies. Our business, results of operations and financial condition may be materially adversely affected based on the outcome of our negotiations with the union representing our flight attendants.

We have a significant amount of aircraft-related fixed obligations that could impair our liquidity and thereby harm our business, results of operations and financial condition.

The airline business is capital intensive and, as a result, many airline companies are highly leveraged. All of our aircraft are leased, and in 2010 we paid the lessors rent of $103.4 million and maintenance deposits net of reimbursements of $35.7 million. We have future operating lease obligations of approximately $1.0 billion. In addition, we have significant obligations for aircraft and spare engines that that we have ordered from Airbus and International Aero Engines AG, or IAE, for delivery over the next five years. Our ability to pay the fixed costs associated with our contractual obligations will depend on our operating performance and cash flow, which will in turn depend on, among other things, the success of our current business strategy, whether fuel prices continue at current price levels and/or further increase or decrease, further weakening or improving in the U.S. economy, as well as general economic and political conditions and other factors that are, to some extent, beyond our control. The amount of our aircraft related fixed obligations could have a material adverse effect on our business, results of operations and financial condition and could:

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require a substantial portion of cash flow from operations for operating lease and maintenance deposit payments, thereby reducing the availability of our cash flow to fund working capital, capital expenditures and other general corporate purposes;

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limit our ability to make required pre-delivery deposit payments, or PDPs, to Airbus or IAE for our aircraft and spare engines on order;

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limit our ability to obtain additional financing to support our expansion plans and for working capital and other purposes on acceptable terms or at all;

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make it more difficult for us to pay our other obligations as they become due during adverse general economic and market industry conditions because any related decrease in revenues could cause us to not have sufficient cash flows from operations to make our scheduled payments;

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reduce our flexibility in planning for, or reacting to, changes in our business and the airline industry and, consequently, place us at a competitive disadvantage to our competitors with less fixed payment obligations; and

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cause us to lose access to one or more aircraft and forfeit our rent deposits if we are unable to make our required aircraft lease rental payments and our lessors exercise their remedies under the lease agreement including under cross default provisions in certain of our leases.

A failure to pay our operating lease and other fixed cost obligations or a breach of our contractual obligations could result in a variety of adverse consequences, including the exercise of remedies by our creditors and lessors. In such a situation, it is unlikely that we would be able to fulfill our obligations, make required lease payments or otherwise cover our fixed costs, which would have a material adverse effect on our business, results of operations and financial condition.

We are highly dependent upon our cash balances and operating cash flows.

As of December 31, 2010, we had access to lines of credit from our jet fuel service provider and our purchase credit card issuer aggregating $3.6 million. These credit facilities are not adequate to finance our operations, and we will continue to be dependent on our operating cash flows and cash balances to fund our operations and to make scheduled payments on our aircraft related fixed obligations. Furthermore, our credit card processors hold back certain credit card receipts to cover repayment to customers if we fail to fulfill our flight obligations. As a result of these holdbacks, a significant portion of our cash is recorded as restricted cash and is unavailable to us until after we provide travel service. In addition, we are required by our aircraft lessors to fund reserves in cash in advance for scheduled maintenance, and a portion of our cash is therefore unavailable until after we have completed the scheduled maintenance in accordance with the terms of the operating leases. Based on the age of our fleet and our growth strategy, these maintenance deposits will increase over the next few years before we receive any significant reimbursement for completed maintenance. If we fail to generate sufficient funds from operations to meet our operating cash requirements or do not obtain a line of credit, other borrowing facility or equity financing, we could default on our operating lease and fixed obligations. Our inability to meet our obligations as they become due would have a material adverse effect on our business, results of operations and financial condition.

Our ability to obtain financing or access capital markets may be limited.

We have significant obligations for aircraft and spare engines that we have ordered from Airbus and IAE over the next five years and we will need to finance these purchases. We may not have sufficient liquidity or creditworthiness to fund the purchase of aircraft and engines, including payment of PDPs, or for other working capital. Factors that affect our ability to raise financing or access the capital markets include market conditions in the airline industry, economic conditions, the level and volatility of our earnings, our relative competitive position in the markets in which we operate, our ability to retain key personnel, our operating cash flows, and legal and regulatory developments. Regardless of our creditworthiness, at times the market for aircraft purchase or lease financing has been very constrained due to such factors as the general state of the capital markets and the financial position of the major providers of commercial aircraft financing.

Our liquidity and general level of capital resources impact our ability to hedge our fuel requirements.

As of December 31, 2010, we had entered into fuel derivative contracts for approximately 10% of our forecasted aircraft fuel requirements through the end of 2011. Additionally, during hurricane season (August through October), we often use basis swaps, priced using West Texas Intermediate or Heating Oil indexes, to protect the refining price risk between the price of crude oil and the price of refined jet fuel. In addition to other

fuel derivative contracts, we have historically protected approximately 45% of our forecasted fuel requirements during hurricane season using basis swaps. While we intend to hedge a portion of our future fuel requirements, there can be no assurance that, at any given time, we will be able to enter into hedge contracts. In the past we have not had and in the future we may not have sufficient creditworthiness or liquidity to post the collateral necessary to hedge our fuel requirements. We have a line of credit of $1.0 million with the counterparty to our jet fuel derivatives that requires posting of cash collateral to cover margin for any amount in excess of the $1.0 million line of credit, the amount of which is determined by the prevailing crude oil price and counterparty risk. Even if we are able to hedge portions of our future fuel requirements, we cannot guarantee that our hedge contracts will provide any particular level of protection against increased fuel costs or that our counterparties will be able to perform under our hedge contracts, such as in the case of a counterparty’s insolvency. Furthermore, our ability to react to the cost of fuel, absent hedging, is limited, because we set the price of tickets in advance of knowing our fuel costs at the time the tickets are flown. Our ability to pass on any significant increases in aircraft fuel costs through fare increases could also be limited.

We rely on maintaining a high daily aircraft utilization rate to implement our low cost structure, which makes us especially vulnerable to flight delays or cancellations or aircraft unavailability.

We maintain a high daily aircraft utilization rate. Our average daily aircraft utilization was 12.6 hours, 13.0 hours and 12.8 hours for 2008, 2009 and 2010, respectively. Aircraft utilization is the average amount of time per day that our aircraft spend carrying passengers. Our revenue per aircraft can be increased by high daily aircraft utilization, which is achieved in part by reducing turnaround times at airports, so we can fly more hours on average in a day. Aircraft utilization is reduced by delays and cancellations from various factors, many of which are beyond our control, including air traffic congestion at airports or other air traffic control problems, adverse weather conditions, increased security measures or breaches in security, international or domestic conflicts, terrorist activity, or other changes in business conditions. The majority of our operations are concentrated in markets such as South Florida, the Caribbean, Latin America and the Northeast United States, which are particularly vulnerable to weather, airport traffic constraints and other delays. In addition, pulling aircraft out of service for unscheduled and scheduled maintenance, which will increase as our fleet ages, may materially reduce our average fleet utilization. Due to the relatively small size of our fleet and high daily aircraft utilization rate, the unavailability of one or more aircraft and resulting reduced capacity could have a material adverse effect on our business, results of operations and financial condition.

Our maintenance costs will increase as our fleet ages, and we will periodically incur substantial maintenance costs due to the maintenance schedules of our aircraft fleet.

As of December 31, 2010, the average age of our aircraft in service was approximately 4.1 years. Our relatively new aircraft require less maintenance now than they will in the future. Our fleet will require more maintenance as it ages and our maintenance and repair expenses for each of our aircraft will be incurred at approximately the same intervals. Moreover, because our current fleet was acquired over a relatively short period, significant maintenance that is scheduled on each of these planes will occur at roughly the same time, meaning we will incur our most expensive scheduled maintenance obligations, known as heavy maintenance, across our present fleet around the same time. These more significant maintenance activities result in out-of service periods during which our aircraft are dedicated to maintenance activities and unavailable to fly revenue service. In addition, the terms of our lease agreements require us to pay supplemental rent, also known as maintenance reserves, to be paid to the lessor in advance of the performance of major maintenance, resulting in our recording significant prepaid deposits on our balance sheet. We expect scheduled and unscheduled aircraft maintenance expenses to increase as a percentage of our revenue over the next several years. Any significant increase in maintenance and repair expenses would have a material adverse effect on our business, results of operations and financial condition. Please see “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Policies and Estimates—Aircraft maintenance, materials and repair costs and related heavy maintenance amortization” and “—Supplemental aircraft rent.”

Our lack of marketing alliances could harm our business.

Many airlines, including the domestic traditional network airlines (American, Delta, United and US Airways) have marketing alliances with other airlines, under which they market and advertise their status as marketing alliance partners. These alliances, such as OneWorld, SkyTeam and Star Alliance, generally provide for code-sharing, frequent flier program reciprocity, coordinated scheduling of flights to permit convenient connections and other joint marketing activities. Such arrangements permit an airline to market flights operated by other alliance members as its own. This increases the destinations, connections and frequencies offered by the airline, and provides an opportunity to increase traffic on that airline’s segment of flights connecting with alliance partners. We currently do not have any alliances with U.S. or foreign airlines. Our lack of marketing alliances puts us at a competitive disadvantage to traditional network carriers, whose ability to attract passengers through more widespread alliances, particularly on international routes, and may have a material adverse effect on our passenger traffic, business, results of operations and financial condition.

We are subject to extensive regulation by the Federal Aviation Administration, the Department of Transportation, and other U.S. and foreign governmental agencies, compliance with which could cause us to incur increased costs and adversely affect our business and financial results.

Airlines are subject to extensive regulatory and legal compliance requirements, both domestically and internationally, that involve significant costs. In the last several years, Congress has passed laws, and the DOT, FAA and TSA have issued regulations, relating to the operation of airlines that have required significant expenditures. We expect to continue to incur expenses in connection with complying with government regulations. Additional laws, regulations, taxes and airport rates and charges have been proposed from time to time that could significantly increase the cost of airline operations or reduce the demand for air travel. If adopted, these measures could have the effect of raising ticket prices, reducing revenue and increasing costs. For example, the DOT finalized rules, effective on April 29, 2010, requiring new procedures for customer handling during long onboard tarmac delays, as well as additional reporting requirements for airlines that could increase the cost of airline operations or reduce revenues. The DOT has been aggressively investigating alleged violations of the new rules. In addition, the DOT released a second set of proposed new rules addressing concerns about how airlines handle interactions with passengers through the reservations process, at the airport and on board the aircraft, including proposed disclosure of base fares plus a set of regulatorily dictated options and limits on cancellations and change fees. On August 3, 2010, the Airline Baggage Transparency and Accountability Act was introduced in the United States Senate. This legislation, if enacted, would increase disclosure regarding fees for airline ticket sales, impose federal taxes on charges for carry-on and checked baggage, authorize the Department of Transportation’s Aviation Consumer Protection Division to oversee lost and stolen baggage claims, and require data collection and the public release of collected data concerning airline handling of lost, damaged and stolen luggage. More recently, the United States Senate passed an amendment to the FAA reauthorization bill that, if enacted, would impose federal taxes at a rate of 7.5% on charges for carry-on baggage. If the Airline Baggage Transparency and Accountability Act, the Senate amendment to the FAA reauthorization bill or similar legislation were to be enacted, it is uncertain what effect it would have on our results of operations and financial condition.

We cannot assure you that these and other laws or regulations enacted in the future will not harm our business. In addition, the TSA mandates the federalization of certain airport security procedures and imposes additional security requirements on airports and airlines, most of which are funded by a per ticket tax on passengers and a tax on airlines. The federal government has on several occasions proposed a significant increase in the per ticket tax. The proposed ticket tax increase, if implemented, could negatively impact our financial results.

Our ability to operate as an airline is dependent on our maintaining certifications issued to us by the DOT and the FAA. The FAA has the authority to issue mandatory orders relating to, among other things, the grounding of aircraft, inspection of aircraft, installation of new safety-related items and removal and replacement of aircraft parts that have failed or may fail in the future. A decision by the FAA to ground, or require time

consuming inspections of or maintenance on, our aircraft, for any reason, could negatively affect our business and financial results. Federal law requires that air carriers operating large aircraft be continuously “fit, willing and able” to provide the services for which they are licensed. Our “fitness” is monitored by the DOT, which considers factors such as unfair or deceptive competition, advertising, baggage liability and disabled passenger transportation. While the DOT has seldom revoked a carrier's certification for lack of fitness, such an occurrence would render it impossible for us to continue operating as an airline. The DOT may also institute investigations or administrative proceedings against airlines for violations of regulations. In 2009, we entered into a consent order with the DOT for our procedures for bumping passengers from oversold flights and our handling of lost or damaged baggage. Under the consent order, we were assessed a civil penalty of $375,000, of which we were required to pay only $215,000 based on an agreement with the DOT and our not having similar violations in the year after the date of the consent order.

International routes are regulated by treaties and related agreements between the United States and foreign governments. Our ability to operate international routes is subject to change because the applicable arrangements between the United States and foreign governments may be amended from time to time. Our access to new international markets may be limited by our ability to obtain the necessary certificates to fly the international routes. In addition, our operations in foreign countries are subject to regulation by foreign governments and our business may be affected by changes in law and future actions taken by such governments, including granting or withdrawal of government approvals and restrictions on competitive practices. We are subject to numerous foreign regulations based on the large number of countries outside the United States where we currently provide service. If we are not able to comply with this complex regulatory regime, our business could be significantly harmed. Please see “Business—Government Regulation.”

We may not be able to implement our growth strategy.

Our growth strategy includes acquiring additional aircraft, increasing the frequency of flights and size of aircraft used in markets we currently serve and expanding the number of markets we serve where our low-cost structure would likely be successful. Effectively implementing our growth strategy is critical for our business to achieve economies of scale and to sustain or increase our profitability. We face numerous challenges in implementing our growth strategy, including our ability to:

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maintain profitability;

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obtain financing to acquire new aircraft;

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access airports located in our targeted geographic markets where we can operate routes in a manner that is consistent with our cost strategy;

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gain access to international routes; and

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access sufficient gates and other services at airports we currently serve or may seek to serve.

Our growth is dependent upon our ability to maintain a safe and secure operation and requires additional personnel, equipment and facilities. An inability to hire and retain personnel, timely secure the required equipment and facilities in a cost-effective manner, efficiently operate our expanded facilities or obtain the necessary regulatory approvals may adversely affect our ability to achieve our growth strategy, which could harm our business. In addition, expansion to new markets may have other risks due to factors specific to those markets. We may be unable to foresee all of the risks attendant upon entering certain new markets or respond adequately to these risks, and our growth strategy and our business may suffer as a result. In addition, our competitors may reduce their fares and/or offer special promotions following our entry into a new market. We cannot assure you that we will be able to profitably expand our existing markets or establish new markets.

Our principal target growth markets in the Caribbean and Latin America include countries with less developed economies that may be vulnerable to unstable economic and political conditions, such as significant fluctuations in gross domestic product, interest and currency exchange rates, civil disturbances, government

instability, nationalization and expropriation of private assets and the imposition of taxes or other charges by governments. The occurrence of any of these events in markets served by us and the resulting instability may adversely affect our ability to implement our growth strategy.

In 2008, in response to record high fuel prices and rapidly deteriorating economic conditions, we modified our growth plans by terminating our leases for seven aircraft. We incurred significant expenses relating to our lease terminations, and have incurred additional expenses to acquire new aircraft in place of those under the terminated leases as we expand our network. We may in the future determine to reduce further our future growth plans from previously announced levels, which may impact our business strategy and future profitability.

We rely heavily on technology and automated systems to operate our business and any failure of these technologies or systems or failure by their operators could harm our business.

We are highly dependent on technology and automated systems to operate our business and achieve low operating costs. These technologies and systems include our computerized airline reservation system, flight operations system, financial planning, management and accounting system, telecommunications systems, website, maintenance systems and check-in kiosks. In order for our operations to work efficiently, our website and reservation system must be able to accommodate a high volume of traffic, maintain secure information and deliver flight information. Substantially all of our tickets are issued to passengers as electronic tickets. We depend on our reservation system, which is hosted and maintained under a long-term contract by a third-party service provider, to be able to issue, track and accept these electronic tickets. If our reservation system fails or experiences interruptions, and we are unable to book seats for any period of time, we could lose a significant amount of revenue as customers book seats on competing airlines. We have experienced short duration reservation system outages from time to time and may experience similar outages in the future. For example, in November 2010, we experienced a significant service outage with our third-party reservation service provider on the day before Thanksgiving, one of the industry’s busiest travel days. We also rely on third-party service providers of our other automated systems for technical support, system maintenance and software upgrades. If our automated systems are not functioning or if the current providers were to fail to adequately provide technical support for any one of our key existing systems, we could experience service disruptions, which could harm our business and result in the loss of important data, increase our expenses and decrease our revenues. In the event that one or more of our primary technology or systems’ vendors goes into bankruptcy, ceases operations or fails to perform as promised, replacement services may not be readily available on a timely basis, at competitive rates or at all and any transition time to a new system may be significant.

In addition, our automated systems cannot be completely protected against events that are beyond our control, including natural disasters, computer viruses or telecommunications failures. Substantial or sustained system failures could cause service delays or failures and result in our customers purchasing tickets from other airlines. We have implemented security measures and change control procedures and have disaster recovery plans; however, we cannot assure you that these measures are adequate to prevent disruptions. Disruption in, changes to or a breach of, these systems could result in a disruption to our business and the loss of important data. Any of the foregoing could result in a material adverse affect on our business, results of operations and financial condition.

Our processing, storage, use and disclosure of personal data could give rise to liabilities as a result of governmental regulation.

In the processing of our customer transactions, we receive, process, transmit and store a large volume of identifiable personal data, including financial data such as credit card information. This data is increasingly subject to legislation and regulation, typically intended to protect the privacy of personal data that is collected, processed and transmitted. More generally, we rely on consumer confidence in the security of our system, including our internet site on which we sell the majority of our tickets. Our business, results of operations and financial condition could be adversely affected if we are unable to comply with existing privacy obligations or legislation or regulations are expanded to require changes in our business practices.

We may not be able to maintain or grow our non-ticket revenues.

Our business strategy includes expanding our portfolio of ancillary products and services. There can be no assurance that passengers will pay for additional ancillary products and services or that passengers will continue to choose to pay for the ancillary products and services we currently offer. Failure to maintain our non-ticket revenues would have a material adverse effect on our results of operations and financial condition. Furthermore, if we are unable to maintain and grow our non-ticket revenues, we may not be able to execute our strategy to continue to lower base fares in order to stimulate demand for air travel. Please see “—Restrictions on or increased taxes applicable to fees or other charges for ancillary products and services paid by airlines passengers could harm our business, results of operations and financial condition.”

Our inability to expand or operate reliably or efficiently out of Fort Lauderdale–Hollywood International Airport, an airport on which we are highly dependent, could harm our business, results of operations and financial condition.

We are highly dependent on markets served from South Florida, where we maintain a large presence with approximately 67% of our daily flights either departing from or arriving at Fort Lauderdale – Hollywood International Airport, or FLL Airport. We operate out of the only international terminal at FLL Airport, Terminal 4. FLL Airport is in the process of a renovation project, which includes the expansion of Terminal 4. The airport expansion would allow us to increase the number of routes we serve from FLL Airport (although the expansion could also increase the number of routes our competitors serve from FLL Airport). If the airport expansion does not occur or is delayed, however, our expansion strategy may be impeded. In addition, FLL Airport presently has relatively low costs and there is no guarantee that the fees and other costs related to operating out of FLL Airport will not increase. Our operating performance and results of operations could be harmed by an increase in fees charged by the airport. If we are unable to operate reliably or efficiently from FLL Airport, we may need to move our South Florida operations to a smaller or more expensive area airport.

Changes in how we or others are permitted to operate at airports, including FLL Airport, could have a material adverse effect on our business, results of operations and financial condition.

Our results of operations may be affected by actions taken by governmental or other agencies or authorities having jurisdiction over our operations at airports, including, but not limited to:

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increases in airport rates and charges;

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limitations on take-off and landing slots, airport gate capacity or other use of airport facilities;

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termination of our airport use agreements, some of which can be terminated by airport authorities with little notice to us;

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increases in airport capacity that could facilitate increased competition, such as the planned expansion of the international terminal at FLL Airport;

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international travel regulations such as customs and immigration;

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increases in taxes;

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changes in the law that affect the services that can be offered by airlines in particular markets and at particular airports;

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restrictions on competitive practices;

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the adoption of statutes or regulations that impact customer service standards, including security standards; and

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the adoption of more restrictive locally-imposed noise regulations or curfews.

In general, any changes in airport operations could have a material adverse effect on our business, results of operations and financial condition.

We rely on third-party service providers to perform functions integral to our operations.

We have entered into agreements with third-party service providers to furnish certain facilities and services required for our operations, including ground handling, catering, passenger handling, engineering, maintenance, refueling, reservations and airport facilities as well as administrative and support services. We are likely to enter into similar service agreements in new markets we decide to enter, and there can be no assurance that we will be able to obtain the necessary services at acceptable rates.

Although we seek to monitor the performance of third parties that provide us with our reservation system, ground handling, catering, passenger handling, engineering, maintenance services, refueling and airport facilities, the efficiency, timeliness and quality of contract performance by third-party service providers are often beyond our control, and any failure by our service providers to perform their contracts may have an adverse impact on our business and operations. For example, in 2008, our call center provider went bankrupt. Though we were able to quickly switch to an alternative vendor, we experienced a significant business disruption during the transition period and a similar disruption could occur in the future. We expect to be dependent on such third-party arrangements for the foreseeable future.

We rely on third-party distribution channels to distribute a portion of our airline tickets .

We rely on third-party distribution channels, including those provided by or through global distribution systems, or GDSs (e.g., Amadeus, Galileo, Sabre and Worldspan), conventional travel agents and online travel agents, or OTAs (e.g., Orbitz and Travelocity), to distribute a portion of our airline tickets, and we expect in the future to rely on these channels to an increasing extent to collect ancillary revenues, such as seat selection fees. These distribution channels are more expensive and at present have less functionality in respect of ancillary revenues than those we operate ourselves, such as our call centers and our website. Certain of these distribution channels also effectively restrict the manner in which we distribute our products generally. To remain competitive, we will need to manage successfully our distribution costs and rights, and improve the functionality of third party distribution channels, while maintaining an industry-competitive cost structure. Negotiations with key GDSs and OTAs designed to manage our costs, increase our distribution flexibility and improve functionality could be contentious, could result in diminished or less favorable distribution of our tickets, and may not provide the functionality we require to maximize ancillary revenues. Any inability to manage our third-party distribution costs, rights and functionality at a competitive level or any material diminishment in the distribution of our tickets could have a material adverse effect on our competitive position and our results of operations.

We rely on a single service provider for our fuel.

As of December 31, 2010, we purchased all of our aircraft fuel under a single fuel service contract with World Fuel Services Corporation. A failure by this provider to fulfill its obligations could have a material adverse effect on our business, results of operations and financial condition.

Our reputation and business could be adversely affected in the event of an emergency, accident or similar incident involving our aircraft.

We are exposed to potential significant losses in the event that any of our aircraft is subject to an emergency, accident, terrorist incident or other similar incident, and significant costs related to passenger claims, repairs or replacement of a damaged aircraft and its temporary or permanent loss from service. There can be no assurance that we will not be affected by such events or that the amount of our insurance coverage will be adequate in the event such circumstances arise and any such event could cause a substantial increase in our insurance premiums. Please see “—Increases in insurance costs or significant reductions in coverage could have a material adverse effect on our business, financial condition and results of operations.” In addition, any future aircraft emergency, accident or similar incident, even if fully covered by insurance or even if it does not involve our airline, may create a public perception that our airline or the equipment we fly is less safe or reliable than other transportation alternatives, which could have an adverse impact on our reputation and could have a material adverse effect on our business, results of operations and financial condition.

Negative publicity regarding our customer service could have a material adverse effect on our business.

In the past we have experienced a relatively high number of customer complaints related to, among other things, our customer service, reservations and ticketing systems and baggage handling. In particular, we generally experience a higher volume of complaints when we make changes to our unbundling policies, such as charging for baggage. In addition, in 2009, we entered into a consent order with the DOT for our procedures for bumping passengers from oversold flights and our handling of lost or damaged baggage. Under the consent order, we were assessed a civil penalty of $375,000, of which we were required to pay only $215,000 based on an agreement with the DOT and our not having similar violations in the year after the date of the consent order. Our reputation and business could be materially adversely affected if we fail to meet customers’ expectations with respect to customer service or if we are perceived by our customers to provide poor customer service. Our business and reputation could have been harmed by the business shut down during the June 2010 pilot strike and any perceived failure to meet customer expectations during the strike and related negative publicity from the strike.

We depend on a limited number of suppliers for our aircraft and engines.

One of the elements of our business strategy is to save costs by operating an aircraft fleet consisting solely of Airbus A320-family, single-aisle aircraft, powered by engines manufactured by IAE. We currently intend to continue to rely exclusively on these aircraft and engine manufacturers for the foreseeable future. If Airbus or IAE becomes unable to perform its contractual obligations, or if we are unable to acquire or lease aircraft or engines from other owners, operators or lessors on acceptable terms, we would have to find other suppliers for a similar type of aircraft or engine. If we have to lease or purchase aircraft from another supplier, we would lose the significant benefits we derive from our current single fleet composition. We may also incur substantial transition costs, including costs associated with retraining our employees, replacing our manuals and adapting our facilities and maintenance programs. Our operations could also be harmed by the failure or inability of aircraft, engine and parts suppliers to provide sufficient spare parts or related support services on a timely basis. Our business would be significantly harmed if a design defect or mechanical problem with any of the types of aircraft or components that we operate were discovered that would ground any of our aircraft while the defect or problem was corrected, assuming it could be corrected at all. The use of our aircraft could be suspended or restricted by regulatory authorities in the event of any actual or perceived mechanical or design problems. Our business would also be significantly harmed if the public began to avoid flying with us due to an adverse perception of the types of aircraft that we operate stemming from safety concerns or other problems, whether real or perceived, or in the event of an accident involving those types of aircraft or components. Carriers that operate a more diversified fleet are better positioned than we are to manage such events.

Reduction in demand for air transportation, or governmental reduction or limitation of operating capacity, in the South Florida, Caribbean or Latin American markets could harm our business, results of operations and financial condition.

A significant portion of our operations are conducted to and from the South Florida, Caribbean or Latin American markets. Our business, results of operations and financial condition could be harmed if we lost our authority to fly to these markets, by any circumstances causing a reduction in demand for air transportation, or by governmental reduction or limitation of operating capacity, in these markets, such as adverse changes in local economic or political conditions, negative public perception of these destinations, unfavorable weather conditions, or terrorist related activities. Furthermore, our business could be harmed if jurisdictions that currently limit competition allow additional airlines to compete on routes we serve. Many of the countries we serve are experiencing either economic slowdowns or recessions, which may translate into a weakening of demand and could harm our business, results of operations and financial condition.

Increases in insurance costs or significant reductions in coverage could have a material adverse effect on our business, financial condition and results of operations.

We carry insurance for public liability, passenger liability, property damage and all-risk coverage for damage to our aircraft. As a result of the September 11, 2001 terrorist attacks, aviation insurers significantly

reduced the amount of insurance coverage available to commercial air carriers for liability to persons other than employees or passengers for claims resulting from acts of terrorism, war or similar events (war risk insurance). Accordingly, our insurance costs increased significantly and our ability to continue to obtain certain types of insurance remains uncertain. While the price of commercial insurance has declined since the period immediately after the terrorist attacks, in the event commercial insurance carriers further reduce the amount of insurance coverage available to us, or significantly increase its cost, we would be adversely affected. We currently maintain commercial airline insurance with several underwriters. However, there can be no assurance that the amount of such coverage will not be changed, or that we will not bear substantial losses from accidents. We could incur substantial claims resulting from an accident in excess of related insurance coverage that could have a material adverse effect on our results of operations and financial condition.

We have obtained third-party war risk insurance, which insures against some risks of terrorism, through a special program administered by the FAA, resulting in lower premiums than if we had obtained this insurance in the commercial insurance market. If the special program administered by the FAA is not re-authorized, or if the government discontinues this coverage for any reason, obtaining comparable coverage from commercial underwriters could result in substantially higher premiums and more restrictive terms, if it is available at all. Our business, results of operations and financial condition could be materially adversely affected if we are unable to obtain adequate war risk insurance.

Failure to comply with applicable environmental regulations could have a material adverse effect on our business, results of operations and financial condition.

We are subject to increasingly stringent federal, state, local and foreign laws, regulations and ordinances relating to the protection of the environment, including those relating to emissions to the air, discharges to surface and subsurface waters, safe drinking water, and the management of hazardous substances, oils and waste materials. Compliance with all environmental laws and regulations can require significant expenditures and any future regulatory developments in the United States and abroad could adversely affect operations and increase operating costs in the airline industry. For example, some form of federal regulation may be forthcoming with respect to greenhouse gas emissions (including carbon dioxide (CO ₂ )) and/or “cap and trade” legislation, compliance with which could result in the creation of substantial additional costs to us. Congress is considering climate change legislation and the Environmental Protection Agency issued a rule that regulates larger emitters of greenhouse gases. Future operations and financial results may vary as a result of such regulations. Compliance with these regulations and new or existing regulations that may be applicable to us in the future could increase our cost base and could have a material adverse effect on our business, results of operations and financial condition.

Governmental authorities in several U.S. and foreign cities are also considering or have already implemented aircraft noise reduction programs, including the imposition of nighttime curfews and limitations on daytime take-offs and landings. We have been able to accommodate local noise restrictions imposed to date, but our operations could be adversely affected if locally-imposed regulations become more restrictive or widespread.

If we are unable to attract and retain qualified personnel or fail to maintain our company culture, our business, results of operations and financial condition could be harmed.

Our business is labor intensive. We require large numbers of pilots, flight attendants, maintenance technicians and other personnel. The airline industry has from time to time experienced a shortage of qualified personnel, particularly with respect to pilots and maintenance technicians. In addition, as is common with most of our competitors, we have faced considerable turnover of our employees. We may be required to increase wages and/or benefits in order to attract and retain qualified personnel. If we are unable to hire, train and retain qualified employees, our business could be harmed and we may be unable to complete our growth plans.

In addition, as we hire more people and grow, we believe it may be increasingly challenging to continue to hire people who will maintain our company culture. Our company culture, which is one of our competitive

strengths, is important to providing high-quality customer service and having a productive, accountable workforce that helps keep our costs low. As we continue to grow, we may be unable to identify, hire or retain enough people who meet the above criteria, including those in management or other key positions. Our company culture could otherwise be adversely affected by our growing operations and geographic diversity. If we fail to maintain the strength of our company culture, our competitive ability and our business, results of operations and financial condition could be harmed.

Our business, results of operations and financial condition could be materially adversely affected if we lose the services of our key personnel.

Our success depends to a significant extent upon the efforts and abilities of our senior management team and key financial and operating personnel. In particular, we depend on the services of our senior management team, including Ben Baldanza, our President and Chief Executive Officer. Competition for highly qualified personnel is intense, and the loss of any executive officer, senior manager or other key employee without adequate replacement or the inability to attract new qualified personnel could have a material adverse effect on our business, results of operations and financial condition. We do not maintain key-man life insurance on our management team.

We will be required to pay our Pre-IPO Stockholders for 90% of certain tax benefits related to federal net operating losses, deferred interest deductions and tax credits incurred prior to this offering, and could be required to make substantial cash payments in which the stockholders purchasing shares in this offering will not participate.

Immediately prior to the completion of this offering, we intend to enter into the Tax Receivable Agreement and thereby distribute to each holder of our common stock as of such time, or the Pre-IPO Stockholders, the right to receive such stockholders’ pro rata share of the future payments to be made by us under the Tax Receivable Agreement. Each such pro rata share will be a fraction equal to the number of shares of our common stock beneficially owned by each Pre-IPO Stockholder divided by the number of shares of common stock outstanding immediately prior to the completion of this offering. Under the Tax Receivable Agreement, we will be obligated to pay to the Pre-IPO Stockholders an amount equal to 90% of the cash savings in federal income tax realized by us by virtue of our future use of the federal net operating loss, deferred interest deductions and alternative minimum tax credits held by us as of December 31, 2010, which we refer to as the Pre-IPO NOL. “Deferred interest deductions” means interest deductions that have accrued as of December 31, 2010, but have been deferred under rules applicable to related party debt. Cash tax savings generally will be computed by comparing our actual federal income tax liability to the amount of such taxes that we would have been required to pay had such Pre-IPO NOLs not been available to us. While payments made under the Tax Receivable Agreement will depend upon a number of factors, including the amount and timing of taxable income we generate in the future and any future limitations that may be imposed on our ability to use the Pre-IPO NOLs, the payments could be substantial. Assuming the federal corporate income tax rates presently in effect and no material change in federal tax law, the cash benefit of the full use of these Pre-IPO NOLs would be approximately $43.5 million, of which 90%, or $39.1 million, is potentially payable to our Pre-IPO Stockholders under the terms of the Tax Receivable Agreement. The Tax Receivable Agreement accordingly could require us to make substantial cash payments in which the stockholders purchasing shares in this offering will not participate. Upon a change in control, we will be obligated to make a final payment under the Tax Receivable Agreement equal to 90% of the present value of the tax savings represented by any portion of the Pre-IPO NOLs for which payment under the Tax Receivable Agreement has not already been made. Payments resulting from a change in control could be substantial and could exceed our actual cash savings from the Pre-IPO NOLs.

The Pre-IPO Stockholders will not reimburse us for any payments previously made if we incur a net operating loss for federal income tax purposes in a future tax year, although the Tax Receivable Agreement does provide a mechanism by which the tax benefit attributable to such future net operating loss will be deemed to be recognized by us before any further payments are made under the Tax Receivable Agreement. Similarly, the Pre-IPO Stockholders

will not reimburse us for any payments previously made if any tax benefits relating to such payments are subsequently disallowed, although the amount of any such tax benefits subsequently disallowed will reduce future payments (if any) otherwise owed to the Pre-IPO Stockholders. As a result, we could make payments to the Pre-IPO Stockholders under the Tax Receivable Agreement in excess of our actual cash tax savings. Furthermore, while we will only make payments under the Tax Receivable Agreement after we have recognized a cash flow benefit from the utilization of the Pre-IPO NOLs, or upon a change of control or other acceleration event, the payments required under the agreement could require us to use a substantial portion of our cash from operations for those purposes. Depending on the amount and timing of our future earnings (if any) and on other factors, including the effect of any limitations imposed on our ability to use the Pre-IPO NOLs, it is possible that all payments required under the Tax Receivable Agreement could become due within a relatively short period of time following this offering.

At the effective date of the Tax Receivable Agreement, we will recognize a liability equal to the estimated total payments (estimated as of December 31, 2010 to be approximately $39.1 million) to be made under the Tax Receivable Agreement, which will be accounted for as a reduction of additional paid-in capital. Subsequent changes in the estimated liability under the Tax Receivable Agreement will be recorded through earnings in operating expenses. If and when the Pre-IPO NOLs are available to us, the Tax Receivable Agreement will operate to transfer significantly all of the benefit to the Pre-IPO Stockholders. Additionally, the payments we make to the Pre-IPO Stockholders under the Tax Receivable Agreement are not expected to give rise to any incidental tax benefits to us, such as deductions or an adjustment to the basis of our assets.

If we did not enter into the Tax Receivable Agreement, we would be entitled to realize the full economic benefit of the Pre-IPO NOLs, to the extent allowed by Section 382 of the Internal Revenue Code of 1986, as amended. The Tax Receivable Agreement is designed with the objective of causing our annual cash costs attributable to federal income taxes (without regard to our continuing 10% interest in the Pre-IPO NOLs) to be the same as we would have paid had we not had the Pre-IPO NOLs available to offset our federal taxable income. As a result, stockholders purchasing shares in this offering will not be entitled to the economic benefit of the Pre-IPO NOLs that would have been available if the Tax Receivable Agreement were not in effect (except to the extent of our continuing 10% interest in the Pre-IPO NOLs).

We rely on our private equity sponsors.

We have in recent years depended on our relationships with Indigo and Oaktree, our private equity sponsors, to help guide our business plan. These two private equity firms have significant expertise in financial matters generally and, in the case of Indigo, the low-cost airline industry in particular. This expertise has been available to us through the representatives these firms have had on our board of directors and through a Professional Services Agreement with Indigo that was in place prior to the completion of this offering. Following the completion of this offering, investment funds managed by our private equity sponsors, Indigo and Oaktree, will, in the aggregate, own approximately % of our common stock, assuming no exercise of the underwriters’ option to purchase additional shares, all of which would be sold by our selling stockholders, and assuming an offering at the mid-point of the range set forth on the cover page of this prospectus such that an additional number of shares of common stock are issued in the 2011 Recapitalization as discussed in “Certain Relationships and Related Transactions—Recapitalization Agreement.” After the offering, our private equity sponsors may elect to reduce their ownership in our company or reduce their involvement on our board of directors, which could reduce or eliminate the benefits we have historically achieved through our relationships with them.

Risks Related to Owning Our Common Stock

Control by our principal stockholders could adversely affect our other stockholders.

When this offering is completed, Indigo and Oaktree will beneficially own approximately % of our common stock, assuming no exercise of the underwriters’ option to purchase additional shares and assuming an offering at the mid-point of the range set forth on the cover page of this prospectus such that an additional

number of shares of common stock are issued in the 2011 Recapitalization as discussed in “Certain Relationships and Related Transactions—Recapitalization Agreement.” As a result, Oaktree and Indigo will be able to exert a significant degree of influence or actual control over our management and affairs and over matters requiring stockholder approval, including the election of directors, a merger, consolidation or sale of all or substantially all of our assets and other significant business or corporate transactions. In addition, under the “controlled company” exception to the independence requirements of the NASDAQ Stock Market, we will be exempt from the rules of the NASDAQ Stock Market that require that our board of directors be comprised of a majority of independent directors, that our compensation committee be comprised solely of independent directors and that our nominating and governance committee be comprised solely of independent directors. This concentrated control will limit the ability of other stockholders to influence corporate matters and, as a result, we may take actions that our other stockholders do not view as beneficial. For example, this concentration of ownership could have the effect of delaying or preventing a change in control or otherwise discouraging a potential acquirer from attempting to obtain control of us, which in turn could cause the market price of our common stock to decline or prevent our stockholders from realizing a premium over the market price for their common stock. Investment funds managed by Oaktree and Indigo have entered into a Stockholders Voting Agreement in which they have agreed to vote their shares of our common stock to vote for directors as described more fully in “Certain Relationships and Related Transactions—Stockholders Voting Agreement.”

The requirements of being a public company may strain our resources, divert management’s attention and affect our ability to attract and retain qualified board members.

As a public company, we will incur significant legal, accounting and other expenses that we have not incurred as a private company, including costs associated with public company reporting requirements. We also have incurred and will incur costs associated with the Sarbanes-Oxley Act of 2002, as amended, the Dodd-Frank Wall Street Reform and Consumer Protection Act and related rules implemented or to be implemented by the Securities and Exchange Commission and the NASDAQ Stock Market. The expenses incurred by public companies generally for reporting and corporate governance purposes have been increasing. We expect these rules and regulations to increase our legal and financial compliance costs and to make some activities more time-consuming and costly, although we are currently unable to estimate these costs with any degree of certainty. These laws and regulations could also make it more difficult or costly for us to obtain certain types of insurance, including director and officer liability insurance, and we may be forced to accept reduced policy limits and coverage or incur substantially higher costs to obtain the same or similar coverage. These laws and regulations could also make it more difficult for us to attract and retain qualified persons to serve on our board of directors, our board committees or as our executive officers and may divert management’s attention. Furthermore, if we are unable to satisfy our obligations as a public company, we could be subject to delisting of our common stock, fines, sanctions and other regulatory action and potentially civil litigation.

We will be required to assess our internal control over financial reporting on an annual basis and any future adverse findings from such assessment could result in a loss of investor confidence in our financial reports, significant expenses to remediate any internal control deficiencies and ultimately have an adverse effect on the market price of our common stock.

Pursuant to Section 404 of the Sarbanes-Oxley Act of 2002, as amended, and beginning with our Annual Report on Form 10-K for the year ending December 31, 2012, our management will be required to report on, and our independent registered public accounting firm to attest to, the effectiveness of our internal control over financial reporting. The rules governing the standards that must be met for management to assess our internal control over financial reporting are complex and require significant documentation, testing and possible remediation. We are currently in the process of reviewing, documenting and testing our internal control over financial reporting. We may encounter problems or delays in completing the implementation of any changes necessary to make a favorable assessment of our internal control over financial reporting. In connection with the attestation process by our independent registered public accounting firm, we may encounter problems or delays in completing the implementation of any requested improvements and receiving a favorable attestation. In addition, if we fail to maintain the adequacy of our internal control over financial reporting we will not be able to

conclude on an ongoing basis that we have effective internal control over financial reporting in accordance with Section 404. A material weakness was noted in our past internal controls related to our accounting for manufacturers’ credits, primarily in 2006 before our current management team was in place. During our 2010 year-end close, a separate material weakness was noted in our internal controls related to the accounting for our travel voucher liability. This material weakness had no impact on our financial statements for periods prior to the second quarter of 2010. However, we have restated our results of operations for the affected periods presented in “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Quarterly Financial Data” in this prospectus. We believe we have remediated these weaknesses and have taken steps to improve our internal controls and procedures. If we fail to achieve and maintain an effective internal control environment, we could suffer material misstatements in our financial statements and fail to meet our reporting obligations, which would likely cause investors to lose confidence in our reported financial information. This could harm our operating results and lead to a decline in our stock price. Additionally, ineffective internal control over financial reporting could expose us to increased risk of fraud or misuse of corporate assets and subject us to potential delisting from the NASDAQ Stock Market, regulatory investigations, civil or criminal sanctions and class action litigation.

The market price of our common stock may be volatile, which could cause the value of an investment in our stock to decline.

The market price of our common stock may fluctuate substantially due to a variety of factors, many of which are beyond our control, including:

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announcements concerning our competitors, the airline industry or the economy in general;

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strategic actions by us or our competitors, such as acquisitions or restructurings;

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media reports and publications about the safety of our aircraft or the aircraft type we operate;

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new regulatory pronouncements and changes in regulatory guidelines;

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changes in the price of aircraft fuel;

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announcements concerning the availability of the type of aircraft we use;

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general and industry-specific economic conditions;

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changes in financial estimates or recommendations by securities analysts or failure to meet analysts’ performance expectations;

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sales of our common stock or other actions by investors with significant shareholdings, including trading strategies related to changes in fuel or oil prices; and

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general market, political and economic conditions.

The stock markets in general have experienced substantial volatility that has often been unrelated to the operating performance of particular companies. These types of broad market fluctuations may adversely affect the trading price of our common stock.

In the past, stockholders have sometimes instituted securities class action litigation against companies following periods of volatility in the market price of their securities. Any similar litigation against us could result in substantial costs, divert management’s attention and resources, and harm our business or results of operations.

No public market for our common stock currently exists and an active trading market may not develop or be sustained following this offering.

Before this offering, there has been no public market for our common stock. An active, liquid trading market for our common stock may not develop or be sustained following this offering. We have applied to have our common stock listed on the NASDAQ Stock Market, but we cannot assure you that our application will be approved. In addition, we cannot assure you as to the liquidity of any such market that may develop or the price that our stockholders may obtain for their shares of our common stock.

If securities or industry analysts do not publish research or reports about our business, or publish negative reports about our business, our share price and trading volume could decline.

The trading market for our common stock depends in part on the research and reports that securities or industry analysts publish about us or our business. If one or more of the analysts who cover us downgrade our stock or publish inaccurate or unfavorable research about our business, our stock price would likely decline. If one or more of these analysts cease coverage of our company or fail to publish reports on us regularly, demand for our stock could decrease, which might cause our stock price and trading volume to decline.

Purchasers in this offering will experience immediate and substantial dilution in the book value of their investment.

The assumed initial public offering price of our common stock is substantially higher than the net tangible book value per share of our common stock outstanding prior to this offering. Therefore, if you purchase our common stock in this offering, you will incur an immediate substantial dilution of $ in net tangible book value per share from the price you paid, assuming an offering at the mid-point of the range set forth on the cover page of this prospectus such that an additional number of shares of common stock are issued in the 2011 Recapitalization as discussed in “Certain Relationships and Related Transactions—Recapitalization Agreement.” For a further description of the dilution that you will experience immediately after this offering, please see “Dilution.”

Our anti-takeover provisions may delay or prevent a change of control, which could adversely affect the price of our common stock.

Upon the consummation of this offering, our amended and restated certificate of incorporation and amended and restated bylaws will contain provisions that may make it difficult to remove our board of directors and management and may discourage or delay “change of control” transactions, which could adversely affect the price of our common stock. These provisions include, among others:

•

our board of directors is divided into three classes, with each class serving for a staggered three-year term, which prevents stockholders from electing an entirely new board of directors at an annual meeting;

•

actions to be taken by our stockholders may only be effected at an annual or special meeting of our stockholders and not by written consent;

•

special meetings of our stockholders can be called only by the Chairman of the Board or by our corporate secretary at the direction of our board of directors;

•

advance notice procedures that stockholders must comply with in order to nominate candidates to our board of directors and propose matters to be brought before an annual meeting of our stockholders may discourage or deter a potential acquirer from conducting a solicitation of proxies to elect the acquirer’s own slate of directors or otherwise attempting to obtain control of our company; and

•

our board of directors may, without stockholder approval, issue series of preferred stock, or rights to acquire preferred stock, that could dilute the interest of, or impair the voting power of, holders of our common stock or could also be used as a method of discouraging, delaying or preventing a change of control.

The value of our common stock may be adversely affected by additional issuances of common stock or preferred stock by us or sales by our principal stockholders.

Any future issuances or sales of our common stock by us will be dilutive to our existing common stockholders. We had 26.9 million shares of common stock outstanding as of December 31, 2010. All of the shares of common stock sold in this offering will be freely tradeable without restrictions or further registration under the Securities Act. After giving effect to the 2011 Recapitalization and assuming an offering at the mid-point of the range set forth on the cover page of this prospectus, but excluding the shares of common stock

sold in this offering, the holders of approximately shares, or % of outstanding shares of our common stock, have signed lock-up agreements with the underwriters of this offering, under which they have agreed not to sell, transfer or dispose of, directly or indirectly, any shares of our common stock or any securities convertible into or exercisable or exchangeable for common stock without the prior written consent of the underwriters for a period of 180 days, subject to a possible extension under certain circumstances, after the date of this prospectus. In addition, pursuant to the Recapitalization Agreement, the holders of approximately shares, or % of outstanding shares of our common stock (after giving effect to the 2011 Recapitalization and assuming an offering at the mid-point of the range set forth on the cover page of this prospectus, but excluding the shares of common stock sold in this offering) have agreed not to sell, transfer or dispose of, directly or indirectly, any shares of our common stock or any securities convertible into or exercisable or exchangeable for common stock without the prior written consent of the selling stockholders for a period of 120 days, subject to a possible extension under certain circumstances, after the date of this prospectus. After this offering, the holders of approximately shares of our common stock, including shares outstanding as of December 31, 2010 and shares estimated to be issuable in connection with the 2011 Recapitalization, will be entitled to rights with respect to registration of such shares under the Securities Act pursuant to a registration rights agreement. Please see “Certain Relationships and Related Transactions—Registration Rights” elsewhere in this prospectus. Sales of substantial amounts of our common stock in the public or private market, a perception in the market that such sales could occur, or the issuance of securities exercisable or convertible into our common stock, could adversely affect the prevailing price of our common stock.

Our corporate charter and bylaws include provisions limiting voting by non-U.S. citizens.

To comply with restrictions imposed by federal law on foreign ownership of U.S. airlines, our amended and restated certificate of incorporation and amended and restated bylaws restrict voting of shares of our common stock by non-U.S. citizens. The restrictions imposed by federal law currently require that no more than 25% of our stock be voted, directly or indirectly, by persons who are not U.S. citizens, and that our president and at least two-thirds of the members of our board of directors and senior management be U.S. citizens. Our amended and restated bylaws provide that the failure of non-U.S. citizens to register their shares on a separate stock record, which we refer to as the “foreign stock record” would result in a suspension of their voting rights in the event that the aggregate foreign ownership of the outstanding common stock exceeds the foreign ownership restrictions imposed by federal law. Our amended and restated bylaws further provide that no shares of our common stock will be registered on the foreign stock record if the amount so registered would exceed the foreign ownership restrictions imposed by federal law. If it is determined that the amount registered in the foreign stock record exceeds the foreign ownership restrictions imposed by federal law, shares will be removed from the foreign stock record in reverse chronological order based on the date of registration therein, until the number of shares registered therein does not exceed the foreign ownership restrictions imposed by federal law. We are currently in compliance with these ownership restrictions. See “Business—Foreign Ownership” and “Description of Capital Stock—Anti-Takeover Provisions of Our Certificate of Incorporation and Bylaws to be in Effect Upon the Completion of this Offering—Limited Voting by Foreign Owners.” One of the funds managed by Indigo, which owned Class B Common Stock prior to this offering, is a non-U.S. citizen. In connection with the 2011 Recapitalization, each share of Class B Common Stock will be exchanged for one share of common stock, provided that the non-U.S. citizen fund managed by Indigo may cause all or a portion of the shares to be exchanged for newly-established non-voting common stock and the right to convert on a share-for-share basis into common stock will be at the election of the holder for as long as they hold such non-voting common stock. If these shares are exchanged into common stock (in connection with the closing of this offering), that fund will own approximately % of our common stock after the offering (assuming an initial offering price of $ per share, the mid-point of the price range set forth on the cover page of this prospectus). The number of shares outstanding for purposes of this calculation will increase or decrease with the assumed initial offering price by a number of shares approximately as set forth in the table provided in the “Capitalization—2011 Recapitalization” section of this prospectus, under the column captioned “Total Shares of Common Stock Outstanding after this Offering.”

We do not intend to pay cash dividends for the foreseeable future.

We have never declared or paid cash dividends on our common stock. We currently intend to retain our future earnings, if any, to finance the further development and expansion of our business and do not intend to pay cash dividends in the foreseeable future. Any future determination to pay dividends will be at the discretion of our board of directors and will depend on our financial condition, results of operations, capital requirements, restrictions contained in current or future financing instruments and such other factors as our board of directors deems relevant.

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus includes forward-looking statements. We have based these forward-looking statements largely on our current expectations and projections about future events and financial trends affecting the financial condition of our business. Forward-looking statements should not be read as a guarantee of future performance or results, and will not necessarily be accurate indications of the times at, or by, which such performance or results will be achieved. Forward-looking statements are based on information available at the time those statements are made and/or management’s good faith belief as of that time with respect to future events, and are subject to risks and uncertainties that could cause actual performance or results to differ materially from those expressed in or suggested by the forward-looking statements. Important factors that could cause such differences include, but are not limited to:

•

the competitive environment in our industry;

•

our ability to keep cost low;

•

changes in our fuel cost;

•

the impact of worldwide economic conditions, including the impact of the economic recession on customer travel behavior;

•

actual or threatened terrorist attacks, global instability and potential U.S. military actions or activities;

•

ability to generate non-ticket revenues;

•

restriction on third-party membership programs;

•

external conditions, including air traffic congestion, weather and outbreak of disease;

•

air travel substitutes;

•

labor disputes, employee strikes and other labor-related disruptions, including in connection with our current negotiations with the union representing our flight attendants;

•

ability to attract and retain qualified personnel;

•

loss of key personnel;

•

aircraft-related fixed obligations;

•

dependence on cash balances and operating cash flows;

•

ability to hedge fuel requirements;

•

our aircraft utilization rate;

•

maintenance costs;

•

our reliance on automated systems and the risks associated with changes made to those systems;

•

use of personal data;

•

lack of marketing alliances;

•

government regulation;

•

our ability to fulfill growth strategy;

•

operational disruptions;

•

our indebtedness;

•

our liquidity;

•

the concentration of our revenue from South Florida;

•

our reliance on third-party vendors and partners;

•

single fuel provider;

•

an aircraft accident or incident;

•

our aircraft and engine suppliers;

•

changes in the Caribbean and Latin America markets;

•

insurance costs;

•

environmental regulations; and

•

other risk factors included under “Risk Factors” in this prospectus.

In addition, in this prospectus, the words “believe,” “may,” “estimate,” “continue,” “anticipate,” “intend,” “expect,” “predict,” “potential” and similar expressions, as they relate to our company, our business and our management, are intended to identify forward-looking statements. In light of these risks and uncertainties, the forward-looking events and circumstances discussed in this prospectus may not occur and actual results could differ materially from those anticipated or implied in the forward-looking statements.

All forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by the cautionary statements set forth above. Forward-looking statements speak only as of the date of this prospectus. You should not put undue reliance on any forward-looking statements. We assume no obligation to update forward-looking statements to reflect actual results, changes in assumptions or changes in other factors affecting forward-looking information, except to the extent required by applicable law. If we update one or more forward-looking statements, no inference should be drawn that we will make additional updates with respect to those or other forward-looking statements.

USE OF PROCEEDS

We estimate that we will receive net proceeds from the sale of the shares of common stock offered by us of approximately $ million, based on an assumed initial public offering price of $ per share (the midpoint of the price range set forth on the cover page of this prospectus) and after deducting underwriting discounts and the expenses of this offering payable by us (which will include those incurred by the selling stockholders, other than underwriting discounts on the shares offered by them). A $1.00 increase (decrease) in the assumed initial public offering price of $ per share would increase (decrease) the aggregate net proceeds of this offering by $ , which will increase (decrease) the amount of Notes we repay and amount of Preferred Stock that we redeem, assuming that the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same and after deducting the estimated underwriting discounts and expenses of this offering payable by us. Only the selling stockholders will sell shares of common stock if the underwriters’ over-allotment option is exercised, and we will not receive any proceeds from the shares of common stock to be offered by the selling stockholders in the over-allotment option.

We will pay underwriting discounts on the shares offered by us and the expenses of this offering payable by us and the selling stockholders.

•

we will pay $1.6 million to Indigo in connection with the termination of their professional services agreement with us;

•

we will pay three individual, unaffiliated holders of our Subordinated Notes a fee equal to $450,000 in the aggregate; and

•

we will use the remaining net proceeds of this offering, which we estimate to be $ based on an assumed initial public offering price of $ per share (the mid-point of the range set forth on the cover page of this prospectus), to pay a portion of the outstanding principal amounts of the Tranche A Notes and Tranche B Notes and all accrued and unpaid interest thereon, to redeem a portion of the outstanding shares of Class B Preferred Stock and, to the extent funds are available, to redeem a portion of the outstanding shares of Class A Preferred Stock. Of such net proceeds, 25% will be used to pay principal and interest on certain of the Tranche B Notes owned by investment funds managed by Indigo and 75% will be used to pay principal and interest on certain of the Tranche A Notes and Tranche B Notes owned by investment funds managed by Oaktree, to redeem (at a redemption price per share equal to the Liquidation Preference) certain of the outstanding shares of Class B Preferred Stock owned by an unaffiliated individual stockholder and, to the extent funds are available, to redeem (at a redemption price per share equal to the Liquidation Preference) certain of the outstanding shares of Class A Preferred Stock owned by investment funds managed by Oaktree. A description of the Notes to be repaid is set forth below.


	Due		Contractual Interest Rate			Principal and Accrued and Unpaid Interest Balance at December 31, 2010		Amount Estimated to be Repaid with Net Proceeds (1)(2)
						(in thousands)		(in thousands)
Tranche A Notes		April 30, 2012		17	%	$	117,360
Tranche A Notes		December 30, 2011		17	%	$	20,000
Tranche B Notes		April 30, 2012		17	%	$	128,261

(1)

Any increase or decrease in the total offering size will increase or decrease the amount of Notes we will repay and the number of shares of Preferred Stock that we redeem and therefore will also affect the number of shares of common stock outstanding after the offering.

(2)

Please see “Capitalization—2011 Recapitalization” for a sensitivity analysis of the Notes and shares of Preferred Stock to be repaid or redeemed, as the case may be, based on various assumed initial public offering prices.

We intend to use the $150.0 million of net proceeds we retain from this offering for general corporate purposes, including cash reserves, working capital, sales and marketing activities, general and administrative matters, and capital expenditures, including future flight equipment acquisitions. In addition, if we have not already paid the commitment fees owing to affiliates of Oaktree and Indigo that provided guarantees in connection with our letter of credit facility, we will pay such commitment fees, which as of December 31, 2010 totaled $4.9 million. Pending these uses, we intend to invest the net proceeds in high quality, short-term obligations, and do not intend to invest in auction rate securities. Currently we do not yet know the amounts that we intend to use for each of these general corporate activities. Accordingly, our management will have broad discretion over the uses of the net proceeds in this offering. We cannot predict whether the proceeds invested will yield a favorable return.

DIVIDEND POLICY

We have never declared or paid, and do not anticipate declaring or paying, any cash dividends on our common stock. Any future determination as to the declaration and payment of dividends, if any, will be at the discretion of our board of directors and will depend on then existing conditions, including our financial condition, operating results, contractual restrictions, capital requirements, business prospects and other factors our board of directors may deem relevant.

CAPITALIZATION

The following table sets forth our capitalization and cash and cash equivalents as of as of December 31, 2010:

•

on an actual basis; and

•

on a pro forma as adjusted basis after giving effect to (i) the receipt of the estimated net proceeds from the sale of shares of common stock by us in this offering, the deduction of underwriting discounts and offering expenses payable by us and the application of such net proceeds as described under “Use of Proceeds;” (ii) the exchange of any Notes not repaid with net proceeds from this offering for shares of common stock pursuant to the Recapitalization Agreement; (iii) the exchange of any shares of Preferred Stock not redeemed with net proceeds from this offering for shares of common stock pursuant to the Recapitalization Agreement; and (iv) entry into the Tax Receivable Agreement.

You should read this capitalization table together with our financial statements and the related notes appearing at the end of this prospectus, the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” section, other financial information included in this prospectus and “Certain Relationships and Related Transactions—Recapitalization Agreement” elsewhere in this prospectus.


	As of December 31, 2010
	Actual			Pro Forma As Adjusted
	(in thousands)
Cash and cash equivalents	$	82,714		$

Current maturities of long-term debt	$	23,240		$	—
Long-term debt, less current maturities		257,587
Mandatorily redeemable preferred stock		79,717			—

Stockholders’ (deficit) equity:
Common stock: Class A common stock, $0.0001 par value, 25,000,000 shares authorized at December 31, 2009 and 2010, respectively; 20,848,847 shares issued and outstanding as of December 31, 2009 and 2010, respectively		3
Additional paid-in capital (1)		676
Accumulated deficit		(105,756	)

Total stockholders’ (deficit) equity		(105,077	)

Total capitalization	$	255,467		$

(1)	Additional paid-in capital on a pro forma as adjusted basis is reduced as a result of the recognition of the liability equal to the total estimated payments (approximately $39.1 million as of December 31, 2010) to be made under the Tax Receivable Agreement.

A $1.00 increase (decrease) in the assumed initial public offering price of $ per share would increase (decrease) the amount of additional paid-in capital, total stockholders’ equity (deficit) and total capitalization by approximately $ million, assuming the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same and after deducting underwriting discounts and estimated expenses of this offering payable by us. The number of shares of common stock outstanding after the offering will also vary with changes in the initial public offering price, as shown in the table below.

The number of shares of common stock shown as issued and outstanding in the table is based on the number of shares of our common stock outstanding as of December 31, 2010 and excludes:

•

an aggregate of 172,125 shares of common stock reserved for issuance under our Amended and Restated 2005 Incentive Stock Plan;

•

an aggregate of shares of common stock reserved for issuance under our 2011 Equity Incentive Award Plan; and

•

469,000 shares of common stock issuable upon the exercise of stock options outstanding under our Amended and Restated 2005 Incentive Stock Plan, of which 48,750 are vested.

2011 Recapitalization

Except as otherwise indicated, information in this prospectus reflects or assumes the following:

•

that our amended and restated certificate of incorporation, which we will file in connection with the completion of this offering, is in effect;

•

no exercise of the underwriters’ over-allotment option to purchase up to additional shares of our common stock from the selling stockholders;

•

that we have issued shares of common stock in connection with the 2011 Recapitalization; and

•

all shares of Class B Common Stock have been exchanged for shares of common stock on a share-for-share basis.

•

all of the principal amount and accrued and unpaid interest on all of our outstanding Notes either will be repaid with a portion of the net proceeds from this offering or, to the extent not repaid, exchanged for a number of shares of common stock equal to the principal amount and accrued and unpaid interest of such unpaid Notes divided by the price per share equal to the initial public offering price set forth on the cover page of this prospectus;

•

all shares of Class A Preferred Stock and Class B Preferred Stock outstanding immediately prior to this offering either will be redeemed and all accrued and unpaid dividends related to such shares will be paid with a portion of the net proceeds from this offering or, to the extent such shares are not redeemed, such shares will be exchanged for a number of shares of common stock equal to the Liquidation Preference of such shares divided by the per share equal to the initial public offering price set forth on the cover page of this prospectus; and

•

each share of Class B Common Stock will be exchanged for one share of common stock, provided investment funds managed by Indigo may cause all or a portion of the shares of Class B Common Stock owned by them to be exchanged for the same number of shares of another class of capital stock, which will have the same rights as the common stock, except it will be non-voting and will have the right to convert on a share-for-share basis into common stock at the election of the holder.

For more information, please see “Use of Proceeds” and “Certain Relationships and Related Transactions—Recapitalization Agreement” elsewhere in this prospectus.

In this prospectus, we have calculated the number of shares of common stock to be issued pursuant to the 2011 Recapitalization using an assumed offering price of $ per share (the mid-point of the price range set forth on the cover page of this prospectus), an assumed offering date of , 2011 for purposes of calculating accrued and unpaid interest on the Notes and accrued and unpaid dividends on the shares of Preferred Stock, and the application of the net proceeds to us from this offering as set forth in “Use of Proceeds.”

A change in the offering price and, accordingly, the amount of net proceeds received by us would result in a change in (1) after application of the net proceeds as set forth in “Use of Proceeds,” the amount of outstanding Notes and the number of outstanding shares of Preferred Stock to be exchanged for shares of common stock (instead of being repaid or redeemed, as the case may be) upon the consummation of this offering and (2) the number of shares of common stock that would be issued upon exchange for such securities. The following table, based on the assumptions described above, shows the effect of various initial public offering prices on the amount of Notes repaid, the number of shares of Preferred Stock redeemed, and the number of shares of common stock that would be issued in exchange for the Notes and the shares of Preferred Stock remaining outstanding. The initial public offering prices shown below are hypothetical and illustrative only.

Initial

Offering Price

Note Repayment

Preferred Stock
Redemption

Shares of Common
Stock issued upon
Exchange for Notes
and Preferred Stock

Total Shares of
Common Stock
Outstanding after this
Offering (1)

$ (mid-point)

(1)	Based on the number of shares of our common stock outstanding as of December 31, 2010 and includes the conversion of 6,009,978 shares of Class B Common Stock into common stock on a share-for-share basis, but excludes the following:

•

an aggregate of 172,125 shares of common stock reserved for issuance under our Amended and Restated 2005 Incentive Stock Plan;

•

an aggregate of shares of common stock reserved for issuance under our 2011 Equity Incentive Award Plan; and

•

469,000 shares of common stock issuable upon the exercise of stock options outstanding under our Amended and Restated 2005 Incentive Stock Plan, of which 48,750 are vested.

DILUTION

If you invest in our common stock, your interest will be diluted to the extent of the difference between the initial public offering price per share of our common stock and the pro forma net tangible book value per share of our common stock immediately after the offering.

The historical net tangible book value (deficit) of our common stock as of December 31, 2010 was $ million, or $ per share. Historical net tangible book value per share is determined by dividing the net tangible book value by the number of shares of outstanding common stock. If you invest in our common stock in this offering, your ownership interest will be immediately diluted to the extent of the difference between the initial public offering price per share and the pro forma as adjusted net tangible book value per share of our common stock.

After giving effect to (i) our issuance of shares of common stock at an assumed initial public offering price of $ per share, the midpoint of the range of the estimated initial offering price of between $ and $ as set forth on the cover page of this prospectus, after deducting estimated underwriting discounts and estimated offering expenses payable by us, (ii) the exchange of any Notes not repaid with the net proceeds from this offering for shares of common stock pursuant to the Recapitalization Agreement, (iii) the exchange of any shares of Preferred Stock not redeemed with net proceeds from this offering for shares of common stock pursuant to the Recapitalization Agreement; and (iv) entry into the Tax Receivable Agreement, our pro forma net tangible book value as adjusted as of December 31, 2010 would have been approximately $ million, or approximately $ per pro forma share of common stock. This represents an immediate increase in pro forma net tangible book value of $ per share to our existing stockholders and an immediate dilution of $ per share to new investors in this offering. If the initial public offering price is higher or lower than $ per share, the dilution to new stockholders will be higher or lower.

The following table illustrates this dilution on a per share basis to new investors:


Assumed initial public offering price		$
Net tangible book value per share as of December 31, 2010
Increase per share attributable to conversion of preferred stock
Increase per share attributable to exchange of Notes
Decrease per share attributable to Tax Receivable Agreement
Pro forma net tangible book value per share before this offering
Increase per share attributable to this offering

Pro forma net tangible book value per share, as adjusted to give effect to this offering

Dilution in pro forma net tangible book value per share to new investors in this offering		$

A $1.00 increase (decrease) in the assumed initial public offering price of $ per share would increase (decrease) the pro forma net tangible book value, as adjusted to give effect to this offering, by $ per share and the dilution to new investors by $ per share, assuming the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same and after deducting underwriting discounts and estimated offering expenses payable by us. The number of shares of common stock outstanding after the offering will also vary with changes in the initial public offering price, as shown in the table under “—2011 Recapitalization” below and “Capitalization” elsewhere in this prospectus.

The table below summarizes as of December 31, 2010, on a pro forma as adjusted basis described above, the number of shares of our common stock, the total consideration and the average price per share (i) paid to us by existing stockholders and (ii) to be paid by new investors purchasing our common stock in this offering at an assumed initial public offering price of $ per share.

Shares Purchased

Total Consideration

Average Price
Per Share

Number

Percent

Amount

Percent

(in thousands, other than percentages)

Existing stockholders

New investors

Total

The above discussion and tables are based on 26,858,825 shares of common stock issued and outstanding as of December 31, 2010 and excludes:

•

an aggregate of 172,125 shares of common stock reserved for issuance under our Amended and Restated 2005 Incentive Stock Plan;

•

an aggregate of shares of common stock reserved for issuance under our 2011 Equity Incentive Award Plan; and

•

469,000 shares of common stock issuable upon the exercise of stock options outstanding under our Amended and Restated 2005 Incentive Stock Plan, of which 48,750 are vested.

2011 Recapitalization

In connection with this offering and pursuant to the Recapitalization Agreement:

•

all of the principal amount and accrued and unpaid interest on all of our outstanding Notes either will be repaid with a portion of the net proceeds from this offering or, to the extent not repaid, exchanged for a number of shares of common stock equal to the principal amount and accrued and unpaid interest of such unpaid Notes divided by the price per share equal to the initial public offering price set forth on the cover page of this prospectus;

•

all shares of Class A Preferred Stock and Class B Preferred Stock outstanding immediately prior to this offering either will be redeemed and all accrued and unpaid dividends related to such shares will be paid with a portion of the net proceeds from this offering or, to the extent such shares are not redeemed, such shares will be exchanged for a number of shares of common stock equal to the Liquidation Preference of such shares divided by the per share equal to the initial public offering price set forth on the cover page of this prospectus; and

•

each share of Class B Common Stock will be exchanged for one share of common stock, provided an investment fund managed by Indigo may cause all or a portion of the shares of Class B Common Stock owned by them to be exchanged for the same number of shares of another class of capital stock, which will have the same rights as the common stock, except it will be non-voting and will have the right to convert on a share-for-share basis into common stock at the election of the holder.

For more information, please see “Use of Proceeds” and “Certain Relationships and Related Transactions—Recapitalization Agreement” elsewhere in this prospectus.

calculating accrued and unpaid interest on the Notes and accrued and unpaid dividends on the shares of Preferred Stock, and the application of the net proceeds to us from this offering as set forth in “Use of Proceeds.”

A change in the offering price would result in a change in (1) after application of the net proceeds as set forth in “Use of Proceeds,” the amount of outstanding Notes and the number of outstanding shares of Preferred Stock to be exchanged for shares of common stock (instead of being repaid or redeemed, as the case may be) upon the consummation of this offering, and (2) the number of shares of common stock that would be issued upon exchange for such securities. For more information, please see “Certain Relationships and Related Transactions—Recapitalization Agreement” elsewhere in this prospectus.

The following table, based on the assumptions described above, shows the effect of various initial public offering prices on our pro forma as adjusted tangible book value per share after this offering and the dilution to new investors. The initial public offering prices shown below are hypothetical and illustrative only.


	As of December 31, 2010
Initial Offering Price	Pro Forma As Adjusted Net Tangible Book Value Per Share		Dilution Per Share of Common Stock to New Investors in this Offering
$
$		$		$
$
$
$
$ (mid-point)
$
$
$
$ $

SELECTED FINANCIAL AND OPERATING DATA

You should read the following selected historical financial and operating data below in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the financial statements, related notes and other financial information included in this prospectus. The selected financial data in this section are not intended to replace the financial statements and are qualified in their entirety by the financial statements and related notes included in this prospectus.

We derived the summary statements of operations data for the years ended December 31, 2008, 2009, and 2010 and the balance sheet data as of December 31, 2009 and 2010 from our audited financial statements included in this prospectus. We derived the statements of operations data for the years ended December 31, 2006 and 2007 and the balance sheet data as of December 31, 2006, 2007 and 2008 from our audited financial statements not included in this prospectus. Our historical results are not necessarily indicative of the results to be expected in the future.


	For the years ended December 31,
	2006			2007			2008			2009			2010 (1)
	(in thousands except share and per share data)
Operating revenues:
Passenger	$	519,351		$	686,447		$	657,448		$	536,181		$	537,969
Non-ticket		23,836			76,432			129,809			163,856			243,296

Total operating revenues		543,187			762,879			787,257			700,037			781,265
Operating expenses:
Aircraft fuel (2)		176,692			251,230			299,094			181,107			248,206
Salaries, wages and benefits		133,537			146,626			147,015			135,420			156,443
Aircraft rent		93,136			119,686			105,605			89,974			101,345
Landing fees and other rents		30,646			42,441			43,331			42,061			48,118
Distribution		29,234			36,315			37,816			34,067			41,179
Maintenance, materials and repairs		22,784			23,448			24,237			27,536			28,189
Depreciation and amortization		9,552			5,401			4,236			4,924			5,620
Other operating		76,269			105,503			85,608			72,921			82,594
Loss on disposal of assets		3,853			94			4,122			1,010			77
Restructuring (3)		32,499			142			17,902			(392	)		621

Total operating expenses		608,202			730,886			768,966			588,628			712,392

Operating (loss) income		(65,015	)		31,993			18,291			111,409			68,873
Other expense (income):
Interest expense (4)		20,985			38,163			40,245			46,892			50,313
Capitalized interest (5)		(2,299	)		(1,755	)		(166	)		(951	)		(1,491	)
Interest income		(3,183	)		(5,951	)		(1,976	)		(345	)		(328	)
Gain on extinguishment of debt (6)		—			—			(53,673	)		(19,711	)		—
Other expense (income)		134			130			214			298			194

Total other expense (income)		15,637			30,587			(15,356	)		26,183			48,688
Income/(loss) before income taxes		(80,652	)		1,406			33,647			85,226			20,185
Provision/(benefit) for income taxes (7)		—			44			388			1,533			(52,296	)

Net (loss)/income	$	( 80,652	)	$	1,362		$	33,259		$	83,693		$	72,481

Earnings Per Share:
Basic		(4.57	)		0.05			1.29			3.23			2.77
Diluted		(4.57	)		0.05			1.29			3.18			2.72
Weighted average shares outstanding:
Basic		17,639,596			25,746,445			25,780,070			25,910,766			26,183,772
Diluted		17,639,596			25,861,095			25,879,860			26,315,121			26,689,855
Other financial data (unaudited):
EBITDA (8):	$	(55,597	)	$	37,264		$	75,986		$	135,746			74,299
Adjusted EBITDA (8):		(17,484	)		28,022			55,016			116,837			74,301
Adjusted EBITDAR (8):		75,652			147,708			160,621			206,811			175,646


		For the year ended December 31, 2010
Pro forma earnings per share (9):
Basic		$
Diluted
Pro forma weighted average shares outstanding (9):
Basic
Diluted

(1)

(2)


	For the year ended December 31,
	2006			2007			*2008 ()**			2009			2010
	(in thousands)
Into-plane fuel cost	$	175,975		$	265,226		$	359,097		$	181,806			251,754
Settlement (gains) losses		(339	)		(3,714	)		(69,876	)		750			(1,483	)
Changes in value of fuel hedge contracts		1,056			(10,282	)		9,873			(1,449	)		(2,065	)

Aircraft Fuel	$	176,692		$	251,230		$	299,094		$	181,107			248,206

(*)

(3)

(4)

(5)	Interest attributable to funds used to finance the acquisition of new aircraft, including pre-delivery deposit payments, or PDPs, is capitalized as an additional cost of the related asset. Interest is capitalized at the weighted average implicit lease rate of our aircraft.

(6)

(7)

Net income for 2010 includes a $52.3 million net tax benefit primarily due to the release of a valuation allowance resulting in a deferred tax benefit of $52.8 million in 2010. Absent the release of the valuation allowance and corresponding tax benefit, our net income would have been $19.7 million for 2010. Immediately prior to the completion of this offering, we intend to enter into the Tax Receivable Agreement and thereby distribute to each holder of our common stock as of such time, or the Pre-IPO Stockholders, the right to receive a pro rata share of the future payments to be made under such agreement. These future payments to the Pre-IPO Stockholders (estimated as of December 31, 2010 to be approximately $39.1 million) will be in an amount equal to 90% of the cash savings in federal income tax realized by us by virtue of our future use of the federal net operating loss, deferred interest deductions and certain tax credits held by us as of December 31, 2010. Please see “Certain Relationships and Related Transactions—Tax Receivable Agreement.”

(8)

compensation expenses, the amount of which is dependent on market comparables, and other non-operating matters that are outside of our control and thus not indicators of our ongoing operating performance. Adjusted EBITDA also eliminates charges from two significant restructuring programs involving the accelerated conversion of our entire fleet from MD-80 family aircraft to Airbus A320 family aircraft and a reduction in the fleet in mid-2008 in response to record high fuel prices and rapidly deteriorating economic conditions, both of which we believe are unique events unrelated to our ongoing operating activities. Further, we believe Adjusted EBITDAR is useful in evaluating our operating performance compared to our competitors because its calculation isolates the effects of financing in general, the accounting effects of capital spending and acquisitions (primarily aircraft, which may be acquired directly, directly subject to acquisition debt, by capital lease or by operating lease, each of which is presented differently for accounting purposes), and income taxes, which may vary significantly between periods and for different companies for reasons unrelated to overall operating performance. We also use Adjusted EBITDA and Adjusted EBITDAR to establish performance measures for executive compensation purposes. However, because derivations of EBITDA, Adjusted EBITDA and Adjusted EBITDAR are not determined in accordance with GAAP, such measures are susceptible to varying calculations and not all companies calculate the measures in the same manner. As a result, derivations of EBITDA as presented may not be directly comparable to similarly titled measures presented by other companies.

The following table represents the reconciliation of EBITDA, Adjusted EBITDA and Adjusted EBITDAR to net (loss) income for the periods indicated below:


	Year Ended December 31,
	2006			2007			2008			2009			2010 (g)
	(in thousands)
Reconciliation:
Net (loss) income	$	(80,652	)	$	1,362		$	33,259		$	83,693		$	72.481
Plus (minus):
Interest expense		20,985			38,163			40,245			46,892			50,313
Capitalized interest		(2,299	)		(1,755	)		(166	)		(951	)		(1,491	)
Interest income		(3,183	)		(5,951	)		(1,976	)		(345	)		(328	)
Provision (benefit) for income taxes		—			44			388			1,533			(52,296	)
Depreciation and amortization		9,552			5,401			4,236			4,924			5,620

EBITDA		(55,597	)		37,264			75,986			135,746			74,299

Gain on extinguishment of debt (a)		—			—			(53,673	)		(19,711	)		—
Management fees (b)		652			800			800			800			800
Equity based stock compensation (c)		53			4			6			113			569
Restructuring (d)		32,499			142			17,902			(392	)		621
Transaction expenses (e)		—			—			—			720			—
Unrealized mark-to-market gains and losses (f)		1,056			(10,282	)		9,873			(1,449	)		(2,065	)
Loss on disposal of assets		3,853			94			4,122			1,010			77

Adjusted EBITDA		(17,484	)		28,022			55,016			116,837			74,301

Aircraft rentals		93,136			119,686			105,605			89,974			101,345

Adjusted EBITDAR	$	75,652		$	147,708		$	160,621		$	206,811		$	175,646

(a)

Gain on extinguishment of debt represents the recognition of contingencies provided for in our 2006 recapitalization agreements which provided for the cancellation of shares of Class A Preferred Stock and reduction of the liquidation preference of the remaining Class A Preferred Stock and associated accrued but unpaid dividends based on the outcome of the contingencies. Please see “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Other (income) expense, net—2009 compared to 2008.”

(b)

(c)

Equity based stock compensation is a non-cash expense relating to our equity based compensation program.

(d)

Restructuring charges include: (i) for 2006 and 2007, amounts relating to the accelerated retirement of our MD-80 fleet; (ii) for 2008 and 2009, amounts relating to the early termination in mid-2008 of leases for seven Airbus A319 aircraft, a related reduction in workforce and the exit facility costs associated with returning planes to lessors in 2008; (iii) for 2009, amounts relating to the sale of previously expensed MD-80 parts; and (iv) for 2010, amounts relating to exit facility costs associated with moving our Detroit, Michigan maintenance operations to Fort Lauderdale, Florida . For more information, please see “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Our Operating Expenses—Restructuring Charges.”

(e)

Transaction expenses include professional fees incurred in connection with an acquisition transaction that was not completed.

(f)

Unrealized mark-to-market gains and losses is comprised of non-cash adjustments to aircraft fuel expenses.

(g)

(9)

Pro forma earnings per share is presented for 2010 to give effect to: (i) the repayment of all of our outstanding indebtedness and Preferred Stock and the termination of any outstanding letters of credit supporting collateral obligations due to our credit card processors through (x) the application of a portion of the net proceeds from the sale of shares of common stock by us in this offering, (y) the exchange of any Notes not repaid with net proceeds from this offering for shares of common stock pursuant to the Recapitalization Agreement and (z) the exchange of any shares of Preferred Stock not redeemed with net proceeds from this offering for shares of common stock pursuant to the Recapitalization Agreement; (ii) adding back to net income the interest expense recorded in our statement of operations related to the indebtedness and Preferred Stock assumed to be retired ($47.1 million for 2010); and (iii) the issuance of shares of common stock in this offering and pursuant to the Recapitalization Agreement. The number of such shares issued assumes an initial public offering price of $ per share (the mid-point of the price range set forth on the cover page of this prospectus) and an offering date of , 2011 for purposes of calculating accrued and unpaid interest on the Notes and accrued and unpaid dividends on the shares of Preferred Stock. The number of shares outstanding for purposes of this calculation will increase or decrease with the assumed initial offering price by a number of shares approximately as set forth in the table provided in the “Capitalization—2011 Recapitalization” section of this prospectus, under the column captioned “Total Shares of Common Stock Outstanding after this Offering.”

The following table presents balance sheet data for the periods presented.


	As of December 31,
	2006			2007			2008			2009			2010
	(in thousands)
Balance Sheet Data:
Cash and cash equivalents	$	80,622		$	54,603		$	16,229		$	86,147		$	82,714
Total assets		228,059			257,382			240,009			327,866			475,757
Current portion of long-term debt		—			890			5,099			3,240			23,240
Long-term debt, less current maturities		160,343			179,894			209,381			238,992			257,587
Mandatorily redeemable preferred stock		131,599			138,777			89,685			75,110			79,717
Stockholders’ deficit		(296,508	)		(295,154	)		(261,890	)		(178,127	)		(105,077	)

OPERATING STATISTICS


	For the year ended December 31,
	2006		2007		2008		2009		2010
Operating Statistics (unaudited) (A)
Average aircraft		31.4		35.9		32.8		28.0		30.4
Aircraft at end of period		31		36		28		28		32
Airports served in the period		30		40		45		43		39
Average daily aircraft utilization (hours)		9.1		11.5		12.6		13.0		12.8
Average stage length (miles)		881		956		925		931		941
Block hours		103,962		150,644		150,827		133,227		141,864
Passenger flight segments (thousands)		4,967		6,974		6,976		6,325		6,952
Revenue passenger miles (RPMs) (thousands)		4,554,125		6,850,565		6,599,809		6,039,064		6,664,395
Available seat miles (ASMs) (thousands)		5,794,099		8,461,861		8,262,230		7,485,141		8,119,923
Load factor (%)		78.6		81.0		79.9		80.7		82.1
Average ticket revenue per passenger flight segment ($’s)		104.56		98.44		94.24		84.77		77.39
Average non-ticket revenue per passenger flight segment ($’s)		4.80		10.96		18.61		25.91		35.00
Total revenue per passenger flight segment ($’s)		109.36		109.40		112.85		110.68		112.39
Average yield (cents)		11.93		11.14		11.93		11.59		11.72
RASM (cents)		9.37		9.02		9.53		9.35		9.62
CASM (cents)		10.50		8.64		9.31		7.86		8.77
Adjusted CASM (cents) (B)		9.92		8.76		8.97		7.89		8.79
Adjusted CASM ex fuel (cents) (B)		6.89		5.67		5.47		5.45		5.71
Fuel gallons consumed (thousands)		82,980		113,842		109,562		98,422		106,628
Average economic fuel cost per gallon ($’s)		2.11		2.30		2.64		1.85		2.35

(A)	See “Glossary of Airline Terms” elsewhere in this prospectus for definitions of terms used in this table.

(B)

Excludes restructuring charges of $32.5 million (0.56 cents per ASM) in 2006, $0.1 million (less than 0.01 cents per ASM) in 2007, $17.9 million (0.22 cents per ASM) in 2008, and credits of $0.4 million (less than 0.01 cents per ASM) in 2009, and $0.6 million (less than 0.01 cents per ASM) in 2010. These amounts are excluded from all calculations of Adjusted CASM provided in this prospectus. Please see “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Our Operating Expenses—Restructuring Charges.” Also excludes unrealized mark-to-market (gains) and losses of $1.1 million (0.02 cents per ASM) in 2006, $(10.3) million ((0.12) cents per ASM) in 2007, $9.9 million (0.12 cents per ASM) in 2008, $(1.4) million ((0.02) cents per ASM) in 2009 and $(2.1) million ((0.03) cents per ASM) in 2010. Please see “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Policies and Estimates.”

MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS

You should read the following discussion of our financial condition and results of operations in conjunction with the financial statements and the notes thereto included elsewhere in this prospectus. The following discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those discussed in the forward-looking statements. Factors that could cause or contribute to these differences include those discussed below and elsewhere in this prospectus, particularly in “Risk Factors.”

Overview

Spirit Airlines is an ultra low-cost, low-fare airline based in Fort Lauderdale, Florida that provides affordable travel opportunities principally to and from South Florida, the Caribbean and Latin America. Our targeted growth markets have historically been underserved by low-cost carriers, which we believe provides us sustainable expansion opportunities. Our ULCC business model allows us to offer a low-priced basic service combined with a range of optional services for additional fees, targeting price-sensitive leisure travelers and VFR travelers. Notwithstanding the recent volatility in the cost of jet fuel and the severe economic recession, we have been able to maintain relatively stable unit revenue while maintaining a low cost structure, and we have been profitable in each of the last four years. For 2010, we had total operating revenues of $781.3 million, operating income of $68.9 million and net income of $72.5 million ($19.7 million excluding the release of a valuation allowance on our deferred tax assets and related tax benefit). We currently serve 44 airports.

We have reduced our unit operating costs significantly since redefining Spirit as a ULCC in 2006. As a result, our operating cost structure is among the lowest in the Americas, enabling us to offer very low fares in the markets we serve while delivering operating profitability. Key elements of our low-cost structure include our efficient asset utilization, operation of an all Airbus single-aisle fleet with high-density seating configurations, employee productivity, rigorous cost control and use of scalable outsourced services. Furthermore, our modern fleet and aircraft seat configuration enable us to operate as one of the most fuel-efficient U.S. jet airline operators on a per available seat mile, or ASM, basis. We have demonstrated the ability to implement our ULCC business model and to adjust our capacity and routes in response to changing market conditions as part of our focus on achieving consistent route profitability.

Our ULCC business model allows us to compete principally through offering low base fares. During 2010, our average base fare was approximately $77, and we regularly offer promotional base fares of $9 or less. Since 2007, we have unbundled components of our air travel service that have traditionally been included in base fares, such as baggage and advance seat selection, and offer them as optional, ancillary services for additional fees (which we record in our financial statements as non-ticket revenue) as part of a strategy to enable our passengers to identify, select and pay for the services they want to use. While many domestic airlines have also adopted some aspects of our unbundled pricing strategy, unlike us, they generally have not made a corresponding reduction in base fares.

June 2010 Pilot Strike

On May 13, 2010, the NMB released us and the pilots’ union from mandatory supervised mediation, which commenced a 30-day “cooling off” period as provided in the RLA. On June 12, 2010, following several negotiation sessions with the pilots’ union during the cooling off period that did not result in an agreement, our pilots declared a strike, and we were forced to suspend all flight operations. The parties reached a tentative agreement on June 16, 2010 under a Return to Work Agreement and a full flight schedule was resumed on June 18, 2010. On July 23, 2010, the pilots ratified a new five-year collective bargaining agreement, which became effective on August 1, 2010.

The results of operations for 2010 were materially adversely affected by the pilot strike. The pilot strike resulted in reduced bookings in the period leading up to the strike as our customers became aware of the impending end of the cooling off period, and lost revenues while flight operations were shut down and while we recovered from the strike. We also experienced additional expenses related to the strike, including costs to reaccommodate passengers, offset by reduced variable expenses, such as reduced fuel consumption and employee costs for flights not operated. We estimate that the strike had a net negative impact on our operating income for 2010 of approximately $24 million consisting of an estimated $28 million in lost revenues and approximately $4 million of incremental costs resulting from the strike, offset in part by a reduction of variable expenses during the strike of approximately $8 million for flights not flown. The strike resulted in a reduction of approximately 145,757,000 ASMs from our scheduled flying that was suspended during the five-day strike period. Additionally, under the terms of the new pilot contract, we also paid $2.3 million in return-to-work payments during the second quarter, which are not included in the strike impact costs described above.

The new agreement with our pilots will increase our pilot labor costs by approximately 11% in 2011 as compared to the estimated cost of the previous collective bargaining agreement and includes pay rate increases and modified work rules, which will increase the productivity of our pilots. We believe the five-year term is valuable in providing stability to our labor costs, and the other terms will also provide us with competitive pilot labor costs compared to other U.S.-based low-cost carriers.

Our Operating Revenues

Our operating revenues are comprised of passenger revenues and non-ticket revenues.

Passenger Revenues . Passenger revenues consist of the base fares that customers pay for air travel.

Non-ticket Revenues. Non-ticket revenues are generated from air travel-related fees paid by the ticketed passenger for baggage, bookings through our call center or third-party vendors, advance seat selection, itinerary changes, and loyalty programs such as our FREE SPIRIT affinity credit card program and $9 Fare Club. Non-ticket revenues also include revenues derived from services not directly related to providing transportation such as the sale of advertising to third parties on our website and on board our aircraft.

Substantially all of our revenues are denominated in U.S. dollars. Passenger revenues are recognized once the related flight departs. Accordingly, the value of tickets sold in advance of travel is included under our current liabilities as “air traffic liability,” or ATL, until the related air travel is provided. Non-ticket revenues are generally recognized at the time the ancillary products are purchased or ancillary services are provided. Non-ticket revenues also include revenues from our subscription-based $9 Fare Club, which we recognize on a straight-line basis over 12 months, revenues generated from the acquisition and ongoing use of the FREE SPIRIT credit cards. Revenue is generated from the FREE SPIRIT credit card affinity program through the sale of FREE SPIRIT miles and credit card renewals, which we currently recognize on a straight-line basis over 19 months, as well as from milestone payments in connection with the achievement of specific usage and user volumes, which we recognize when received from the FREE SPIRIT credit card provider.

We recognize revenues net of certain taxes and airport passenger fees, which are collected by us on behalf of airports and governmental agencies and remitted back to the applicable governmental entity or airport on a periodic basis. These taxes and fees include U.S. federal transportation taxes, federal security charges, airport passenger facility charges, and foreign arrival and departure taxes. These items are collected from customers at the time they purchase their tickets, but are not included in our revenues. We record a liability upon collection from the customer and relieve the liability when payments are remitted to the applicable governmental agency or airport.

Our Operating Expenses

Our operating expenses consist of the following line items.

Aircraft Fuel. Aircraft fuel expense is our single largest operating expense. It includes the cost of jet fuel, related federal taxes, fueling into-plane fees and transportation fees. It also includes realized and unrealized gains and losses arising from any fuel price hedging activity.

Salaries, Wages and Benefits. Salaries, wages and benefits expense includes the salaries, hourly wages, bonuses and equity compensation paid to employees for their services, as well as the related expenses associated with employee benefit plans and employer payroll taxes.

Aircraft Rent. Aircraft rent expense consists of monthly lease rents for aircraft and spare engines under the terms of the related operating leases and is recognized on a straight line basis. Aircraft rent expense also includes that portion of maintenance reserves, also referred to as supplemental rent, paid to aircraft lessors in advance of the performance of major maintenance activities that is not probable of being reimbursed to us by the lessor. Aircraft rent expense is net of the amortization of gains on sale and lease back transactions on our flight equipment. Presently, all of our aircraft and spare engines are financed under operating leases.

Landing Fees and Other Rents. Landing fees and other rents include both fixed and variable facilities expenses, such as the fees charged by airports for the use or lease of airport facilities, overfly fees paid to other countries and the monthly rent paid for our headquarters facility.

Distribution. Distribution expense includes all of our direct costs to sell, including the cost of web support, our third-party call center, travel agent commissions and related GDS fees, and credit card discount fees, associated with the sale of our tickets and other products and services.

Maintenance, Materials and Repairs. Maintenance, material, and repairs expense includes all parts, materials, repairs and fees for repairs performed by third-party vendors directly required to maintain our fleet. It excludes direct labor cost related to our own mechanics, which is included under salaries, wages and benefits. It also excludes the amortization of heavy maintenance expenses, which we defer under the deferral method of accounting and amortize on a straight-line basis until the next estimated overhaul event.

Depreciation and Amortization. Depreciation and amortization expense includes the depreciation of all fixed assets we own and leasehold improvements. It also includes the amortization of heavy maintenance expenses we defer under the deferral method of accounting for heavy maintenance events and recognize into expense on a straight line basis until the next overhaul event.

Loss on disposal of assets. Loss on disposal of assets includes the net losses on the disposal of our fixed assets, including losses on sale and leaseback transactions.

Other Operating Expenses. Other operating expenses include airport operations expense and fees charged by third-party vendors for ground handling services and commissary expenses, the cost of passenger liability and aircraft hull insurance, all other insurance policies except for employee health insurance, travel and training

expenses for crews and ground personnel, professional fees, personal property taxes and all other administrative and operational overhead expenses. No individual item included in this category represented more than 5% of our total operating expenses.

Restructuring Charges. From 2004 through 2007, we executed a complete aircraft fleet change, resulting in the accelerated termination and disposal of our MD-80 fleet, which we replaced with new Airbus A320-family aircraft. The fleet change resulted in restructuring charges consisting of the remaining lease term obligations related to the fleet and impairment charges related to writing down owned aircraft to their fair value during the four years ended in 2007.

Beginning in mid-2008, we began to execute a new restructuring plan to lower operating costs and reduce capacity in response to record high fuel prices and rapidly deteriorating economic conditions. Pursuant to this plan, we terminated seven of our A319 aircraft operating leases, thereby incurring charges related to the early return of those aircraft to the lessor. We also carried out a reduction in workforce, which resulted in one-time termination severance costs, and also incurred relocation costs in connection with the relocation of some of our personnel.

In 2010, in an effort to gain efficiencies, we relocated all of our maintenance operations in Detroit, Michigan, to Fort Lauderdale, Florida. The restructuring included the closure of facilities in Detroit, relocation of equipment and tools and the relocation and reduction of workforce. We determined that the relocation of these facilities and the planned relocation and reduction of certain employees met the requirement of an exit activity, and, therefore, we recorded all of the related severance and exit costs in 2010.

Our Other Expense (Income)

Interest Expense. Paid-in-kind interest on Notes due to related parties and Preferred Stock dividends due to related parties account, on average, for over 80% of interest expense incurred for the years 2008, 2009 and 2010. Non-related party interest expense accounted for the remainder. All of the Notes and Preferred Stock will be repaid or redeemed, or exchanged for common stock, in connection with the 2011 Recapitalization.

Capitalized Interest. Capitalized interest represents interest cost to finance purchase deposits for future aircraft and the opportunity cost on PDPs. These amounts are recorded as part of the cost of the aircraft upon delivery. Capitalization of interest ceases when the asset is ready for service.

Our Income Taxes

We account for income taxes using the liability method. We record a valuation allowance to reduce the deferred tax assets reported if, based on the weight of the evidence, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred taxes are recorded based on differences between the financial statement basis and tax basis of assets and liabilities and available tax loss and credit carryforwards. In assessing the realizability of the deferred tax assets, our management considers whether it is more likely than not that some or all of the deferred tax assets will be realized. In evaluating the ability to utilize our deferred tax assets, we consider all available evidence, both positive and negative, in determining future taxable income on a jurisdiction by jurisdiction basis.

Immediately prior to the completion of this offering, we intend to enter into the Tax Receivable Agreement and thereby distribute to each of our Pre-IPO Stockholders the right to receive a pro rata share of the future payments to be made under the Tax Receivable Agreement. Each such pro rata share will be a fraction equal to the number of shares of our common stock beneficially owned by each Pre-IPO Stockholder divided by the number of shares of common stock outstanding immediately prior to the completion of this offering. Under the Tax Receivable Agreement, we will be obligated to pay to the Pre-IPO Stockholders an amount equal to 90% of the cash savings in federal income tax realized by us by virtue of our future use of the federal net operating loss, deferred interest deductions and certain tax credits held by us as of December 31, 2010 or Pre-IPO NOL.

“Deferred interest deductions” means interest deductions that have accrued as of December 31, 2010 but have been deferred under rules applicable to related party debt. Cash tax savings generally will be computed by comparing our actual federal income tax liability to the amount of such taxes that we would have been required to pay had such Pre-IPO NOL not been available to us. At the effective date of the Tax Receivable Agreement, we will recognize a liability equal to the estimated total payments to be made under the Tax Receivable Agreement (estimated as of December 31, 2010 to be approximately $39.1 million), which will be accounted for as a reduction of additional paid-in capital. Subsequent changes in the estimated liability under the Tax Receivable Agreement will be recorded through earnings in operating expenses. The payments we make to the Pre-IPO Stockholders under the Tax Receivable Agreement are not expected to give rise to any incidental tax benefits to us, such as deductions or an adjustment to the basis of our assets. Please see “Certain Relationships and Related Transactions—Tax Receivable Agreement.”

Trends and Uncertainties Affecting Our Business

We believe our operating and business performance is driven by various factors that affect airlines and their markets, trends affecting the broader travel industry, and trends affecting the specific markets and customer base that we target. The following key factors may affect our future performance.

Competition . The airline industry is highly competitive. The principal competitive factors in the airline industry are fare pricing, total price, flight schedules, aircraft type, passenger amenities, number of routes served from a city, customer service, safety record and reputation, code-sharing relationships, and frequent flier programs and redemption opportunities. Price competition occurs on a market-by-market basis through price discounts, changes in pricing structures, fare matching, target promotions and frequent flier initiatives. Airlines typically use discount fares and other promotions to stimulate traffic during normally slower travel periods to generate cash flow and to maximize unit revenue. The prevalence of discount fares can be particularly acute when a competitor has excess capacity that it is under financial pressure to sell.

Seasonality and Volatility . Our results of operations for any interim period are not necessarily indicative of those for the entire year because the air transportation business is subject to significant seasonal fluctuations. We generally expect demand to be greater in the second and third quarters compared to the rest of the year. The air transportation business is also volatile and highly affected by economic cycles and trends. Consumer confidence and discretionary spending, fear of terrorism or war, weakening economic conditions, fare initiatives, fluctuations in fuel prices, labor actions, weather and other factors have resulted in significant fluctuations in revenues and results of operations in the past. In particular, demand for air transportation services was materially adversely affected by the severe economic recession starting in 2008, and record high fuel prices in 2008 materially adversely affected operating results in the industry generally. We believe, however, demand for business travel historically has been more sensitive to economic pressures than demand for low-price leisure and VFR travel.

Aircraft Fuel . Fuel costs represent the single largest operating expense for most airlines, including ours. Fuel costs have been subject to wide price fluctuations in recent years. Fuel availability and pricing are also subject to refining capacity, periods of market surplus and shortage, and demand for heating oil, gasoline and other petroleum products, as well as meteorological, economic and political factors and events occurring throughout the world, which we can neither control nor accurately predict. We source a significant portion of our fuel from refining resources located in the southeast United States, particularly facilities adjacent to the Gulf of Mexico. Gulf Coast jet fuel tends to sell at slightly lower prices than fuel from other regional refining sources due to the size and depth of the market, and we believe this difference gives us an advantage on our largest single operating cost. At the same time, however, Gulf Coast fuel is subject to volatility and supply disruptions, particularly in hurricane season when refinery shutdowns have occurred in recent years, or when the threat of weather-related disruptions has caused Gulf Coast fuel prices to spike above other regional sources. From time to time, we use jet fuel option contracts or swap agreements to attempt to mitigate price volatility. Additionally, during hurricane season (August through October), we often use basis swaps, priced using West Texas Intermediate or Heating Oil indexes, to protect the refining price risk between the price of crude oil and the price of refined jet fuel. Historically, we have protected approximately 45% of our forecasted fuel requirements during

hurricane season using basis swaps. Our fuel hedging practices are dependent upon many factors, including our assessment of market conditions for fuel, our access to the capital necessary to support margin requirements, the pricing of hedges and other derivative products in the market and applicable regulatory policies. As of December 31, 2010, we had hedged approximately 10% of our projected 2011 fuel requirements, respectively, with all of our existing fuel hedge contracts expected to settle by the end of September 2011. As of December 31, 2010, we purchased all of our aircraft fuel under a single fuel service contract. The cost and future availability of jet fuel cannot be predicted with any degree of certainty.

Labor . The airline industry is heavily unionized. The wages, benefits and work rules of unionized airline industry employees are determined by collective bargaining agreements, or CBAs. Relations between air carriers and labor unions in the United States are governed by the RLA. Under the RLA, CBAs generally contain “amendable dates” rather than expiration dates, and the RLA requires that a carrier maintain the existing terms and conditions of employment following the amendable date through a multi-stage and usually lengthy series of bargaining processes overseen by the NMB. This process continues until either the parties have reached agreement on a new CBA, or the parties have been released to “self-help” by the NMB. In most circumstances, the RLA prohibits strikes; however, after release by the NMB, carriers and unions are free to engage in self-help measures such as strikes and lockouts.

We have three union-represented employee groups representing approximately 50% of our employees at December 31, 2010. Our pilots are represented by the Airline Pilots Association, International, or ALPA, our flight attendants are represented by Association of Flight Attendants, or AFA-CWA, and our flight dispatchers are represented by Transport Workers Union of America, or TWU. Conflicts between airlines and their unions can lead to work slowdowns or stoppages. In June 2010, we experienced a five-day strike by our pilots, which caused us to shut down our flight operations. The strike ended as a result of our reaching a tentative agreement under a Return to Work Agreement and a full flight schedule was resumed on June 18, 2010. On August 1, 2010, we entered into a new five-year collective bargaining agreement. In addition, our CBA with our flight attendants is amendable under the RLA. The outcome of our collective bargaining negotiations cannot presently be determined and the terms and conditions of our future CBAs may be affected by the results of collective bargaining negotiations at other airlines that may have a greater ability to bear higher costs under their business models. If we are unable to reach agreement with any of our unionized work groups in the negotiations regarding the terms of their CBAs, we may be subject to work interruptions or stoppages, such as the strike by our pilots in June 2010. A strike or other significant labor dispute with our unionized employees is likely to adversely affect our ability to conduct business.

Maintenance Expense . Due to the young age of our fleet (approximately 4.1 years on average at December 31, 2010), maintenance expense in 2009 and 2010 remained relatively low. As the fleet ages, we expect that maintenance costs will increase in absolute terms, and as a percentage of revenue. The amount of total maintenance costs and related amortization of heavy maintenance expense is subject to many variables such as future utilization rates, average stage length, the size and makeup of the fleet in future periods and the level of unscheduled maintenance events and their actual costs. Accordingly, we cannot reliably quantify future maintenance expenses for any significant period of time. However, we believe, based on our scheduled maintenance events, maintenance expense and maintenance-related amortization expense in 2011 will be approximately $40.0 million.

As a result of a significant portion of our fleet being acquired over a relatively short period of time, significant maintenance scheduled on each of our planes will occur at roughly the same time, meaning we will incur our most expensive scheduled maintenance obligations across our current fleet around the same time. These more significant maintenance activities will result in out-of service periods during which our aircraft are dedicated to maintenance activities and unavailable to fly revenue service.

Maintenance Reserve Obligations . The terms of our aircraft lease agreements require us to pay supplemental rent, also known as maintenance reserves, to be paid to the lessor in advance of and as collateral for

the performance of major maintenance events, resulting in our recording significant prepaid deposits on our balance sheet. As a result, the cash costs of scheduled major maintenance events are paid well in advance of the recognition of the maintenance event in our results of operations. Please see “—Critical Accounting Policies and Estimates—Aircraft maintenance, materials, repair costs and related heavy maintenance amortization” and “—Supplemental aircraft rent.”

Critical Accounting Policies and Estimates

The following discussion and analysis of our financial condition and results of operations is based on our consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amount of assets and liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities at the date of our financial statements. Note 1 to our financial statements provides a detailed discussion of our significant accounting policies.

Critical accounting policies are defined as those policies that reflect significant judgments or estimates about matters that are both inherently uncertain and material to our financial condition or results of operations.

Revenue Recognition. Revenues from tickets sold are initially deferred as air traffic liability. Passenger revenues are recognized when transportation is provided. A non-refundable ticket expires at the date of scheduled travel and is recognized as revenue for the expired ticket value at the date of scheduled travel.

Our most significant non-ticket revenues include revenues generated from air travel-related fees paid by the ticketed passenger for baggage, bookings through our call center or third-party vendors, advance seat selection, itinerary changes and loyalty programs, and are recognized at the time products are purchased or ancillary services are provided. These revenues also includes commissions from the sales of hotel rooms, trip insurance and rental cars recognized at the time the service is rendered.

Customers may elect to pay a change fee to exchange a ticket in advance of the date of scheduled travel for a credit for future travel. Unused credits expire one year from the date of purchase of the original ticket, and a percentage of these issued credits expire unused. The amount of credits expected to go unused is estimated based on historical experience. Estimating the amount of credits that will go unused involves some level of subjectivity and judgment.

Non-ticket revenues include revenues from our subscription-based $9 Fare Club, recognized on a straight-line basis over 12 months. Revenues generated from the sale of FREE SPIRIT miles and credit card renewals are currently recognized on a straight-line basis over 19 months based on expected customer usage of miles. We make assumptions on the future use of customer miles based on historical customer behavior. To the extent that customer behavior changes as a result of, among other factors, economic conditions, perception of travel, and the number of miles to earn awards, a corresponding adjustment would be made to the period in which we recognize revenue generated from the FREE SPIRIT miles and credit card renewals, resulting in either a smaller or larger liability. Also included in non-ticket revenues are milestone payments in connection with the achievement of specific usage and user volumes, which we recognize when received from the FREE SPIRIT credit card provider.

Frequent Flier Program. We accrue for mileage credits earned based on the estimated incremental cost of providing free travel. We make certain assumptions to determine the incremental cost, which includes the cost of fuel, incremental fuel burn for an additional passenger, the average weight of passengers, ticketing costs, and certain types of insurance driven by number of passengers, reduced by an estimate of fees required to be paid by the passenger when redeeming the award. Assumptions are based on current fuel prices, average fleet performance, average loads, actual ticketing cost, and insurance rates. Changes in these assumptions, for example increases in fuel and insurance rates, would increase the estimated incremental cost of transporting one additional passenger and thus result in an increase in the related accrual of this expense. We also sell mileage credits to companies participating in the FREE SPIRIT program. Revenues received from the sale of mileage credits are

initially deferred as part of air traffic liability and recognized as passenger revenue over the estimated period the transportation is expected to be provided (currently estimated as 19 months), based on estimates of its fair value, which is determined using the average fare for similar travel. The excess of the total sales proceeds for mileage credits over the estimated fair value of the transportation to be provided is recognized in non-ticket revenues at the time of sale. The total liability for future FREE SPIRIT award redemptions and unrecognized revenue from the sale of mileage credits was $4.8 million, $4.2 million and $7.1 million at December 31, 2008, 2009 and 2010, respectively. New accounting guidance, which becomes effective for revenue arrangements entered into or materially modified in fiscal years beginning on or after June 15, 2010, will eliminate the residual method of allocation and will require that we allocate all of the mileage costs and revenues at the time the mileage credits are purchased using the relative selling price method. Management is currently evaluating the impact that the new accounting guidance will have on our financial position, results of operations and cash flows.

Aircraft maintenance, materials, repair costs and related heavy maintenance amortization. We account for heavy maintenance under the deferral method. Under the deferral method the cost of heavy maintenance is capitalized and amortized as a component of depreciation and amortization expense until the next such heavy maintenance event. Amortization of engine overhaul costs was $0.0 million, $1.0 million and $1.3 million for the years ended December 31, 2008, 2009, and 2010, respectively. If engine overhaul costs were amortized within maintenance, material and repairs expense in the statement of operations, our maintenance, material and repairs would have been $28.6 million and $29.5 million for the years ended December 31, 2009 and 2010, respectively. During the years ended December 31, 2008, 2009 and 2010, we capitalized $0.0 million, $5.3 million and $5.2 million of costs for heavy maintenance, respectively. The next heavy maintenance event is estimated based on assumptions including estimated usage, FAA-mandated maintenance intervals and average removal times as suggested by the manufacturer. These assumptions may change based on changes in our utilization of our aircraft, changes in government regulations and suggested manufacturer maintenance intervals. In addition, these assumptions can be affected by unplanned incidents that could damage an airframe or engine to a level that would require a heavy maintenance event prior to a scheduled maintenance event. To the extent our planned usage increases, the estimated life would decrease before the next maintenance event, resulting in additional expense over a shorter period. Heavy maintenance events are our HMV4 and HMV8 airframe checks and our engine overhauls. Certain maintenance functions are outsourced under contracts that require payment based on a performance measure such as flight hours. Costs incurred for maintenance and repair under flight hour maintenance contracts, where labor and materials price risks have been transferred to the service provider, are accrued based on contractual payment terms. Routine cost for maintaining the airframes and engines and line maintenance are charged to maintenance, materials and repairs as performed.

Supplemental aircraft rent. Supplemental aircraft rent, also known as maintenance deposits, is paid to aircraft lessors beginning on the first day of the lease on a monthly basis in advance of the performance of major maintenance activities and recorded as prepaid aircraft maintenance to lessors on the balance sheet. These maintenance deposits are calculated based on a performance measure, such as flight hours or cycles, and are used solely to collateralize the lessor for maintenance time run off the aircraft until the completion of the maintenance of the aircraft. The maintenance deposits paid under our lease agreements do not transfer either the obligation to maintain the aircraft or the cost risk associated with the maintenance activities to the aircraft lessor. These amounts are reimbursed to us after the underlying maintenance is performed to the satisfaction of the lessor. Our master lease agreements provide that most maintenance deposits held by the lessor at the expiration of the lease will not be reimbursed to us and will be retained by the lessor. The nonrefundable maintenance deposits, which are based on usage of the leased asset and expected to be retained by the lessor at the expiration of the lease, are accounted for as contingent rents, which we accrue when it becomes probable the maintenance deposits will not be reimbursed to us. If at any point we determine it is not probable that we will recover amounts currently on deposit, such amounts will be expensed as additional aircraft rent. We make certain assumptions at the inception of the lease and at each balance sheet date to determine the recoverability of maintenance deposits. These assumptions are based on various factors such as the timing of the maintenance event, the expected cost of the maintenance event, the estimated time between the maintenance events, the date the aircraft is due to be returned to the lessor and the number of flight hours the aircraft is estimated to be utilized before it is returned. Changes in

these assumptions could change our estimates and thus impact our results of operations. We paid $26.9 million and $35.7 million in maintenance deposits, net of reimbursement, to our lessors for the year ended December 31, 2009 and 2010, respectively, which we recorded as prepaid maintenance deposits.

Fuel Derivatives . We account for derivative financial instruments at fair value and recognize them in the balance sheet as an asset or liability. At December 31, 2008, 2009 and 2010, we did not hold derivative instruments that qualified as cash flow hedges and, accordingly, changes in the fair value of such derivative contracts were recorded as a component of aircraft fuel expense. Theses amounts include both realized gains and losses and mark-to-market adjustments of the fair value of the derivative instruments at the end of each period.

Share-based compensation. We have issued restricted non-voting common stock to officers and certain other management-level employees pursuant to our restricted stock program. These shares will be automatically exchanged for restricted voting common stock upon completion of this offering. In the years ended December 31, 2008, 2009 and 2010, we issued 310,000, 503,897 and 65,353 shares of restricted stock, respectively, of which 573,250 shares remained outstanding at December 31, 2010.

Our share based compensation program is intended to grant awards priced at the fair market value of our common stock at the date of grant. Prior to this offering, the fair value of our common stock has been estimated based on the market comparables method that uses our estimates of revenue, driven by assumed market growth rates, and estimated costs as well as appropriate discount rates. These estimates are consistent with the plans and estimates that we use to manage our business. Compensation expense is recognized ratably over the period during which an employee is required to provide service in exchange for an award. Granted awards vest 25% per year on each anniversary of issuance. The weighted-average fair value of awards granted during 2008, 2009 and 2010 was $0.04 per share, $1.10 per share, and $6.39 per share, respectively. As of December 31, 2010, there was $2.0 million of total unrecognized compensation cost related to non-vested restricted stock and options granted under the plan expected to be recognized over a weighted average period of 2.0 years. During 2010, we issued 510,500 stock option awards with a weighted average fair value of $4.06 per share.

Income Taxes. We account for income taxes using the liability method. We record a valuation allowance against deferred tax assets reported if, based on the weight of the evidence, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred taxes are recorded based on differences between the financial statement basis and tax basis of assets and liabilities and available tax loss and credit carryforwards. In assessing the realizability of the deferred tax assets, our management considers whether it is more likely than not that some or all of the deferred tax assets will be realized. In evaluating our ability to utilize our deferred tax assets, we consider all available evidence, both positive and negative, in determining future taxable income on a jurisdiction by jurisdiction basis.

RESULTS OF OPERATIONS

Since adopting our ULCC business model in 2006, redeploying aircraft to our principal target growth markets in the Caribbean and Latin America and initiating an unbundling strategy, we have lowered our unit operating costs. In 2007, we had net income of $1.4 million based on operating income of $32.0 million and operating revenues of $762.9 million. Adjusted CASM ex fuel showed a marked improvement as our ULCC initiatives matured and began to take hold, resulting in a 17.7% reduction from 2006 to 2007. Our operating performance continued to improve in 2008 and 2009, and we had profitable years notwithstanding unfavorable industry conditions.

In 2008, we had net income of $33.3 million and operating income of $18.3 million on operating revenues of $787.3 million. The 2008 statement of operations includes $37.8 million of recognized gains from the settlement of fuel derivative contracts that were monetized prior to their stated maturity, of which $14.2 million related to 2009 fuel hedge positions. Also in 2008, we recognized restructuring charges of $17.9 million, primarily related to our early termination of seven of our A319 aircraft operating leases in order to reduce

capacity in response to record high fuel prices and rapidly deteriorating economic conditions. During 2008, we also recognized debt extinguishment gains of $53.7 million related to contractual provisions of our recapitalization in mid-2006.

In 2009, we recorded net income of $83.7 million and operating income of $111.4 million on $700.0 million of operating revenues. Our 2009 earnings were driven by increased market maturity on our newer routes, relative stability in RASM, decreased Adjusted CASM ex fuel, and lower fuel prices. During 2009, we also recognized debt extinguishment gains of $19.7 million related to contractual provisions of our recapitalization in mid-2006.

Net income for 2010 of $72.5 million includes a $52.3 million net tax benefit primarily due to the release of a valuation allowance resulting in a deferred tax benefit of $52.8 million in 2010. Absent the release of the valuation allowance and corresponding tax benefit, our net income would have been $19.7 million for 2010. 2010 was our fourth consecutive year of profitability. In 2010, we recorded operating income of $68.9 million on $781.3 million of operating revenues. The results of operations for 2010 were adversely affected by an increase in fuel prices and the effects of our June 2010 pilot strike. Fuel cost increased by $67.1 million from 2009 to 2010, caused principally by a 27% increase in the price per gallon and an 8.3% increase in fuel volume during 2010 as compared to the 2009. We believe the pilot strike had a negative impact during 2010 of approximately $24 million consisting of lost revenues and incremental costs, offset in part by reduced variable expenses.

We operate on a calendar year basis.

Operating Revenue


	Year ended 2008			% change 2009 versus 2008			Year ended 2009			% change 2010 versus 2009			Year ended 2010
	(in thousands)
Passenger	$	657,448			(18.4	)%	$	536,181			0.3	%	$	537,969
Non-ticket		129,809			26.2			163,856			48.5			243,296

Total operating revenue	$	787,257			(11.1	)%	$	700,037			11.6	%	$	781,265

RASM (cents)		9.53	¢		(1.8	)%		9.35	¢		2.9	%		9.62	¢
Average ticket revenue per passenger flight segment	$	94.24			(10.0	)	$	84.77			(8.7	)	$	77.39
Average non-ticket revenue per passenger flight segment		18.61			39.2			25.91			35.1			35.00

Total revenue per passenger flight segment	$	112.85			(1.9	)%	$	110.68			1.5	%	$	112.39

The growth achieved in non-ticket revenues over the past three years is due to the effect of unbundling our fares and the introduction of various new revenue streams unrelated to ticket sales, as follows:

•

in 2008, we introduced advance seat selection fees;

•

in 2009, to cover sales distribution transactions costs, we introduced our passenger usage fee;

•

in January 2010, we introduced booking fees for reservations made through our call center and third-party vendors; and

•

in August 2010, we introduced a fee for carry-on bags that do not fit under an aircraft seat.

2010 compared to 2009

For 2010, we had net income of $72.5 million inclusive of a $52.3 million net tax benefit due primarily to the release of $52.8 million of the valuation allowance on our net deferred tax assets, and operating income of $68.9 million on $781.3 million of operating revenues, compared to $83.7 million of net income and operating income of $111.4 million on $700.0 million of operating revenues during 2009. Our operating income during 2010 was adversely affected by a 27% increase in average fuel prices in 2010 from 2009 and our June 2010 pilot strike.

In the third quarter of 2010, we determined that, under generally accepted accounting principles, $52.8 million of our tax valuation allowance on specific deferred tax assets was no longer required. As a result of releasing a portion of the valuation allowance, we recorded a corresponding net tax benefit of $52.3 million for 2010.

The June 2010 pilot strike resulted in reduced bookings in the period leading up to the strike as our customers became aware of the impending end of the cooling off period, and lost revenues while flight operations were shut down and later cut back subsequent to the resumption of flight operations. We also experienced additional expenses related to the strike, including costs to reaccommodate passengers, offset in part by reduction in other expenses, such as aircraft fuel and salaries, wages and benefits. We estimate that the strike had a net negative impact on our operating income for 2010 of approximately $24 million, consisting of an estimated $28 million in lost revenues and approximately $4 million of incremental costs resulting from the June 2010 pilot strike, offset in part by a reduction of variable expenses during the June 2010 pilot strike of approximately $8 million for flights not flown. The strike resulted in a reduction of approximately 145,757,000 ASMs from our scheduled flying that was suspended during the five-day strike period. Additionally, under the terms of the new pilot contract, we also paid $2.3 million in return-to-work payments during the second quarter of 2010, which are not included in the strike impact costs described above.

Our capacity in terms of ASMs increased 8.5% in 2010 compared to 2009, principally due to the introduction of our first four Airbus A320 aircraft configured to seat 178 passengers. We believe these new aircraft will be more cost efficient on a per available seat mile basis than our A319 aircraft, which seat 145 passengers. Our traffic as measured in terms of RPMs increased by 10.4%. Our load factor was 82.1% during 2010 compared to 80.7% during 2009, contributing to the 11.6% increase in total operating revenues.

Passenger ticket revenue increased by 0.3% during 2010 compared to 2009, from $536.2 million to $538.0 million. This increase was adversely affected by the shutdown of operations due to the June 2010 pilot strike, and from the shift of a portion of passenger revenues to non-ticket revenues as a result of our continued unbundling strategy, offset in part by a 9.9% increase in passenger segments in 2010.

Non-ticket revenues grew by $79.4 million during 2010, or 48.5%, as a result of a 9.9% increase in passenger flight segments. In addition, we benefited from more mature unbundled products and new ancillary services started during 2010. Our average non-ticket revenue per passenger flight segment increased 35.1% to $35.00 in 2010 from $25.91 during 2009. Also during 2010, we no longer sold our Big Front Seat ^® as a separate fare but instead charged a premium seat upgrade fee, which shifted revenue from passenger revenue to non-ticket revenues. In August 2010, we introduced a fee for carry-on bags, resulting in a significant reduction in the number of carry-on bags checked at the gate. We believe these changes are helping us reduce the time it takes to board and unload our aircraft and thereby permit us to turn our aircraft more quickly when compared to turn-around times during the comparable prior year periods when no carry-on bag fee was in place. We believe this will provide us with the opportunity for improved aircraft utilization.

In 2010, we determined not to renew our agreement with the administrator of our FREE SPIRIT affinity credit card program at the scheduled expiration in February 2011. In connection with that non-renewal, we entered into an agreement with the former administrator regarding the transition of the program to a new provider and the remittance to us of compensation due to us for card members obtained through our marketing services in the amount of $5.0 million, of which $4.6 million was recognized in the fourth quarter of 2010 and $0.4 million will be recognized in the first quarter of 2011. We entered into a new five-year affinity card program for the issuance of our FREE SPIRIT credit cards with a new administrator, which will be effective April 1, 2011.

2009 compared to 2008

In mid-2008, we returned seven aircraft to lessors in response to record high fuel prices and rapidly deteriorating economic conditions, reducing our operating fleet by 20%. Thus, in 2009, we operated with fewer aircraft, resulting in a 9.4% decrease in capacity from 2008 to 2009. We believe these capacity reductions

strengthened our ability to endure the continued economic challenges of 2009. Our traffic decreased by 8.5%, a smaller decrease than indicated by our reduction in capacity, resulting in slightly higher load factor for the year. Our aircraft operated on average with 80.7% of the seats full in 2009 compared to 79.9% during 2008.

Our total operating revenues decreased by 11.1% in 2009 compared to 2008. However, our unit revenue decreased only 1.8% from 9.53¢ to 9.35¢, which was significantly less than the unit revenue declines suffered by the industry overall. Passenger revenues decreased 18.4% partially due to the capacity reductions we implemented during 2008, but also due to the shift of revenues from base ticket fares to non-ticket revenues, which had the effect of driving our base fares lower.

Non-ticket revenues grew by $34.0 million in 2009, or 26.2%, as we benefited from more mature unbundled products and services started during 2008 and 2009 as well as increased pricing of certain non-ticket products and services.

Operating Expenses

Since adopting our ultra low-cost model, we have continuously sought to reduce our unit operating costs and have created what we believe is one of the lowest cost structures in the Americas. The table below presents our operating expenses, as a percentage of operating revenue for the last three years, as well as unit operating costs (CASM).


	For the year ended December 31,
	2008						2009						2010
	% of Revenue			CASM			% of Revenue			CASM			% of Revenue			CASM
Operating revenue		100.0	%					100.0	%					100	%
Operating expenses:
Aircraft fuel (1)		38.0	%		3.62	¢		25.9	%		2.42	¢		31.8	%		3.06	¢
Salaries, wages, and benefits		18.7	%		1.78			19.3	%		1.81			20.0	%		1.93
Aircraft rentals		13.4	%		1.28			12.9	%		1.20			13.0	%		1.25
Landing fees and other rentals		5.5	%		0.52			6.0	%		0.56			6.2	%		0.59
Distribution		4.8	%		0.46			4.9	%		0.46			5.3	%		0.51
Maintenance, materials and repairs		3.1	%		0.29			3.9	%		0.37			3.6	%		0.35
Depreciation and amortization		0.5	%		0.05			0.7	%		0.07			0.7	%		0.07
Other operating expenses		10.9	%		1.04			10.4	%		0.97			10.6	%		1.02
Loss on disposal of assets		0.5	%		0.05			0.1	%		0.01			0.0	%		0.00
Restructuring		2.3	%		0.22			(0.1	)%		(0.01	)		0.1	%		0.01

Total operating expense		97.7	%					84.1	%					91.2	%
CASM					9.31	¢					7.86	¢					8.77	¢
MTM gains / (losses) per ASM					(0.12	)					0.02						0.03
Restructuring per ASM					0.22						(0.01	)					0.01
Adjusted CASM (excludes Restructuring and MTM gains/losses) (2)					8.97						7.89						8.79
Adjusted CASM excluding fuel					5.47						5.45						5.71

(1)

Aircraft fuel expense is the sum of (i) “into-plane fuel cost,” which includes the cost of jet fuel and certain other charges such as fuel taxes and oil, (ii) settlement gains and losses, and (iii) unrealized mark-to-market gains and losses associated with fuel hedge contracts. The following table summarizes the components of aircraft fuel expense for the periods presented:


	For the year ended December 31,
	2006			2007			*2008 ()**			2009			2010
	(in thousands)
Into-plane fuel cost	$	175,975		$	265,226		$	359,097		$	181,806		$	251,754
Settlement (gains) losses		(339	)		(3,714	)		(69,876	)		750			(1,483	)
Changes in value of open fuel hedge contracts		1,056			(10,282	)		9,873			(1,449	)		(2,065	)

Aircraft Fuel	$	176,692		$	251,230		$	299,094		$	181,107		$	248,206

(*)

(2)

Restructuring charges were $0.1 million (less than 0.01 cents per ASM) in 2007, $17.9 million (0.22 cents per ASM) in 2008, and credits of $0.4 million (less than 0.01 cents per ASM) in 2009, and $0.6 million (less than 0.01 cents per ASM) in 2010. Restructuring charges for 2007 include amounts relating to the accelerated retirement of our MD-80 fleet. Restructuring charges for 2008 and 2009 include amounts relating to the early termination in mid-2008 of leases for seven Airbus A319 aircraft, a related reduction in workforce and exit facility costs associated with returning planes in 2008. Restructuring charges for 2009 and 2010 include exit facility costs associated with amounts relating to the sale of previously-expensed MD-80 parts and exit facility costs associated with moving our Detroit, Michigan maintenance activities to Fort Lauderdale, Florida. Please see “—Our Operating Expenses—Restructuring Charges.”

2010 compared to 2009

Our operating expenses increased by 21.0% for 2010 compared to 2009. The increase was primarily due to a $67.1 million increase in fuel cost caused principally by a 27.0% increase in the average price of aircraft fuel and an 8.3% increase in fuel volume compared to the prior year, increased labor costs primarily due to increased pilot wages and benefits due to implementation of the new CBA and the inclusion of $2.3 million in pilot return-to-work payments, $4.0 million of net incremental cost incurred for the strike and related shut down of operations, increased rents due to four newly delivered A320 aircraft, increased variable expenses due to a capacity increase of 8.5% compared to the prior year, and increases in distribution costs mainly due to higher credit card fees related to increased revenue and an increase in bookings through our third-party vendors during 2010 as compared to 2009. Our Adjusted CASM ex fuel, which increased from 5.45 cents in 2009 to 5.71 cents in 2010, was also negatively impacted by the loss of capacity related to our June 2010 pilot strike, resulting in our fixed costs being spread over 145,757,000 fewer ASMs. We estimate that our Adjusted CASM ex fuel adjusted for the impact of the June 2010 pilot strike is 5.61 cents.

Aircraft fuel expense includes both into-plane expense (as defined below) plus the effect of realized and unrealized adjustments arising from fuel derivative activities. Into-plane fuel prices are affected by global oil prices and refining costs, which can vary by region in the United States and the other countries where we operate. Into-plane fuel expense approximates cash paid to the supplier and does not reflect the effect of our fuel derivatives. Because we have elected to not apply hedge accounting on our fuel derivative contracts, we recognize changes in the fair value of our derivatives when they occur, as a component of aircraft fuel expense, both realized and unrealized. Aircraft fuel expense increased from $181.1 million to $248.2 million.

The elements of the changes in aircraft fuel expense are illustrated in the following table:


	Year Ended December 31,						Percentage
	2009			2010			Change
	(in thousands, except percentage and per-gallon amounts)
Fuel gallons consumed		98,422			106,628			8.3	%
Into-plane fuel cost per gallon	$	1.85		$	2.36			27.6

Total into-plane fuel expense	$	181,806		$	251,754			38.5

Impact on fuel expense from (gains) and losses arising from fuel-derivative activities		(699	)		(3,548	)		—

Aircraft fuel expense	$	181,107		$	248,206			37.0

During 2010 we recognized $3.5 million of net fuel derivative gains consisting of settlement gains of $1.4 million and mark-to-market (unrealized) gains of $2.1 million. During 2009 we recognized $0.7 million of fuel derivative gains. Due to the tightening of the credit markets leading into 2009, our derivative counterparties demanded full cash collateral from us to hedge their own risk. As a result, we had limited hedges during 2009, with the first settlement occurring in July 2009.

We evaluate economic fuel expense , which we define as into-plane fuel expense less the cash we paid or received from hedge counterparties for hedges that we settle during the relevant period, including hedges that we

terminate early during the period. The key difference between aircraft fuel expense and economic fuel expense is the timing of gain or loss recognition on our hedge portfolio. When we refer to economic fuel expense, we include net settlement gains or losses only when they are realized through a cash payment to or from our derivative contract counterparties for those contracts that were settled during the period. We believe this is the best measure of the effect that fuel prices are currently having on our business because it most closely approximates the net cash outflow associated with purchasing fuel for our operations. Accordingly, many industry analysts evaluate airline results using this measure and it is used in our internal management reporting.

The difference between aircraft fuel expense and economic fuel expense is shown below:


	Year Ended December 31,					Percentage
	2009		2010			Change
	(in thousands, except percentage and per-gallon amounts)
Into-plane fuel expense	$	181,806	$	251,754			38.5	%
Less: Cash paid (received) from settled derivatives, net of cash settlements paid		750		(1,483	)		(297.7	)

Economic fuel expense		182,556		250,271			37.1

Fuel gallons consumed		98,422		106,628			8.3

Economic fuel cost per gallon	$	1.85	$	2.35			27.0	%

The increase in labor costs for 2010, compared to 2009, was primarily due to higher pilot wages and benefits due to implementation of the new CBA during the third quarter of 2010. In addition, we also paid $2.3 million in return-to-work payments as part of reaching an agreement with the pilots.

The increase in distribution expense of 20.9%, or $7.1 million, from 2009 to 2010 is primarily due to higher credit card fees related to increased revenue and an increase in bookings through third-party distribution channels (GDSs), which increased from approximately 11% of bookings through GDSs during 2009 to approximately 14% during the same period in 2010.

All four Airbus A320 aircraft delivered during 2010 were financed via operating leases resulting in increased rents compared to 2009.

The increase in landing fees and other rents was driven by an increase in landing fees and airport facility rental rates in response to overall reduced industry capacity, which caused many airports to attempt to mitigate lost operating revenues by raising rates and fees.

The increase in maintenance, materials and repair costs in 2010 was primarily due to an increase in the scope of required maintenance events in 2010 compared to those occurring during 2009. As the fleet ages, we expect that maintenance costs and related out of service time to complete the maintenance will increase in absolute terms, and maintenance costs will increase as a percentage of revenue.

2009 compared to 2008

Operating expenses improved in 2009 due to our ability to react quickly to market conditions and deploy our 2008 capacity and cost reduction initiatives effectively, boosted by significantly more favorable fuel prices as compared to the prior year. As a result of our 2008 capacity and cost reduction initiatives, we entered 2009 with a 20% smaller fleet size, a more efficient workforce and a reduced cost structure after eliminating or reducing various expenses, resulting in a 4.8% decrease in our Adjusted CASM ex fuel.

Aircraft fuel expense decreased by 39.4%, or $118.0 million, on a 10.2% reduced consumption of gallons as a result of decreased crude prices and operation of a smaller fleet. The elements of the changes in aircraft fuel expense are illustrated in the following table:


	Years Ended December 31,						Percentage Change
	2008			2009			Percentage Change
	(in thousands, except percentage and per-gallon amounts)
Fuel gallons consumed		109,562			98,422			(10.2	)%
Into-plane fuel cost per gallon	$	3.28		$	1.85			(43.6	)

Total into-plane fuel expense		359,097			181,806			(49.4	)

Impact on fuel expense from (gains) and losses arising from fuel-derivative activities		(60,003	)		(699	)		—

Aircraft fuel expense	$	299,094		$	181,107			(39.4	)%

During 2009 we recognized $0.7 million of net fuel derivative gains consisting of settlement losses of $0.7 million offset by mark-to-market (unrealized) gains of $1.4 million. During 2008, we recognized $60.0 million of net fuel derivative gains consisting of realized gains of $69.9 million and reversals of previously unrealized gains of $9.9 million. As further explained below, in July 2008 we liquidated all of our derivative instruments. In the immediate aftermath of record high fuel prices of 2008 and very tight credit markets, our derivative counterparties demanded full collateral from us to hedge their own risk. As a result, we were only able to hedge a small portion of our fuel costs during 2009. The volatility of fuel prices experienced in the market place and reflected in our earnings in 2008 subsided somewhat in 2009, and had less of an influence on our earnings.

We evaluate economic fuel expense as described above.

The difference between aircraft fuel expense and economic fuel expense is shown below:


	Years Ended December 31,					Percentage Change
	2008			2009		Percentage Change
	(in thousands, except percentage and per-gallon amounts)
Into-plane fuel expense	$	359,097		$	181,806		(49.4	)%
Less: Cash received from settled derivatives, net of cash settlements paid		(69,876	)		750		—

Economic fuel expense		289,221			182,556		(36.9	)


Fuel gallons consumed		109,562			98,422		(10.2	)

Economic fuel cost per gallon	$	2.64		$	1.85		(29.9	)%

All of the $0.7 million of settlement gain recognized in 2009 was the result of derivative contracts that settled on their originally scheduled maturity dates. We had realized gains of $69.9 million in 2008, which includes $32.1 million on fuel derivatives contracts that settled during the period on their originally scheduled settlement dates. Additionally, in July 2008, we monetized all of our remaining fuel derivatives contracts resulting in realized gains of $23.6 million from contracts with 2008 scheduled maturities and $14.2 million from contracts with 2009 scheduled maturities.

In 2008, we incurred $4.0 million of losses related to loss on sale and leaseback transactions and $0.1 million of net loss on disposal of assets. In 2009, we incurred $1.0 million of losses related to loss on sale and leaseback transactions.

The decrease in salaries, wages and benefits expenses from 2008 to 2009 was primarily due to the reduction of approximately 15% of our workforce that we implemented in 2008, some of which was directly related to reduced capacity and some of which was administrative staff.

We reduced our distribution expense by 9.9%, or $3.7 million, from 2008 to 2009 primarily due to a decrease in revenue. We also increased the percentage of reservations made through our website, www.spirit.com, our most efficient sales distribution channel.

The reduction in aircraft rent for 2009 as well as other operating expenses is correlated to the reduction in aircraft and related expenses, such as aviation insurance and ground handling cost.

The increase in maintenance, materials and repair costs in 2009 is due to various unscheduled aircraft maintenance events that occurred during the year. Due to the young age of our fleet (approximately 3.2 years on average at December 31, 2009), maintenance expense remained very low in 2009.

In July 2008, in response to record high fuel prices and rapidly deteriorating economic conditions, we rapidly restructured our network to optimize profitability. This restructuring included the early termination of seven Airbus A319 aircraft operating leases and workforce reductions resulting in one-time lease fees, severance costs and relocation costs. The reduction to our fleet and workforce helped mitigate the record high jet fuel prices we experienced during 2008. We determined the retirement of these aircraft and the planned reduction and relocation of certain employees met the requirement of an exit activity and accrued a charge in 2008. During 2008, we incurred $17.9 million in net restructuring charges consisting primarily of the costs associated with the return of and write-off of certain leased aircraft assets and liabilities and the accrual for employee severances and relocation charges, slightly offset by the sale of previously written-off MD-80 parts and equipment. We had non-cash write-off charges of $17.2 million and cash payments of $10.7 million. During 2009, we incurred $0.4 million in cash payments related to facility exit costs and severance.

Other (income) expense, net

2010 compared to 2009

We recorded other expense, net of $48.7 million for 2010 compared to other expense, net of $26.2 million for 2009. Related-party interest expense incurred during 2009 and 2010 was $39.3 million and $44.6 million, respectively, and consisted primarily of paid-in-kind interest on notes and preferred stock dividends due to related parties. Non-related party interest expense during 2009 and 2010 was $7.6 million and $5.7 million, respectively.

2009 compared to 2008

We recorded other expense, net of $26.2 million in 2009 compared to other income, net of $15.4 million in 2008, which resulted in a $41.6 million swing from 2008.

In accordance with our 2006 recapitalization agreements, we recognized $19.7 million of gain on debt extinguishment in 2009 as a result of a liquidation value adjustment to the Class A preferred stock required by our 2006 recapitalization agreements, and cancellation of accrued dividends that was triggered by a contingency in our 2006 recapitalization agreements resulting from our net costs related to the disposal of MD-80 aircraft during the period from January 2006 through December 2009 that exceeded a contractually-specified target threshold measured at December 31, 2009.

In 2008, we recognized a $53.7 million gain on extinguishment of debt that was triggered by the occurrence of separate contractual contingencies in our 2006 recapitalization agreements: one based on whether we had a new ratified collective bargaining agreement, or CBA, with our pilots by January 1, 2008, and the other triggered because our unrestricted cash balances at December 31, 2008 had fallen below $35 million and Indigo exercised its right to require all holders of Tranche B Notes to purchase additional Tranche B notes. The agreements provided that the purchase of additional Tranche B notes would adjust the Liquidation Preference of our Class A Preferred Stock held by investment funds managed by Indigo. In accordance with these agreements, the debt extinguishment was a result of the cancellation of 25,000 shares of Class A Preferred Stock held by Indigo and

the reduction of the Liquidation Preference of the remaining 100,000 shares of Class A Preferred Stock held by investment funds managed by Oaktree by an aggregate of $25.2 million from par value of $1,000 plus accrued and unpaid dividends per share to $748 per share, plus accrued and unpaid dividends per share as of December 31, 2008. As of December 31, 2009, the Liquidation Preference was further reduced to $582 plus accrued and unpaid dividends per share as a result of the MD-80 triggered contingency described above. All associated accrued and unpaid dividends associated with the Liquidation Preference reduction were also eliminated.

Interest expense increased by $6.6 million in 2009 over 2008 due to the compounding of paid-in-kind interest on our long-term debt.

All of the amounts recorded in 2008 and 2009 related to extinguishment of debt, and substantially all of the interest expense recorded in 2007, 2008, 2009 and 2010 relates to preferred stock and secured debt instruments held by our principal stockholders that will be repaid, redeemed or exchanged into shares of common stock in connection with the closing of this offering. Accordingly, those amounts are not indicative of amounts to be reported in our statement of operations after the closing of this offering. Please see “Use of Proceeds” and “Capitalization.”

Income Taxes

Our federal net operating loss carryforward, or NOL, was $142.8 million as of December 31, 2009. As of December 31, 2010, we had NOLs for federal income tax purposes of $112.1 million, which will begin to expire in 2023. This amount excludes $10.0 million of NOLs, the use of which is limited under Section 382 of the U.S. Internal Revenue Code, and as a result, we determined this amount would not be able to be utilized. In addition, as of December 31, 2010, we had state NOLs of approximately $41.9 million, which can be used to offset future state taxable income.

At December 31, 2009, we had recorded a full valuation allowance against existing net deferred tax assets. In 2010, we determined that, under generally accepted accounting principles, the valuation allowance should be reduced by $52.8 million, which we recognized as a deferred tax benefit.

Quarterly Financial Data (unaudited)


	Three Months Ended
	March 31, 2008		June 30, 2008			September 30, 2008			December 31, 2008		March 31, 2009		June 30, 2009		September 30, 2009		December 31, 2009		March 31, 2010		June 30, 2010			September 30, 2010		December 31, 2010
	(in thousands except share and per share amounts)																				Restated (4)			Restated (4)
Total operating revenue	$	203,321	$	204,803		$	203,025		$	176,108	$	170,028	$	180,407	$	178,608	$	170,994	$	184,051	$	177,359		$	203,655	$	216,200
Passenger		177,731		173,961			164,636			141,120		133,628		137,335		136,319		128,899		136,909		126,372			138,232		136,456
Non-ticket		25,590		30,842			38,389			34,988		36,400		43,072		42,289		42,095		47,142		50,987			65,423		79,744
Operating income (loss)		9,538		27,165			(39,569	)		21,157		30,683		34,681		25,938		20,107		24,124		1,791			20,982		21,976
Net income (loss)	$	50,888	$	16,998		$	(48,410	)	$	13,783	$	18,709	$	22,817	$	14,282	$	27,885	$	11,276		$ (10,066	)	$	61,740	$	9,531

Earnings Per Share:
Basic	$	1.98	$	0.66		$	(1.88	)	$	0.53	$	0.72	$	0.88	$	0.55	$	1.07	$	0.43	$	(0.38	)	$	2.35	$	0.36
Diluted	$	1.98	$	0.66		$	(1.88	)	$	0.53	$	0.72	$	0.88	$	0.55	$	1.05	$	0.42	$	(0.38	)	$	2.33	$	0.36
Weighted average shares outstanding
Basic		25,735,054		25,752,225			25,801,971			25,830,239		25,849,756		25,893,313		25,925,378		25,973,102		26,056,908		26,164,318			26,240,764		26,270,129
Diluted		25,723,003		25,860,838			25,801,971			26,027,606		25,970,559		26,013,956		26,003,584		26,478,899		26,760,781		26,164,318			26,524,727		26,677,645
Other financial data (unaudited):
EBITDA (1)	$	61,056	$	28,110		$	(38,406	)	$	25,226	$	31,772	$	35,914	$	26,997	$	41,063	$	25,460	$	3,176		$	22,477		23,186
Adjusted EBITDA (1)		4,429		(6,817	)		34,452			22,952		32,109		35,482		29,224		20,022		25,103		5,618			20,623		22,894
Adjusted EBITDAR (1)		33,597		21,150			60,422			45,452		54,859		58,458		51,319		42,175		47,679		30,554			46,110		51,303

Quarterly Financial Data (unaudited) - (Continued)


	Three Months Ended
	March 31, 2008			June 30, 2008			September 30, 2008			December 31, 2008			March 31, 2009			June 30, 2009			September 30, 2009			December 31, 2009			March 31, 2010			June 30, 2010			September 30, 2010			December 31, 2010
																												Restated (4)			Restated (4)
Other operating statistics
Aircraft at end of period		36			35			28			28			28			28			28			28			29			31			32			32
Airports served		39			43			43			39			40			39			38			39			39			39			39			39
Average daily Aircraft utilization (hours)		12.2			12.9			12.7			12.4			12.9			13.3			13.2			12.7			13.0			12.1			13.1			12.9
Average stage length (miles)		923			911			929			942			921			933			933			936			942			928			940			952
Passenger flight segments (thousands)		1,761			1,879			1,813			1,523			1,483			1,630			1,692			1,521			1,526			1,611			1,910			1,905
Revenue passenger miles (RPMs) (thousands)		1,678,406			1,746,837			1,711,411			1,463,155			1,414,086			1,552,410			1,617,809			1,454,759			1,464,645			1,519,609			1,824,795			1,855,346
Available seat miles (ASMs) (thousands)		2,118,474			2,210,862			2,116,581			1,816,314			1,804,457			1,918,505			1,929,990			1,832,189			1,820,131			1,905,053			2,194,099			2,200,640
Load factor		79.2	%		79.0	%		80.9	%		80.6	%		78.4	%		80.9	%		83.8	%		79.4	%		80.5	%		79.8	%		83.2	%		84.3	%
Average ticket revenue per passenger flight segment	$	100.91		$	92.58		$	90.79		$	92.68		$	90.13		$	84.27		$	80.58		$	84.76		$	89.74		$	78.43		$	72.38			71.62
Average non-ticket revenue per passenger flight segment	$	14.53		$	16.41		$	21.17		$	22.98		$	24.55		$	26.43		$	25.00b		$	27.68		$	30.90		$	31.64		$	34.26			41.86
Operating revenue per ASM (RASM) (cents)		9.60			9.26			9.59			9.70			9.42			9.40			9.25			9.33			10.11			9.31			9.28			9.82
CASM (cents)		9.15			8.03			11.46			8.53			7.72			7.60			7.91			8.24			8.79			9.22			8.33			8.83
CASM excluding restructuring, or Adjusted CASM (cents) (2) (3)		9.63			9.62			8.04			8.50			7.71			7.63			7.86			8.36			8.82			9.10			8.43			8.86
Adjusted CASM ex fuel (cents) (2)		5.82			5.41			5.18			5.46			5.73			5.37			5.17			5.56			5.83			6.03			5.42			5.62
Fuel gallons consumed (thousands)		28,794			29,409			27,751			23,608			23,522			25,183			25,523			24,194			24,200			24,965			28,791			28,672
Average economic fuel cost per gallon	$	2.80		$	3.17		$	2.18		$	2.34		$	1.53		$	1.72		$	2.03		$	2.12		$	2.25		$	2.34		$	2.30			2.48

(1)

EBITDA, Adjusted EBITDA and Adjusted EBITDAR are included as supplemental disclosures because we believe they are useful indicators of our operating performance. Derivations of EBITDA and EBITDAR are well recognized performance measurements in the airline industry that are frequently used by investors, securities analysts and other interested parties in comparing the operating performance of companies in our industry. Adjusted EBITDA eliminates several significant items historically reflected in our statement of operations, but which will not be relevant after the closing of the offering contemplated by this prospectus, including interest expense on indebtedness and gain on extinguishment of Notes and Preferred Stock to be repaid or redeemed, or exchanged for common stock, in connection with this offering, management fees we will cease paying after the completion of this offering and expenses of this offering unrelated to our continuing operations. We have also adjusted for stock-based compensation expenses, the amount of which is dependent on market comparables, and other non-operating matters that are outside of our control and thus not indicators of our ongoing operating performance. Adjusted EBITDA also eliminates charges from two significant restructuring programs involving the accelerated conversion of our entire fleet from MD-80 family aircraft to Airbus A320 family aircraft and a reduction in the fleet in mid-2008 in response to record high fuel prices and rapidly deteriorating economic conditions, both of which we believe are unique events unrelated to our ongoing operating activities. Further, we believe Adjusted EBITDAR is useful in evaluating our operating performance compared to our competitors because its calculation isolates the effects of financing in general, the accounting effects of capital spending and acquisitions (primarily aircraft, which may be acquired directly, directly subject to acquisition debt, by capital lease or by operating lease, each of which is presented differently for accounting purposes), and income taxes, which may vary significantly between periods and for different companies for reasons unrelated to overall operating performance. We also use Adjusted EBITDA and Adjusted EBITDAR to establish performance measures for executive compensation purposes. However, because derivations of EBITDA, Adjusted EBITDA and Adjusted EBITDAR are not determined in accordance with GAAP, such measures are susceptible to varying calculations and not all companies calculate the measures in the same manner. As a result, derivations of EBITDA as presented may not be directly comparable to similarly titled measures presented by other companies.

The following table represents the reconciliation of EBITDA, Adjusted EBITDA and Adjusted EBITDAR to net income (loss) for the periods indicated below:


	Three Months Ended
	March 31, 2008			June 30, 2008			September 30, 2008			December 31, 2008			March 31, 2009			June 30, 2009			September 30, 2009			December 31, 2009			March 31, 2010			June 30, 2010 (g)			September 30, 2010 (g)			December 31, 2010 (g)
	(in thousands)																											Restated (4)			Restated (4)
Reconciliation:
Net income (loss)	$	50,888		$	16,998		$	(48,410	)	$	13,783		$	18,709		$	22,817		$	14,282		$	27,885		$	11,276		$	(10,066	)	$	61,740		$	9,531
Plus (minus):
Interest expense		9,898			9,939			9,972			10,436			11,929			11,731			11,659			11,573			12,772			12,667			12,568			12,306
Capitalized interest		(440	)		434			(160	)		—			(220	)		(237	)		(247	)		(247	)		(237	)		(293	)		(397	)		(564	)
Interest income		(823	)		(437	)		(474	)		(242	)		(118	)		(102	)		(78	)		(47	)		(60	)		(99	)		(83	)		(86	)
Provision/(benefit) for income taxes		594			198			(565	)		161			343			418			261			511			339			(463	)		(52,869	)		697
Depreciation and amortization		939			978			1,231			1,088			1,129			1,287			1,120			1,388			1,370			1,430			1,518			1,302

EBITDA		61,056			28,110			(38,406	)		25,226			31,772			35,914			26,997			41,063			25,460			3,176			22,477			23,186

Gain on extinguishment of debt (a)		(50,645	)		—			—			(3,028	)		—			—			—			(19,711	)		—			—			—			—
Management fees (b)		200			200			200			200			200			200			200			200			200			200			200			200
Equity based stock compensation (c)		1			2			1			2			1			1			3			108			42			40			326			161
Restructuring (d)		(228	)		(1,022	)		18,331			821			133			34			(301	)		(258	)		(20	)		(57	)		214			484
Transaction expenses (e)		—			—			—			—			—			—			—			720			—			—			—			—
Unrealized mark-to-market gains and losses (f)		(9,932	)		(34,051	)		54,161			(305	)		—			(667	)		1,313			(2,095	)		(628	)		2,294			(2,594	)		(1,137	)
Loss on disposal of assets		3,977			(56	)		165			36			3			—			1,012			(5	)		49			28			—			—

Adjusted EBITDA		4,429			(6,817	)		34,452			22,952			32,109			35,482			29,224			20,022			25,103			5,681			20,623			22,894

Aircraft rentals		29,168			27,967			25,970			22,500			22,750			22,976			22,095			22,153			22,576			24,873			25,487			28,409

Adjusted EBITDAR	$	33,597		$	21,150		$	60,422		$	45,452		$	54,859		$	58,458		$	51,319		$	42,175		$	47,679		$	30,554		$	46,110		$	51,303

(a)

(b)

Management fees include annual fees we paid to our sponsors pursuant to professional services agreements which will be terminated in connection with the closing of this offering, and the reimbursement of certain expenses incurred thereunder. Please see “Use of Proceeds” and “Certain Relationships and Related Transactions.”

(c)

Equity based stock compensation is a non-cash expense relating to our equity based compensation program.

(d)

Restructuring charges include: (i) for 2008 and 2009, amounts relating to the early termination in mid-2008 of leases for seven Airbus A319 aircraft, a related reduction in workforce and the exit facility costs associated with returning planes to lessors in mid-2008; (ii) for 2009 and 2010, amounts relating to the sale of previously-expensed MD-80 parts and (iii) for 2010, amounts relating to exit facility costs associated with moving our Detroit, Michigan maintenance operations to Fort Lauderdale, Florida. For more information, please see “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Our Operating Expenses—Restructuring Charges.”

(e)

Transaction expenses include professional fees incurred in connection with an acquisition transaction that was not completed.

(f)

Unrealized mark-to-market gains and losses is comprised of non-cash adjustments to aircraft fuel expenses.

(g)

Reflects the effects of our June 2010 pilot strike. We estimate that the strike had a net negative impact on our operating income for 2010 of approximately $24 million consisting of $19.2 million in the second quarter of 2010, $5.5 million in the third quarter of 2010 and $(0.7) million in the fourth quarter of 2010. The fourth quarter amount represents the recovery of an insurance amount not previously accrued. Please see “Management’s Discussion and Analysis of Financial Condition and Results of Operations—June 201 Pilot Strike.”

(2)

Excludes restructuring credits of $0.2 million (0.01 cents per ASM) in the three months ended March 31, 2008 and $1.0 million (0.05 cents per ASM) in the three months ended June 30, 2008, restructuring charges of $18.3 million (0.87 cents per ASM) in the three months ended September 30, 2008, $0.8 million (0.05 cents per ASM) in the three months ended December 31, 2008, $0.1 million (less than 0.01 cents per ASM) in the three months ended March 31, 2009, less than $0.1 million (less than 0.01 cents per ASM) in the three months ended June 30, 2009, and restructuring credits of $0.3 million (0.02 cents per ASM) in the three months ended September 30, 2009, $0.3 million (less than 0.01 cents per ASM) in the three months ended December 31, 2009, less than $0.1 million (less than 0.01 cents per ASM) in the three months ended March 31, 2010, less than $0.1 million (less than 0.01 cents per ASM) in the three months ended June 30, 2010, restructuring charges of $0.2 million (less than 0.01 cents per ASM) in the three months ended September 30, 2010 and $0.5 million (0.02 cents per ASM) in the three months ended December 31, 2010. These amounts are excluded from all calculations of Adjusted CASM provided in this prospectus. Please see “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Our Operating Expenses—Restructuring Charges.”

(3)

Excludes unrealized mark-to-market (gains) and losses of ($9.9) million ((0.47) cents per ASM) in the three months ended March 31, 2008, ($34.1) million ((1.54) cents per ASM) in the three months ended June 30, 2008, $54.2 million (2.56 cents per ASM) in the three months ended September 30, 2008, ($0.3) million ((0.02) cents per ASM) in the three months ended December 31, 2008, ($0.7) million ((0.03) cents per ASM) in the three months ended June 30, 2009, $1.3 million (0.07 cents per ASM) in the three months ended September 30, 2009, ($2.1) million ((0.11) cents per ASM) in the three months ended December 31, 2009, ($0.6) million ((0.03) cents per ASM) in the three months ended March 31, 2010, $2.3 million (0.12 cents per ASM) in the three months ended June 30, 2010, ($2.6) million ((0.12) cents per ASM) in the three months ended September 30, 2010 and ($1.1) million ((0.05) cents per ASM) in the three months ended December 31, 2010. Please see “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Our Operating Expenses—Critical Accounting Policies and Estimates.”

(4)

We have restated our condensed quarterly statements of operations set forth above to correct our accounting for voucher liabilities, which affected passenger revenue in the quarter and six months ended June 30, 2010 and the quarter and nine months ended September 30, 2010 as previously reported in pre-effective amendments to the registration statement of which this prospectus is a part. The restatement also impacts the amount of air traffic liability reported on our balance sheets as of June 30, 2010 and September 30, 2010. The restatement does not impact operating cash flows for any period. The restatement does not affect any annual or interim periods prior to the second quarter of 2010.

The condensed financial statements were restated only to reflect the adjustment described below and do not reflect events occurring after September 17, 2010 or November 18, 2010, the date of the filing of amendments to our registration statement that presented periods ended June 30, 2010 and September 30, 2010, respectively. The restatement also does not modify or update disclosures in the registration statement or the condensed financial statements that have been affected by subsequent events.

During the preparation of our 2010 annual financial statements, we became aware of an error in the calculation of our voucher liability, resulting in an overstatement of voucher liability (included within “air traffic liability” in our balance sheet) and an understatement of revenues in our June 30, 2010 condensed financial statements and an understatement in voucher liability and an overstatement in revenues in our September 30, 2010 condensed financial statements.

The following table sets forth the effects of the restatement on certain line items within the previously reported quarterly financial data (in thousands, except per share data):


Quarterly Financial Data (Unaudited)
	Three Months Ended
	June 30, 2010						September 30, 2010
	Previously Reported			Restated			Previously Reported		Restated
Total operating revenue	$	173,395		$	177,359		$	205,261	$	203,655

Passenger		122,408			126,372			139,838		138,232
Non-ticket		50,987			50,987			65,423		65,423
Operating income (loss)		(2,173	)		1,791			22,588		20,982

Net income		(14,030	)		(10,066	)		63,346		61,740

Earnings Per Share:
Basic	$	(0.54	)	$	(0.38	)	$	2.41	$	2.35
Diluted	$	(0.54	)	$	(0.38	)	$	2.37	$	2.33

The following table sets forth the effects of the restatement on certain line items included within the previously reported interim financial statements (in thousands, except per share data):

Statements of Operations

(In Thousands, except per share data)

(unaudited)


	Six Months Ended June 30, 2010								Nine Months Ended September 30, 2010
	Previously Reported			Adjustment		Restated			Previously Reported			Adjustment		Restated
Operating revenues:
Passenger	$	259,317		$	3,964	$	263,281		$	399,155		$	2,358	$	401,513
Non-ticket		98,129			—		98,129			163,552			—		163,552

Total operating revenues		357,446			3,964		361,410			562,707			2,358		565,065

Expenses:
Aircraft fuel		114,606			—		114,606			178,159			—		178,159
Salaries, wages and benefits		74,784			—		74,784			114,719			—		114,719
Aircraft rent		47,449			—		47,449			72,936			—		72,936
Landing fees and other rents		22,612			—		22,612			35,651			—		35,651
Distribution		19,515			—		19,515			30,421			—		30,421
Maintenance, materials and repairs		12,406			—		12,406			20,644			—		20,644
Depreciation and amortization		2,799			—		2,799			4,317			—		4,317
Other operating		41,324			—		41,324			61,107			—		61,107
Loss on disposal of assets		77			—		77			77			—		77
Restructuring		(77	)		—		(77	)		137			—		137

Total operating expenses		335,495			—		335,495			518,168			—		518,168

Operating income		21,951			3,964		25,915			44,539			2,358		46,897
Other expense (income):
Interest expense		25,439			—		25,439			38,007			—		38,007
Capitalized interest		(530	)		—		(530	)		(927	)		—		(927	)
Interest income		(159	)		—		(159	)		(242	)		—		(242	)
Other expense		79			—		79			102			—		102

Total other (income) expense		24,829			—		24,829			36,940			—		36,940

Income before income taxes		(2,878	)		3,964		1,086			7,599			2,358		9,957
Provision (benefit) for income taxes		(124	)		—		(124	)		(52,993	)		—		(52,993	)

Net income	$	(2,754)		$	3,964	$	1,210		$	60,592		$	2,358	$	62,950

Net income per share, basic	$	(0.11)		$	0.16	$	0.05		$	2.32		$	0.09	$	2.41

Net income per share, diluted	$	(0.11)		$	0.16	$	0.05		$	2.27		$	0.09	$	2.36

Balance Sheets

(In Thousands)

(unaudited)


	As of June 30, 2010									As of September 30, 2010
	Previously Reported			Adjustments			Restated			Previously Reported			Adjustments			Restated
Assets
Current assets:
Cash and cash equivalents	$	71,872		$	—		$	71,872		$	73,658		$	—		$	73,658
Restricted cash		80,256			—			80,256			78,886			—			78,886
Accounts receivable, less allowance of $300 and $55 at June 30, 2010, and September 30, 2010, respectively		11,964			—			11,964			11,858			—			11,858
Deferred income taxes		—			—			—			50,285			—			50,285
Other current assets		18,285			—			18,285			26,890			—			26,890

Total current assets		182,377			—			182,377			241,577			—			241,577
Property and equipment:
Flight equipment		3,845			—			3,845			3,850			—			3,850
Ground equipment		37,075			—			37,075			38,110			—			38,110
Less accumulated depreciation		(22,296	)		—			(22,296	)		(22,993	)		—			(22,993	)

		18,624			—			18,624			18,967			—			18,967

Deposits on flight equipment purchase contracts		22,573			—			22,573			33,320			—			33,320
Prepaid aircraft maintenance to lessors		108,797			—			108,797			113,701			—			113,701
Long-term deferred income taxes		—			—			—			3,188			—			3,188
Security deposits and other long-term assets		39,483			—			39,483			38,125			—			38,125

Total assets	$	371,854		$	—		$	371,854		$	448,878		$	—		$	448,878

Liabilities and shareholders’ deficit
Current liabilities:
Accounts payable	$	13,589		$	—		$	13,589		$	16,844		$	—		$	16,844
Air traffic liability		113,199			(3,964	)		109,235			109,175			(2,358	)		106,817
Other current liabilities		77,134			—			77,134			90,122			—			90,122
Current maturities of long-term debt		3,240			—			3,240			3,240			—			3,240

Total current liabilities		207,162			(3,964	)		203,198			219,381			(2,358	)		217,023
Deferred credits and other long-term liabilities		29,149			—			29,149			29,110			—			29,110
Due to related parties, less current maturities		227,026			—			227,026			227,026			—			227,026
Long-term debt, less current maturities		11,966			—			11,966			11,966			—			11,966
Mandatorily redeemable preferred stock		77,350			—			77,350			78,522			—			78,522
Shareholders’ deficit					—									—
Common stock Class A		2			—			2			2			—			2
Common stock Class B		1			—			1			1			—			1
Additional paid-in-capital		189			—			189			515			—			515
Treasury stock		—			—			—			—			—			—
Accumulated deficit		(180,991	)		3,964			(177,027	)		(117,645	)		2,358			(115,287	)

Total shareholders’ deficit		(180,799	)		3,964			(176,835	)		(117,127	)		2,358			(114,769	)

Total liabilities and shareholders’ deficit	$	371,854		$	—		$	371,854		$	448,878		$	—		$	448,878

LIQUIDITY AND CAPITAL RESOURCES

Our primary source of liquidity is cash provided by operations, with our primary uses of liquidity being working capital and capital expenditures.

Our total cash, including cash and cash equivalents and restricted cash totaled $138.7 million, and $155.5 million at December 31, 2009 and 2010, respectively. Restricted cash represents cash collateral related to our “air traffic liability,” or ATL, held by credit card processors.

Our credit card processors have historically required holdbacks or collateral, which we record as restricted cash, when future air travel and other future services are purchased via credit card transactions. The required holdback is the percentage of our overall credit card sales that our card processors hold to cover refunds to customers if we fail to fulfill our flight obligations. Each credit card processor currently requires us to maintain cash collateral equal to approximately 100% of our ATL. Our restricted cash balance at December 31, 2010 increased $20.2 million to $72.7 million from the balance at December 31, 2009 of $52.5 million, which primarily reflects an increase in our ATL and an increase in letters of credit issued. In July 2009, we changed our Visa and Mastercard credit card processor, which resulted in improved holdback terms and a more favorable transaction rate.

At December 31, 2008, the required holdback or collateral held by our credit card processor for Visa and Mastercard transactions was partially satisfied by a $30 million letter of credit issued in favor of the processor. We pay the provider of the letter of credit monthly interest at a rate of 17% per annum. Certain funds managed by Oaktree and Indigo have provided guarantees in favor of the letter of credit provider, and we agreed to pay a commitment fee equal to 17% per annum on these guarantees. In September 2010, we renewed the letter of credit for an additional term expiring in April 2011 in an amount equal to $15.0 million. When this letter of credit is retired, the related guarantees will be released and any unpaid fees will become due. As of December 31, 2010, accrued but unpaid commitment fees payable to Indigo and Oaktree were $4.9 million in the aggregate.

In recent years, our short-term capital needs have been funded primarily by cash from operations. Our most significant capital needs are to fund the acquisition costs of our aircraft, including PDPs relating to future deliveries, which are required starting 24 months prior to each delivery date. To conserve our capital, we operate all of our current 35 aircraft under operating leases. Future deliveries will be financed based on market conditions, our liquidity and available capital resources. We do not presently have financing commitments for any of the 33 A320-family aircraft scheduled for delivery in 2011 through 2015 under our agreement with Airbus.

Net Cash Flows From (Used In) Operating Activities . Operating activities in 2010 provided $27.0 million in cash as compared to $69.1 million in cash for 2009. The decrease is mainly due to lower profitability as a result of an increase in the price of fuel during 2010 as compared to 2009 and the effects of the June 2010 pilot strike. Additionally, we paid $26.9 million and $35.7 million in maintenance reserves, net of reimbursement, to our lessors for 2009 and 2010, respectively, which we recorded as prepaid aircraft maintenance to lessors.

During 2009, net cash provided by operating activities was $69.1 million as compared to cash used in operating activities during 2008 of $51.9 million. The variance is primarily due to increased profitability driven by lower cost of fuel. Also contributing to increased cash flows in 2009 was a reduction in fleet size for full year 2009 as compared to 2008, a decrease in credit card holdback reserves during 2009, offset by cash received on the monetization of our fuel hedge contracts during 2008.

Net Cash Flows Provided By (Used In) Investing Activities . During 2010, our investing activities used net cash of $30.5 million, compared to $2.3 million of net cash received during the 2009. During 2010, we paid PDPs, net of refunds, of $25.5 million and had capital expenditures of $5.3 million, offset by $0.3 million of proceeds from the sale of retired equipment. During 2009, we paid $2.4 million in PDPs, net of refunds, and $14.8 million for capital expenditures, offset by $19.5 million of proceeds from the sale of retired equipment.

During 2009, we received net cash of $2.3 million from investing activities. We paid $12.0 million for the remaining purchase price on two engines that we later sold in a sale and leaseback transaction for $18.7 million, we received $0.8 million on the sale of retired equipment, and we paid $2.4 million in PDPs, net of refunds, and $2.8 million in general capital expenditures. Our investing activities in 2008 provided net cash of $9.7 million.

Net Cash Flows Provided By (Used In) Financing Activities . During 2009 and 2010, cash used in financing activities consisted of principal payments on secured long-term notes and payments under capital leases.

Commitments and Contractual Obligations

The following table discloses aggregate information about our contractual obligations as of December 31, 2010 and the periods in which payments are due (in millions):


	Total		Less than 1 year		1 to 3 years		3 to 5 years		More than 5 years
Debt (1)	$	361	$	23	$	338	$	—	$	—
Operating lease obligations		993		125		252		246		370
Flight equipment purchase obligations		1,425		117		634		655		19

Total future payments on contractual obligations (2)	$	2,779	$	265	$	1,224	$	901	$	389

(1)	Includes scheduled interest payments. All of this debt will be repaid or exchanged for common stock in connection with this offering. For more information about our debt, please see “Use of Proceeds,” “Capitalization” and “Description of Principal Indebtedness.”

(2)	Does not include contractual payments to the Pre-IPO Stockholders under the Tax Receivable Agreement (estimated to be approximately $39.1 million as of December 31, 2010). Please see “—Our Income Taxes.”

Off-Balance Sheet Arrangements

We have significant obligations for aircraft that are classified as operating leases and therefore are not reflected on our balance sheet. As of December 31, 2010, all 32 aircraft in our fleet were subject to operating leases. These leases expire between 2017 to 2022. Aircraft rent payments related to operating leases were $104.0 million in 2008, $95.5 million in 2009 and $103.4 million in 2010. Our aircraft lease payments are fixed rate obligations except four of the leases provide for variable rent payments, which fluctuate based on changes in LIBOR (London Interbank Offered Rate).

Our contractual purchase commitments consist primarily of aircraft and spare engine acquisitions through manufacturers and aircraft leasing companies. As of December 31, 2010, our firm aircraft orders consisted of 13 Airbus A319 aircraft (which we are permitted to convert to A320 aircraft at our election), 20 Airbus A320 aircraft and six spare engines. Our aircraft are scheduled for delivery through 2015, and our spare engines are scheduled for delivery in the period 2011 through 2018. Committed expenditures for these aircraft and related flight equipment, including estimated amounts for contractual price escalations and PDPs, will be approximately $117 million in 2011, $313 million in 2012, $322 million in 2013, $301 million in 2014, $354 million in 2015 and $19 million in 2016 and beyond. We also leased three additional new A320 aircraft from independent leasing companies under operating leases, which were delivered in January and February 2011.

Market Risk-Sensitive Instruments and Positions

We are subject to certain market risks, including commodity prices (specifically aircraft fuel). The adverse effects of changes in these markets could pose a potential loss as discussed below. The sensitivity analysis provided below does not consider the effects that such adverse changes may have on overall economic activity, nor does it consider additional actions we may take to mitigate our exposure to such changes. Actual results may differ.

Aircraft Fuel . Our results of operations can vary materially due to changes in the price and availability of aircraft fuel. Aircraft fuel expense for the years ended December 31, 2008, 2009 and 2010 represented approximately 38.9%, 30.8% and 34.8% of our operating expenses. Increases in aircraft fuel prices or a shortage of supply could have a material adverse effect on our operations and operating results. We source a significant portion of our fuel from refining resources located in the southeast United States, particularly facilities adjacent to the Gulf of Mexico. Gulf Coast fuel is subject to volatility and supply disruptions, particularly during hurricane season when refinery shutdowns have occurred, or when the threat of weather related disruptions has caused Gulf Coast fuel prices to spike above other regional sources. During hurricane season (August through October), we often use basis swaps, priced using West Texas Intermediate or Heating Oil indexes, to protect the refining price risk between the price of crude oil and the price of refined jet fuel. In addition to other fuel derivative contracts, we have historically protected approximately 45% of our forecasted fuel requirements during hurricane season using basis swaps. Gulf Coast Jet indexed fuel is the basis for a substantial majority of our fuel consumption. Based on our annual fuel consumption, a 10% increase in the average price per gallon of aircraft fuel for 2010 would have increased aircraft fuel expense for 2010 by approximately $24.8 million. To attempt to manage fuel price risk, from time to time we use jet fuel option contracts or swap agreements and basis swaps to mitigate a portion of the crack spread between crude and jet fuel. As of December 31, 2010, we had entered into fuel derivative contracts for approximately 10% of our forecasted aircraft fuel requirements through the end of 2011, with all of our existing fuel hedge contracts expected to settle by the end of September 2011.

The fair value of our fuel derivative contracts as of December 31, 2009 and December 31, 2010 was a $1.4 million and $2.1 million net asset, respectively. We measure our financial derivative instruments at fair value. Fair value of the instruments is determined using standard option valuation models. We measure the fair value of the derivative instruments based on either quoted market prices or values provided by the counterparty. Changes in the related commodity derivative instrument cash flows may change by more or less than this amount based upon further fluctuations in futures prices. Outstanding financial derivative instruments expose us to credit loss in the event of nonperformance by the counterparties to the agreements. However, we do not expect the counterparties to fail to meet their obligations. As of December 31, 2010, we believe the credit exposure related to these fuel forward contracts was negligible.

Interest Rates . We have market risk associated with changing interest rates due to LIBOR-based lease rates on four of our aircraft. A hypothetical 10% change in interest rates in 2010 would affect total aircraft rent expense in 2011 by less than $0.1 million.

Our long-term debt consists of fixed rate notes payable. A hypothetical 10% change in market interest rates as of December 31, 2010, would not have a material effect on the fair value of our fixed rate debt instruments.

INDUSTRY BACKGROUND

Industry Participants

Three main categories of passenger airlines operate in the markets in which we compete: the traditional or legacy network airlines, domestic regional airlines and low-cost carriers. The passenger airline industry in the United States has been dominated historically by the traditional network carriers, which presently consist of American Airlines, Delta Air Lines, United Airlines and US Airways. These airlines offer scheduled flights to most large cities within the United States and abroad (directly or through membership in an alliance such as OneWorld, SkyTeam or Star Alliance) and also serve numerous smaller cities. These carriers operate mainly through a “hub and spoke” network route system. This system concentrates most of an airline’s operations in a limited number of hub cities, serving other destinations in the system by providing one-stop or connecting service through hub airports to end destinations on the spokes. Such an arrangement permits travelers to fly from a given point of origin to more destinations without switching airlines. Hub airports permit carriers to transport passengers between large numbers of destinations more efficiently than if each route were served directly. Traditional network airlines typically have higher cost structures than other airlines due to, among other things, higher labor costs, flight crew and aircraft scheduling inefficiencies, concentration of operations in higher cost airports, and the offering of multiple classes of services, including multiple premium classes of service.

Regional airlines, such as Air Wisconsin, American Eagle, Comair, Horizon, Mesa, Mesaba, Pinnacle, Republic and SkyWest, typically operate smaller aircraft on lower-volume routes than the network airlines and most low-cost airlines. Several regional airlines are wholly-owned subsidiaries of major network airlines. In contrast to low-cost airlines, regional airlines generally do not try to establish an independent route system to compete with the major airlines. Rather, regional airlines typically enter into cooperative marketing relationships with one or more major airlines under which the regional airline agrees to use its smaller, lower-cost aircraft to carry passengers booked and ticketed by the major airline between a city served by a major airline and a smaller outlying location. In exchange for such services, the regional airline is either paid a fixed-fee per flight by the major airline or receives a pro-rata portion of the total fare generated in a given market.

Low-cost carriers largely developed in the wake of deregulation of the U.S. airline industry in 1978, which permitted competition on many routes for the first time and thereby introduced fare competition on those routes. The largest airlines based in the United States that define themselves as low-cost carriers include Southwest Airlines, JetBlue Airways, AirTran Airways, Allegiant Travel Company, Frontier Airlines (now owned by Republic Airlines) Virgin America. Southwest Airlines and AirTran Airways have announced their intention to merge. Low-cost carriers generally offer a more basic service to travelers and have lower cost structures than traditional network airlines. The lower cost structure of low-cost airlines permits them to offer flights to and from many of the same markets as the major airlines, but at lower prices. Low-cost carriers typically fly direct, point-to-point flights, a system that tends to improve aircraft and crew scheduling efficiency, but results in somewhat less convenient flight schedules and services to fewer markets compared to the hub-and-spoke system used by traditional network airlines. In addition, low-cost carriers often serve major markets through secondary, lower cost airports in the same region as those major population markets. Many low-cost carriers provide only a single class of service, thereby avoiding the significant incremental cost of offering premium-class services. Finally, low-cost carriers tend to operate fleets with only one or at most two aircraft families, in order to maximize the utilization of flight crews across the fleet, improve aircraft scheduling flexibility and to minimize inventory and aircraft maintenance costs.

In recent years, most of the traditional network carriers have undergone significant financial restructuring, including insolvencies, mergers and consolidations. These restructurings have allowed them to reduce high labor costs, restructure debt, modify or terminate pension plans and generally reduce their cost structure, increase workforce flexibility and provide innovative offerings similar to those of the low-cost carriers, while still maintaining their expansive route networks, alliances and frequent flier programs. One result of the restructuring of the network carriers is that the difference in the cost structures, and the competitive advantage previously

enjoyed by low-cost airlines, has somewhat diminished. We believe this trend has provided an opportunity for the introduction of the ultra low-cost carrier, or ULCC, business model in the United States as a subset of the more mature group of low-cost carriers. The ULCC business model involves, among other things, intense focus on efficient asset utilization, unbundling of services from the basic fare and offering them as optional, ancillary services for additional fees, high density seating configuration and high aircraft utilization. In addition to ourselves, other carriers executing a similar ULCC-strategy include Ryanair in Europe and Tiger Airways in Asia.

United States to Caribbean and Latin American Passenger Aviation Market

Based on DOT data, the total current U.S. to Caribbean/Latin American passenger aviation market is approximately $15.4 billion, and we believe approximately $12.3 billion of this market is within the non-stop reach of our aircraft from the United States. Of this $12.3 billion, it is estimated that $5.2 billion represents traffic between the United States and the Caribbean; $3.5 billion represents traffic between the United States and Mexico; $1.6 billion represents traffic between the United States and Central America (excluding Mexico); and $2.0 billion represents traffic between the United States and the northern half of South America, which our aircraft can reach on a non-stop basis.

According to aggregated data from the DOT and GDSs, approximately 55.1 million passengers traveled between the United States and the total Caribbean/Latin America market in the twelve months ended December 31, 2009. Traffic between the total Caribbean/Latin America market and the United States grew at a compound annual growth rate, or CAGR, of 2.2% between 2004 and 2009, compared to a CAGR of (0.7%) in the domestic United States during the same period. The chart below details the passenger traffic between the Caribbean/Latin America and the United States in 2009 and the market size of these markets.


	12 Months Ended December 31, 2009 Traffic Results (1)		2004-2009 CAGR			Market Size (in billions)
	Passengers (in millions)		2004-2009 CAGR			Market Size (in billions)
International Service:
United States to and from Central America		6.4		3.7	%	$	1.6
United States to and from South America		10.2		6.6	%		5.1
United States to and from Mexico		15.6		0.6	%		3.5
United States to and from Caribbean		22.9		1.2	%		5.2

Total International Scheduled Service		55.1		2.2	%	$	15.4

Total United States Domestic Service		396.1		(0.7	)%	$	66.4

(1)	Sources: U.S. Department of Transportation and Global Distribution Systems.

We believe airline passenger traffic between the United States and the Caribbean and Latin America is influenced by economic growth and per capita wealth of the country from which the passenger is traveling. GDP in the Caribbean and Latin America grew at a CAGR of 4.8% between 2004 and 2009 compared to a CAGR of 2.2% in the United States during the same period.

In the United States, the Caribbean and Latin America, the scheduled passenger service market consists of three principal groups of travelers: business travelers, leisure travelers, and travelers visiting friends and relatives, or VFR. Leisure travelers and VFR travelers typically place most of their emphasis on lower fares, whereas business travelers typically place a high emphasis on flight frequency, scheduling flexibility, breadth of network and service enhancements, including loyalty programs and airport lounges, as well as price.

VFR traffic is an important component of the traffic in the regions we serve and is an important contributor to our non-ticket revenue production. The U.S. Department of Commerce indicates that 35% and 23% of Caribbean and Central American visitors to the United States indicate VFR as the purpose of their trip, versus 21% for all visitors. New York and South Florida, two of our important markets, have a large concentrations of people of Caribbean and Latin American descent who form a significant portion of this core customer demographic. VFR passengers travel for a number of reasons, including social visits and to take advantage of the breadth of shopping opportunities and product availability at comparatively low prices and availability of personal and business services in the United States. Historically, baggage volume per passenger is considerably higher on many of our Caribbean and Latin American routes, due, we believe, to VFR travelers carrying goods to and from the United States.

BUSINESS

Overview

Spirit Airlines is an ultra low-cost, low-fare airline based in Fort Lauderdale, Florida that provides affordable travel opportunities principally to and from South Florida, the Caribbean and Latin America. Our targeted growth markets have historically been underserved by low-cost carriers, which we believe provides us sustainable expansion opportunities. Our ULCC, business model allows us to offer a low-priced basic service combined with a range of optional services for additional fees, targeting price-sensitive leisure travelers and VFR travelers. Notwithstanding the recent volatility in the cost of jet fuel and the severe economic recession, we have been able to maintain relatively stable unit revenue while maintaining a low cost structure, and we have been profitable in each of the last four years. For 2010, we had total operating revenues of $781.3 million, operating income of $68.9 million and net income of $72.5 million ($19.7 million excluding the release of a valuation allowance on our deferred tax assets and related tax benefit). We currently serve 44 airports.

Our History

We were founded in 1964 as Clippert Trucking Company, a Michigan corporation. In 1974, we changed our name to Ground Air Transfer, Inc. and, beginning in 1983, started doing business as Charter One, a charter tour operator providing travel packages to entertainment destinations such as Atlantic City, Las Vegas and the Bahamas. In 1990, we received our Air Carrier Certificate from the Federal Aviation Administration and began air charter operations. In 1992, we renamed ourselves Spirit Airlines, Inc. and thereafter began adding scheduled passenger service to destinations such as Fort Lauderdale, Detroit, Myrtle Beach, Los Angeles and New York. In 1994 we reincorporated in Delaware, and in 1999 we relocated our headquarters office to Miramar, Florida.

Investment funds managed by Oaktree gained control of Spirit after making investments in 2004 and 2005. With the change in ownership, we began to reconstitute our executive management team, changed our business strategy and positioned ourselves as a low-cost carrier with a focus on expanding our Caribbean and Latin American routes. We closed several unprofitable domestic routes and established Fort Lauderdale–Hollywood International Airport, or FLL Airport, as our main base of operations. We began to transition to an all Airbus fleet in 2004 and completed the transition in 2006.

In July 2006, we underwent a corporate recapitalization in which investment funds managed by Indigo acquired a majority stake in us. After this recapitalization, we began implementing our ULCC business model and further expanding our Caribbean and Latin American routes, and we completed the transition to a new executive management team. Indigo is a private equity fund focused on investing in air transportation companies, with investments in five other ULCC model airlines, including Avianova based in Russia, Mandala Airlines based in Indonesia, Tiger Airways based in Singapore and Australia, Volaris based in Mexico and Wizz Air based in Central and Eastern Europe.

Our Business Model

The Spirit Airlines business model is based on that of ULCCs operating elsewhere in the world, such as Ryanair in Europe and Tiger Airways in Asia. In deciding to adopt our current business model, we studied these airlines, particularly Ryanair, and concluded that a ULCC business model focused on routes from the United States to the Caribbean and Latin America could be successfully deployed. We have been building a business around this thesis since 2007.

From the perspective of our customers, our business model provides a product offering that combines very low base fares with transparent pricing. Our base fare provides everything necessary for a complete and safe flight but excludes extra services that some passengers may want to purchase to enhance their travel experience, such as baggage, telephone booking, premium seat or advance seat selection, and food, beverages and other onboard items. We are not a “no frills” airline, rather we consider ourselves a “frills for a fee” airline. We offer a travel experience similar to our competitors and provide many of the products and services offered as part of our competitors’ fares. Unlike our competitors, rather than embedding the charge for certain frills in the base fare, thus increasing the base fare for all customers, we charge a low base fare to cover air transportation and charge additional fees for frills to only those customers that choose to purchase extra products or services.

We are focused on leisure and VFR customers who pay for their own travel costs. We believe our product appeals to price-sensitive customers because we give them the choice to pay only for the products and services they want. Our relatively simple fare structure contrasts with the prevalent pricing policies in the airline industry,

particularly among network carriers that typically feature many different price offerings and restrictions for seats on any one flight at any given time. Our business model is designed to deliver what we believe our customers want: low fares. We aggressively use low fares to stimulate air travel demand in order to increase passenger volume, load factors and non-ticket revenue on the flights we operate. Higher passenger volumes and load factors help us sell more ancillary products and services, which in turn allows us to reduce the base fare we offer even further, stimulating additional demand. We strive to be recognized by our customers and potential customers as the low-fare leader in the markets we serve.

Non-ticket revenue is a critical part of our business model. Our non-ticket revenue per passenger flight segment has grown by approximately 600% since 2006. Our non-ticket revenue generation model is not limited to products and services related to a particular flight, but also includes our $9 Fare Club ultra low-fare subscription service, our FREE SPIRIT affinity credit card program, and the sale of advertising to third parties on our website and on board our aircraft. We are always looking to identify new non-ticket revenue sources that will allow us to push our base fares even lower.

Our business model permits us to offer low fares because it is built on low costs. Since changing our business model to a ULCC in 2006, we have operated with a relentless focus on achieving low unit operating costs at every level of our cost structure. We have already implemented many of the low-cost strategies that ULCC leaders like Ryanair have successfully implemented as part of their business models. These strategies include use of our website and direct-to-consumer marketing to drive ticket sales, high daily aircraft utilization, use of a high density aircraft configuration, efficient flight scheduling, a single family aircraft fleet, high workforce productivity and use of outsourced services. Our low fares marketing message is reinforced by a low-cost, viral marketing strategy incorporating provocative, edgy content. Further, our business model involves disciplined management of our capacity and route network and quick reaction to changes in the economic environment or market conditions, with the goal that each route and each aircraft delivers incremental operating profitability. Our low unit operating costs are the core of our business model and our most important competitive advantage.

Our Strengths

We believe we compete successfully in the airline industry by exploiting the following demonstrated business strengths:

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high aircraft utilization, which during 2010 averaged 12.8 hours per day;

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high-density seating configurations on our aircraft;

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our low-cost Fort Lauderdale base of operations;

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our productive workforce;

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opportunistic outsourcing of operating functions;

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operating a modern single fleet type of Airbus A320-family aircraft, with associated lower maintenance costs and common flight crews across the fleet;

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minimizing sales, marketing and distribution costs through direct-to-consumer marketing, high utilization of web-based sales and increasing website traffic;

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efficient flight scheduling, including minimal ground times between flights; and

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creating a company-wide business culture that is keenly focused on driving costs lower.

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charging for baggage;

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passing through all distribution-related expenses;

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charging for premium seats and advance seat selection;

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consistently enforcing ticketing policies, including change fees;

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generating subscription fees from our $9 Fare Club ultra low-fare subscription service;

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deriving brand-based fees from proprietary services, such as our FREE SPIRIT affinity credit card program;

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selling itinerary attachments, such as hotel and car rental reservations and airport parking, through our website; and

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selling products in flight and onboard advertising.

Financial Strength Achieved by Cost Discipline Focus . We believe our ULCC business model has delivered strong financial results in difficult economic times. Our operating income has increased from $32.0 million in 2007 to $111.4 million in 2009. For 2010, our operating income was $68.9 million, reflecting the negative impact of increased fuel prices and our June 2010 pilot strike. We have generated these results by:

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keeping a consistent focus on maintaining the lowest unit operating costs possible;

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attempting to maintain profitability across our network by selecting viable new routes and quickly reducing or discontinuing routes that do not deliver acceptable margins;

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maintaining disciplined capacity control and fleet size;

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ensuring our sourcing arrangements with key third parties are continually benchmarked against the best industry standards; and

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building upon the established global relationships of our private equity sponsors and management with our key vendors.

Our Strategy

Maintain Low Unit Operating Costs . We will support our low-fare strategy by seeking to reduce unit operating costs and improve efficiency by, among other things:

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deploying additional cost-efficient Airbus A320-family aircraft for high utilization flying;

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spreading our low fixed-cost infrastructure over a larger-scale operation;

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continuing to leverage our low-cost Fort Lauderdale base of operations;

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opportunistically outsourcing operating functions;

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using technology to create further operating efficiencies;

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leveraging the labor productivity and scale benefits of our new, five-year pilot contract; and

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continuing our aggressive procurement strategy.

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using our knowledge of local Caribbean and Latin American markets and expertise in local regulatory and business practices to optimize our route structure and schedule;

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pursuing attractive new route opportunities in markets that limit air carrier competition through frequency or carrier designation restrictions; and

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Leverage Our Brand to Grow Revenue . We will seek to continue generating customer loyalty as the low-fare brand of choice in the markets we serve in order to drive future ticket sales, support further network expansion and increase load factors. In addition, we intend to leverage our customer base in order to increase non-ticket revenues by broadening our brand, product and service offerings. These plans include a focus on increasing sales of itinerary attachments on a commission basis and generating additional fees from proprietary, brand-based services, such as our FREE SPIRIT miles and our $9 Fare Club ultra low-fare subscription service.

Our Products

We provide low-fare passenger airline service primarily to leisure and VFR travelers. We offer basic passenger airline service for a low fare combined with other optional travel-related products or services for additional fees. Our low fares are designed to stimulate demand from price-sensitive leisure and VFR travelers who might not otherwise have flown to our destinations due to the expense or inconvenience involved in traveling there. Our fares do not require a minimum stay (e.g., Saturday night stay). Our fares consist of a base fare, plus taxes and certain governmental fees, which we break out for our customers so they can see the different components of their total price. In 2010, our average base fare was approximately $77, and we regularly offer promotional base fares of $9 or less.

Our non-ticket revenues are generated from air travel-related fees paid by the ticketed passenger through baggage, bookings through our call center or third-party vendors, advance seat selection fees, ticket change fees, the sale of food, beverages and other items on board, commissions from the sales of hotel rooms, trip insurance and rental cars, loyalty programs and other items related specifically to an itinerary. We also sell vacation packages through Spirit Vacations, a one-stop, value-priced vacation website designed to meet customers demand for self-directed packaged travel planning. Spirit Vacations packages offer competitive fares for air travel on Spirit, a selection of Spirit-recommended hotels and resorts, car rentals and attractions.

Our other revenues consist of services not directly related to providing transportation such as our FREE SPIRIT affinity credit card program, $9 Fare Club ultra low-fare subscription service, and the sale of advertising to third parties on our website and on board our aircraft.

Effective August 1, 2010, we instituted a carry-on baggage policy that we believe increases utilization through shorter turn times and allows customers to save more. Under this policy, subject to certain FAA limitations, a bag that can fit under an aircraft seat (although not required to be placed under the seat) may be carried onboard free of charge. A second or larger bag may be carried onboard for a fee of $30 if reserved at www.spirit.com or purchased at the ticket counter, $20 if purchased by a $9 Fare Club member at www.spirit.com or $45 if purchased at the gate. Passengers paying for an additional bag receive priority boarding to allow more time to stow extra luggage. Corresponding with this carry-on baggage policy, our lowest fares were reduced by up to $40 allowing customers to save more by choosing not to bring extra luggage on board.

Competing Based on Total Price

Our goal is to compete based on total price. We believe that other airlines have used an all-inclusive price concept to raise total prices to consumers, rather than lowering fares by unbundling each product or service. For example, carriers that tout “free bags” have included the cost of checking bags in the total ticket price, not allowing passengers to see how much they would save if they did not check luggage. We believe that we and our customers benefit from allowing customers to know the total price of their travel by breaking out the cost of additional, optional products or services. Customers are then able to compare the total cost of flying with us versus flying another airline.

We recently modified our online booking process to allow our customers to see all available options and their prices prior to purchasing a ticket, and have initiated a campaign that illustrates our total prices are lower, on average, than our competitors, even when options are included.

Route Network

We currently serve 44 airports throughout North America, the Caribbean and Latin America. The majority of our routes operate through our South Florida gateway at FLL Airport, approximately 61% of our capacity measured by ASMs as of December 31, 2010, and our route network is designed to provide service to the Caribbean and Latin America from South Florida. Three other niche domestic markets make up the majority of the balance including Detroit, Michigan, Atlantic City, New Jersey and Myrtle Beach, South Carolina, accounting for 17%, 11% and 5% of our ASM capacity, respectively, as of December 31, 2010. These markets help provide seasonal balance to our Caribbean and Latin American routes.

Below is a route map of our current network:

LOGO

Our South Florida gateway is a key component of our route network and our ULCC strategy. We selected FLL Airport as our base in 2004 due to the strategic and financial benefits it provided, including the geographic proximity to our current and planned flight routes serving the Caribbean and Latin America. FLL Airport is also convenient to a large local market of South Florida residents who are of Caribbean and Latin American descent seeking affordable VFR travel to destinations in those targeted markets. FLL Airport offers us significantly lower operating costs than Miami International Airport and is more centrally located in the broader South Florida market, which spans Palm Beach, Broward and Dade counties. We are presently the largest domestic and international carrier at FLL Airport, offering more nonstop routes than any other carrier, carrying more passengers than any other carrier and operating out of more gates than any other carrier.

Our highest volume U.S. domestic routes that provide leisure traffic to South Florida and, through our South Florida gateway, to our Latin and Caribbean markets, are New York LaGuardia, Washington Reagan, Chicago O’Hare, Atlanta, and Atlantic City.

Our network expansion targets underserved and/or overpriced markets primarily in the Caribbean and Latin America. We utilize a rigorous process to identify growth opportunities to deploy new aircraft where we think they will be profitable. To monitor the profitability of each route, we analyze weekly and monthly profitability reports as well as near term forecasting.

Competition

The airline industry is highly competitive. The principal competitive factors in the airline industry are fare pricing, total price, flight schedules, aircraft type, passenger amenities, number of routes served from a city, customer service, safety record and reputation, code-sharing relationships, and frequent flier programs and redemption opportunities. Our competitors and potential competitors include traditional network airlines, low-cost carriers, regional airlines and new entrant airlines. We typically compete in markets served by traditional network airlines and other low-cost carriers, and to a lesser extent regional airlines. Some of our current or future competitors may have greater liquidity and access to capital, and serve more routes, than we do.

Our principal competitors on domestic routes are AirTran Airways, American Airlines, Delta Air Lines and JetBlue Airways. Southwest Airlines and AirTran Airways has announced its intention to merge. Our principal competitors for service from South Florida to our growth markets in the Caribbean and Latin America are American Airlines through its hub in Miami, and JetBlue Airways through its operations in Fort Lauderdale. Our principal competitive advantage is our low base fares and our focus on the leisure and VFR traveler who pay their own travel costs. These low base fares are facilitated by our low unit operating costs, which in 2010 were lower than any of the five major network carriers and lower than the three largest low-cost carriers. We believe our low costs coupled with our non-ticket revenues allows us to price our fares at levels where we can be profitable while our primary competitors cannot. Further, we believe we compete favorably with other low-cost carriers in serving the Caribbean and Latin America because we have been conducting international flight operations since late 2003 and have developed substantial experience in complying with the various regulations and business practices in those targeted growth regions.

The airline industry is particularly susceptible to price discounting because once a flight is scheduled, airlines incur only nominal incremental costs to provide service to passengers occupying otherwise unsold seats. The expenses of a scheduled aircraft flight do not vary significantly with the number of passengers carried and, as a result, a relatively small change in the number of passengers or in pricing could have a disproportionate effect on an airline’s operating and financial results. Price competition occurs on a market-by-market basis through price discounts, changes in pricing structures, fare matching, target promotions and frequent flier initiatives. Airlines typically use discount fares and other promotions to stimulate traffic during normally slower travel periods to generate cash flow and to maximize RASM. The prevalence of discount fares can be particularly acute when a competitor has excess capacity that it is under financial pressure to sell. A key element to our competitive strategy is to maintain very low unit costs in order to permit us to compete successfully in price-sensitive markets.

Many airlines have marketing alliances with other airlines, under which they market and advertise their status as marketing alliance partners. Such alliances generally provide for code-sharing, frequent flier program reciprocity, coordinated scheduling of flights to permit convenient connections and other joint marketing activities. Such arrangements permit an airline to market flights operated by other alliance members as its own. This increases the destinations, connections and frequencies offered by the airline, which provide an opportunity to increase traffic on that airline’s segment of flights connecting with alliance partners. Competitors that are alliance members with carriers that have designated route and frequency rights in restrictive markets, such as some of the markets we serve in the Americas, often are able to compete advantageously with non-alliance carriers because they can use their code-share arrangements to effectively limit the ability of non-alliance carriers to increase available seat capacity or frequencies in a particular market. Low-cost carriers have not historically been members of any of the three major alliances, OneWorld, SkyTeam and Star Alliance. We currently do not have any alliances with U.S. or foreign airlines. Similarly, regional airlines typically enter into cooperative marketing relationships with one or more major airlines under which the regional airline agrees to use its smaller, lower-cost aircraft to carry passengers booked and ticketed by the major airline between a city served by a major airline and a smaller outlying location.

Distribution

We currently sell our product through three primary distribution channels: our website, our outsourced call center, and third parties such as travel agents who access us through GDS companies (e.g., Amadeus, Galileo, Sabre and Worldspan) and select online travel agents, or OTAs (e.g., Orbitz and Travelocity). Our distribution costs are more than 100% fully covered by our distribution fees. We use our website, www.spirit.com, as the primary platform for ticket sales and 76.5% of our total tickets sold during 2010 were through direct internet bookings using our website. After our website, our next largest distribution source is travel agents, which represents approximately 14.0% of sales. An additional 9.5% of our total tickets sold during 2010 were fulfilled through our call center.

Sales through our website represent our lowest cost distribution channel and it is the channel through which we offer our lowest fares. For all other channels, we generally use incrementally higher fares and user fees with the objective of causing the users of those other channels to bear the additional costs.

We were among the first carriers to charge customers a fee for making reservations through a call center, instead of online. We have outsourced our call center to a third-party provider and share a percentage of the booking fee received on ticket sales with that provider.

Travel agencies are invited to establish a sales account with us to enable access to the fares offered on our website. We maintain a zero percent standard commission policy for travel agency bookings worldwide unless local regulations mandate them. We also have agreements with all the leading GDS companies. GDSs provide flight schedules and pricing information and allow travel agents to electronically book a flight reservation without contacting our reservations facility. We do not, however, have full content agreements in place with any GDS company, which means we are not required to provide them with access to all of the fares we have on offer on our website. Such an arrangement allows us to sell higher fares through GDSs, thereby covering the cost of these arrangements. Similarly, we have to date released our fares to OTAs only if we are permitted to withhold our lowest fares from this distribution channel. For example, tickets purchased on Travelocity and Orbitz are at prices higher than on our direct website to cover their incremental costs of distribution.

Marketing

We are focused on direct to consumer marketing targeted to our core leisure and VFR customer who pays for his or her own travel costs. Our principal marketing message is our low base fares. Consistent with our ULCC business model, we use a simple marketing message to keep marketing costs low. We spent approximately 0.5% as a percentage of total revenues on advertising for 2010. We do not engage in general brand or product marketing. Similarly, since our core customers are individual consumers, we do not have a direct marketing or sales function that calls on corporations, government agencies or similar large buyers of business travel.

Our principal marketing tools are our proprietary email distribution list consisting of over 4.8 million email addresses and our $9 Fare Club as well as advertisements in online, television, radio and other channels. Our objective is to use our low prices, price-based promotions and creativity to produce viral marketing programs that are extremely cost effective and achieve outsized website traffic and revenue productivity compared to our competitors. In 2010, we averaged over 3.5 million unique visitors each month to www.spirit.com.

The $9 Fare Club is an annual subscription based service that allows members exclusive access to the lowest fares on offer and discounted baggage fees. Much like that of Sam’s Club or Costco, where members pay an annual fee in order to obtain volume based discounts, $9 Fare Club members pay $59.95 per year for first access to an offering of low fares. The membership provides benefits such as guaranteed exclusive, member-only fare sales (at least once every 6 weeks) and private offers on hotels, rental cars and other travel necessities.

Frequent Flier Program

The FREE SPIRIT frequent flier program was initiated in 2006 to develop customer loyalty and enable sales of miles to marketing partners. The FREE SPIRIT MasterCard is the primary vehicle whereby customers earn miles and our frequent flier program is geared specifically towards supporting adoption and continued use of the credit card.

In 2010, FREE SPIRIT travel awards represented less than 1% of our annual tickets. FREE SPIRIT offers award travel on every flight without blackout dates. There are four types of travel awards, Off-Peak, Standard, Peak and Premium, and awards start with as few as 5,000 miles for customers who also hold the FREE SPIRIT MasterCard. Status levels are different than at other programs because all miles are eligible for status whether earned by flying, through bonus miles, special offers, or through spending on the FREE SPIRIT MasterCard. The program also calculates a year-end status level, and currently miles never expire as long as a customer is active at least every six months.

Customers

VFR traffic makes up the largest component of our international traffic and the second largest component of our domestic customers. We believe our VFR customers are the most price sensitive of all of our travelers. Our VFR markets tend to complement our leisure-driven markets from both a seasonal and day of the week perspective. VFR traffic is strongest during the Christmas and New Year season, followed by Easter and summer when children are out of school.

Leisure traffic makes up the second largest component of our international traffic but the majority of our domestic customers. This segment responds well to demand stimulation based on low fares, and Florida, Myrtle Beach and Atlantic City all provide among the best values among leisure destinations in the United States. Leisure traffic to the South Florida and the Caribbean is strongest in the winter season, as many seek to leave cold weather where they live, and in the summer, when children are out of school. Traffic to Myrtle Beach and Atlantic City tends to have a single high season that begins in the spring and continues through the fall.

We do not actively target corporate travelers. We believe that many of our customers who use us for business travel are small business travelers who bear their own travel costs, as opposed to those who work at larger companies and very likely have their travel reimbursed. We believe we have limited penetration with large companies due to the fact we do not support high cost corporate sales efforts directed to this consumer segment. To market to larger corporate travelers generally, our schedule, product and distribution mechanisms would have to be modified driving up our overall costs and potentially requiring an increase in fares overall.

Customer Service

We are committed to building a successful airline by taking care of our customers. We believe focus on excellent customer service in every aspect of our operations including personnel, flight equipment, in-flight and ancillary amenities, on-time performance, flight completion ratios and baggage handling will strengthen customer loyalty and attract new customers. We proactively aim to improve our operations to ensure further improvement in customer service. The DOT publishes statistics regarding measures of customer satisfaction for domestic airlines and can assess civil penalties for failure to comply with certain customer service obligations. For example, we were assessed a civil penalty relating to our prior procedures for bumping passengers from oversold flights and for the handling of lost or damaged baggage in 2009. Our performance under customer service measures for the years ended December 31, 2008, 2009 and 2010 was as follows:


	2008			2009			2010
On-Time Performance (1)(2)		71.6	%		75.0	%		73.1	%
Completion Factor (2)(3)		99.2	%		99.3	%		97.2	%
Mishandled Baggage (2)(4)		6.35			3.09			2.61

(1)	Percentage of our scheduled flights that were operated by us that were on-time (within 15 minutes).

(2)	As per Part 234 of the DOT regulations, we are not required to report this information to the DOT.

(3)	Percentage of our scheduled flights that were operated by us, whether or not delayed (i.e., not cancelled). Includes the impact of cancelled flights due to the June 2010 pilot strike.

(4)	Our incidence of delayed, mishandled or lost baggage per 1,000 passengers.

One challenge that we experienced in connection with the implementation of our ULCC business model was an increase in customer complaints lodged with the DOT. This problem was particularly acute in domestic markets that we had been serving for a considerable period. Elements of our new business model, including unbundling services that were previously included in the product (e.g., baggage and onboard food and beverage) and adopting a high density seating configuration in our new aircraft did not necessarily meet the expectations of our former customer base. We engaged in a concerted initiative to address the rate of customer complaints, including enhancing the clarity of the ULCC model and transparent pricing elements of our product at the point of sale.

In response to customer and other demands, we recently modified our online booking process to allow our customers to see all available options and their prices prior to purchasing a ticket, and have initiated a campaign that illustrates our total prices are lower, on average, than our competitors, even when options are included.

Fleet

We fly only Airbus A320 family aircraft, which provides us significant operational and cost advantages compared to airlines that operate multiple fleet types. Flight crews are entirely interchangeable across all of our aircraft, and maintenance, spare parts inventories and other operational support is highly simplified relative to more complex fleets. Due to this commonality among Airbus single-aisle aircraft, we can retain the benefits of a fleet comprised of a single type of aircraft while still having the flexibility to match the capacity and range of the aircraft to the demands of each route.

We have a fleet of 35 Airbus single-aisle aircraft, consisting of 26 A319s, seven A320s and two A321s. The average age of the fleet was 4.1 years at December 31, 2010. All of the existing aircraft were acquired under operating leases. Our current fleet plan calls for growth to 68 aircraft by the end of 2015. We have a firm purchase commitment with Airbus to acquire 13 Airbus A319 aircraft, which we are permitted to convert to A320 aircraft at our election, and 20 Airbus A320 aircraft. We also have a firm purchase commitment for six additional spare IAE V2500 engines. We may elect to supplement these deliveries by additional acquisitions from the manufacturer or in the open market if demand conditions merit.

Consistent with our ULCC business model, each of our aircraft is configured with a high density seating configuration. Our A319s accommodate 145 passengers (compared to 120 on United and 124 on US Airways), our A320s accommodate 178 passengers (compared to 138 or 144 on United and 150 on JetBlue and US Airways) and our A321s accommodate 218 passengers (compared to 183 on US Airways).

Maintenance and Repairs

We have an FAA mandated and approved maintenance program, which is administered by our technical services department. Our maintenance technicians undergo extensive initial and ongoing training to ensure the safety of our aircraft.

Aircraft maintenance and repair consists of routine and non-routine maintenance and work performed is divided into three general categories: line maintenance, heavy maintenance and component service. Line maintenance consists of routine daily and weekly scheduled maintenance checks on our aircraft, including pre-flight, daily, weekly and overnight checks and any diagnostics and routine repairs and any unscheduled items on an as needed basis. Line maintenance events are currently serviced by in-house mechanics and supplemented by contract labor and are primarily completed at airports we currently serve. Heavy airframe maintenance checks

consist of a series of more complex tasks that can take from one to four weeks to accomplish and typically are required approximately every 20 months. Heavy engine maintenance is performed approximately every four to six years and includes more complex work scope. Due to our relatively small fleet size and projected fleet growth, we believe outsourcing all of our heavy maintenance, such as engine servicing and major part repair, is more economical. Outsourcing eliminates the initial capital requirements inherent in heavy aircraft maintenance. We have entered into a long-term flight hour agreement with IAE for our engine overhaul services and Lufthansa Technik on an hour-by-hour basis for component services. We are also in the process of outsourcing the heavy airframe maintenance to a qualified FAA maintenance provider. These contracts cover all of our aircraft component inventory acquisition, replacement and repairs, thereby eliminating the need to carry expensive spare parts inventory.

Our recent maintenance expenses have been lower than what we expect to incur in the future because of the relatively young age of our aircraft fleet. Our maintenance costs are expected to increase as the frequency of repair increases with the aircraft age. As our aircraft age, scheduled scope work and frequency of unscheduled maintenance events is likely to increase like any mature fleet. Our aircraft utilization rate could decrease with the increase in aircraft maintenance.

Employees

Our business is labor intensive, with labor costs representing approximately 19.1%, 23.0% and 22.0% of our total operating costs for 2008, 2009 and 2010, respectively. As of December 31, 2010, we had 2,394 employees, consisting of 484 pilots, 683 flight attendants, 19 flight dispatchers, 125 mechanics, 750 airport agents/other, and 333 employees in administrative roles. Of these U.S.-based employees, approximately 50% of our employees were represented by labor unions under three different collective-bargaining agreements.

FAA regulations require pilots to have commercial licenses with specific ratings for the aircraft to be flown, and to be medically certified as physically fit to fly. FAA and medical certifications are subject to periodic renewal requirements including recurrent training and recent flying experience. In December 2007, federal legislation was enacted increasing the mandatory retirement age for U.S. commercial airline pilots from age 60 to age 65. Mechanics, quality-control inspectors, and flight dispatchers must be certificated and qualified for specific aircraft. Flight attendants must have initial and periodic competency training and qualification. Training programs are subject to approval and monitoring by the FAA. Management personnel directly involved in the supervision of flight operations, training, maintenance, and aircraft inspection must also meet experience standards prescribed by FAA regulations. All safety-sensitive employees are subject to pre-employment, random, and post-accident drug testing. The Railway Labor Act, or RLA, governs our relations with these labor organizations. Under the RLA, the collective bargaining agreements generally do not expire, but instead become amendable as of a stated date. If either party wishes to modify the terms of any such agreement, they must notify the other party in the manner agreed to by the parties. Under the RLA, after receipt of such notice, the parties must meet for direct negotiations, and if no agreement is reached, either party may request the National Mediation Board, or NMB, to appoint a federal mediator. The RLA prescribes no set timetable for the direct negotiation and mediation process. It is not unusual for those processes to last for many months, and even for a few years. If no agreement is reached in mediation, the NMB in its discretion may declare at some time that an impasse exists, and if an impasse is declared, the NMB proffers binding arbitration to the parties. Either party may decline to submit to arbitration. If arbitration is rejected by either party, a 30-day “cooling off” period commences. During that period (or after), a Presidential Emergency Board, or PEB, may be established, which examines the parties’ positions and recommends a solution. The PEB process lasts for 30 days and is followed by another “cooling off” period of 30 days. At the end of a “cooling off” period, unless an agreement is reached or action is taken by Congress, the labor organization may strike and the airline may resort to “self-help,” including the imposition of any or all of its proposed amendments and the hiring of new employees to replace any striking workers. Congress and the President have the authority to prevent “self-help” by enacting legislation that, among other things, imposes a settlement on the parties. The table below sets forth our employee groups and status of the collective bargaining agreements. We believe relations with our employees and unions are generally good.


Employee Groups	Representative	Status of Agreement/Amendable Date
Pilots	Airline Pilots Association, International (ALPA)	New five-year collective bargaining agreement in place as of August 1, 2010. Becomes amendable on August 1, 2015.
Flight Attendants	Association of Flight Attendants (AFA)	Became amendable in August 2007. In negotiation.
Dispatchers	Transport Workers Union (TWU)	Agreement in place since 2007. Becomes amendable in July 2012.

We focus on hiring highly productive employees and, where feasible, designing systems and processes around automation and outsourcing in order to maintain our low-cost base.

Safety and Security

We are committed to the safety and security of our passengers and employees. Some of the safety and security measures we have taken include: aircraft security and surveillance, positive bag matching procedures, enhanced passenger and baggage screening and search procedures, and securing of cockpit doors. We strive to comply with or exceed health and safety regulation standards. In pursuing these goals, we maintain an active aviation safety program and all of our personnel are expected to participate in the program and take an active role in the identification, reduction and elimination of hazards.

Our ongoing focus on safety relies on training our employees to proper standards and providing them with the tools and equipment they require so they can perform their job functions in a safe and efficient manner. Safety in the workplace targets several areas of our operation including: flight operations, maintenance, in-flight, dispatch, and station operations.

The Transportation Security Administration, or TSA, is charged with aviation security for both airlines and airports. We maintain active, open lines of communication with the TSA at all of our locations to ensure proper standards for security of our personnel, customers, equipment and facilities are exercised throughout the operation.

Facilities

We lease all of our facilities at each of the airports we serve. Our leases for our terminal passenger service facilities, which include ticket counter and gate space, operations support area and baggage service offices, generally have a term ranging from month-to-month to 22 years, and contain provisions for periodic adjustments of lease rates. We also are responsible for maintenance, insurance and other facility-related expenses and services. We have also entered into use agreements at each of the airports we serve that provide for the non-exclusive use of runways, taxiways and other facilities. Landing fees under these agreements are based on the number of landings and weight of the aircraft.

We operate primarily out of the international terminal, Terminal 4, at FLL Airport, with occasional use of a gate in Terminal 3. We currently use up to ten gates at Terminal 4. We have preferential access to seven of the Terminal 4 gates, common use access to the remaining three Terminal 4 gates, and common use access to Terminal 3 gates. FLL Airport is undertaking a Terminal 4 concourse replacement and expansion project, which would expand the number of gates at Terminal 4 to 14. This Terminal 4 concourse expansion would allow us to increase the number of routes we serve from FLL Airport. While FLL Airport does not presently have a curfew on flight operations, the U.S. Customs and Border Protection, or CPB, currently requires international flights to arrive after 5:00 a.m. and by 11:00 p.m. Accordingly, our flight planning for incoming flights from international departure points that do not pre-screen U.S.-bound passengers must accommodate these hours of operation. Take-off and landing slots are not regulated at FLL Airport and we believe that the facility is capable of handling our planned growth of operations.

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In 2010, in an effort to gain efficiencies we relocated all of our maintenance operations in Detroit, Michigan to Fort Lauderdale, Florida. The restructuring included the closure of facilities in Detroit, relocation of equipment and tools, and the relocation and reduction of workforce.

Our principal executive offices and headquarters are located in a leased facility at 2800 Executive Way, Miramar, Florida 33025, consisting of approximately 56,000 square feet.

Insurance

We maintain insurance policies we believe are of types customary in the airline industry and as required by the DOT. The policies principally provide liability coverage for public and passenger injury; damage to property; loss of or damage to flight equipment; fire and extended coverage; directors’ and officers’ liability; advertiser and media liability; cyber risk liability; fiduciary; and workers’ compensation and employer’s liability. We have obtained third-party war risk (terrorism) insurance through a special program administered by the FAA, resulting in lower premiums than if we had obtained this insurance in the commercial insurance market. Should the government discontinue this coverage, obtaining comparable coverage from commercial underwriters could result in substantially higher premiums and more restrictive terms, if it is available at all. Although we currently believe our insurance coverage is adequate, there can be no assurance that the amount of such coverage will not be changed or that we will not be forced to bear substantial losses from accidents.

Foreign Ownership

Under DOT regulations and federal law, we must be controlled by United States citizens. In order to qualify, at least 75% of our stock must be voted by U.S. citizens and our president and at least two-thirds of our board of directors and senior management must be U.S. citizens. We are currently in compliance with these ownership provisions. For a discussion of the procedures we instituted to ensure compliance with these foreign ownership rules, please see “Description of Capital Stock—Anti-Takeover Provisions of Our Certificate of Incorporation and Bylaws to be in Effect Upon the Completion of this Offering—Limited Voting by Foreign Owners.”

Government Regulation

Operational Regulation

The airline industry is heavily regulated, especially by the federal government. Two of the primary regulatory authorities overseeing air transportation in the United States are the DOT and the FAA. The DOT has jurisdiction over economic issues affecting air transportation, such as unfair or deceptive competition, advertising, baggage liability and disabled passenger transportation. The DOT has authority to issue certificates of public convenience and necessity required for airlines to provide air transportation. We hold a DOT certificate of public convenience and necessity authorizing us to engage in scheduled air transportation of passengers, property and mail within the United States, its territories and possessions and between the United States and all countries that maintain a liberal aviation trade relationship with the United States (known as “open skies” countries). We also hold DOT certificates to engage in air transportation to certain other countries with more restrictive aviation policies. In 2009, we entered into a consent order with the DOT for our procedures for bumping passengers from oversold flights and our handling of lost or damaged baggage. Under the consent order, we were assessed a civil penalty of $375,000, of which we were required to pay only $215,000 based on an agreement with the DOT and our not having similar violations in the year after the date of the consent order. The DOT currently has a pending notice of proposed rulemaking that would augment and change current rules related to things such as ticket sales, denied boarding compensation and delayed baggage compensation. We cannot forecast the impact on costs and revenues should some or all of the proposed rules be implemented.

The FAA is responsible for regulating and overseeing matters relating to air carrier flight operations, including airline operating certificates, aircraft certification and maintenance and other matters affecting air

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safety. The FAA requires each commercial airline to obtain and hold an FAA air carrier certificate. This certificate, in combination with operations specifications issued to the airline by the FAA, authorizes the airline to operate at specific airports using aircraft approved by the FAA. As of December 31, 2010, we had FAA airworthiness certificates for all of our aircraft, we had obtained the necessary FAA authority to fly to all of the cities we currently serve and all of aircraft had been certified for overwater operations. We believe we hold all necessary operating and airworthiness authorizations, certificates and licenses and are operating in compliance with applicable DOT and FAA regulations, interpretations and policies.

International Regulation

All international service is subject to the regulatory requirements of the foreign government involved. We currently operate international service to the Bahamas, Colombia, Costa Rica, Dominican Republic, Guatemala, Haiti, Honduras, Jamaica, Mexico, Nicaragua, Panama and Peru. If we decide to increase our routes to additional international destinations, we will be required to obtain necessary authority from the DOT and the applicable foreign government. We are also required to comply with overfly regulations in countries that lay along our routes but which we do not serve.

International service is also subject to CBP, immigration and agriculture requirements and the requirements of equivalent foreign governmental agencies. Like other airlines flying international routes, from time to time we may be subject to civil fines and penalties imposed by CBP if unmanifested or illegal cargo, such as illegal narcotics, is found on our aircraft. These fines and penalties, which in the case of narcotics are based upon the retail value of the seizure, may be substantial. In the past several years, we have incurred several penalties from CBP, which have not been material in the aggregate. We have implemented a comprehensive security program at our airports to reduce the risk of illegal cargo being placed on our aircraft, and we seek to cooperate actively with CBP and other U.S. and foreign law enforcement agencies in investigating incidents or attempts to introduce illegal cargo.

Security Regulation

The TSA was created in 2001 with the responsibility and authority to oversee the implementation, and ensure the adequacy, of security measures at airports and other transportation facilities. Since the creation of the TSA, airport security has seen significant changes including enhancement of flight deck security, the deployment of federal air marshals onboard flights, increased airport perimeter access security, increased airline crew security training, enhanced security screening of passengers, baggage, cargo and employees, training of security screening personnel, increased passenger data to CBP and background checks. Funding for passenger security is provided in part by a per enplanement ticket tax (passenger security fee) of $2.50 per passenger flight segment, subject to a $5 per one-way trip cap. The TSA was granted authority to impose additional fees on air carriers if necessary to cover additional federal aviation security costs. Pursuant to its authority, the TSA may revise the way it assesses this fee, which could result in increased costs for passengers and/or us. We cannot forecast what additional security and safety requirements may be imposed in the future or the costs or revenue impact that would be associated with complying with such requirements. The TSA also assess an Aviation Security Infrastructure Fee, or ASIF, on each airline. Our ASIF liability is approximately $1.6 million per year.

Environmental Regulation

We are subject to various federal, state and local laws and regulations relating to the protection of the environment and affecting matters such as aircraft engine emissions, aircraft noise emissions, and the discharge or disposal of materials and chemicals, which laws and regulations are administered by numerous state and federal agencies. The Environmental Protection Agency, or EPA, regulates operations, including air carrier operations, which affect the quality of air in the United States We believe the aircraft in our fleet meet all emission standards issued by the EPA. Concern about climate change and greenhouse gases may result in additional regulation or taxation of aircraft emissions in the United States and abroad.

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Federal law recognizes the right of airport operators with special noise problems to implement local noise abatement procedures so long as those procedures do not interfere unreasonably with interstate and foreign commerce and the national air transportation system. These restrictions can include limiting nighttime operations, directing specific aircraft operational procedures during takeoff and initial climb, and limiting the overall number of flights at an airport. None of the airports we serve currently restricts the number of flights or hours of operation, although it is possible one or more of such airports may do so in the future with or without advance notice.

Other Regulations

We are subject to certain provisions of the Communications Act of 1934, as amended, and are required to obtain an aeronautical radio license from the Federal Communications Commission, or FCC. To the extent we are subject to FCC requirements, we will take all necessary steps to comply with those requirements. We are also subject to state and local laws and regulations at locations where we operate and the regulations of various local authorities that operate the airports we serve.

Future Regulations

The U.S. and foreign governments may consider and adopt new laws, regulations, interpretations and policies regarding a wide variety of matters that could directly or indirectly affect our results of operations. We cannot predict what laws, regulations, interpretations and policies might be considered in the future, nor can we judge what impact, if any, the implementation of any of these proposals or changes might have on our business.

Legal Proceedings

We are subject to commercial litigation claims and to administrative and regulatory proceedings and reviews that may be asserted or maintained from time to time. We currently believe that the ultimate outcome of such lawsuits, proceedings and reviews will not, individually or in the aggregate, have a material adverse effect on our financial position, liquidity or results of operations.

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MANAGEMENT

The following table provides information regarding our executive officers and directors as of February 1, 2011:


Name	Age		Position(s)
B. Ben Baldanza		48	President, Chief Executive Officer and Director
Barry Biffle		38	Executive Vice President and Chief Marketing Officer
Thomas Canfield		55	Senior Vice President, General Counsel and Secretary
David Lancelot		43	Senior Vice President and Chief Financial Officer
Ken McKenzie		48	Chief Operating Officer
Bill Franke		73	Director and Chairman of the Board
David Elkins		69	Director
H. McIntyre Gardner		49	Director
Robert Johnson		63	Director
Barclay Jones III		50	Director
Jordon Kruse		39	Director
Michael Lotz		50	Director
Stuart Oran		60	Director
Horacio Scapparone		58	Director
John Wilson		46	Director

The following table provides information regarding certain other key employees as of February 1, 2011:


Name	Age		Position(s)
David Bradford		42	Vice President and Treasurer
Joseph Houghton		50	Vice President, Flight Operations
Tony Lefebvre		42	Senior Vice President, Airport and Inflight Operations
Craig Maccubbin		44	Vice President and Chief Information Officer
Graham Parker		46	Vice President, Pricing and Revenue Management
Joseph Meszaro		44	Vice President, Technical Operations
Charlie Rue		40	Vice President, Financial Planning

B. Ben Baldanza has been a member of our board of directors since May 2006. He has served as our President and Chief Executive Officer since May 2006 and as our President and Chief Operating Officer from January 2005 to May 2006. From August 1999 to January 2005, Mr. Baldanza served as Senior Vice President of Marketing and Planning at US Airways, where he was responsible for route planning, scheduling, pricing and revenue management, marketing, sales, cargo, distribution, and the international division. Prior to US Airways, Mr. Baldanza served as Managing Director and Chief Operating Officer of Grupo Taca, an airline group based in Latin America. Mr. Baldanza previously held positions at Continental Airlines, Northwest Airlines and American Airlines.

Barry Biffle has served as our Chief Marketing Officer since February 2005. From 2003 to 2005, Mr. Biffle served as Managing Director of Marketing at US Airways, where he was responsible for advertising, direct marketing, the frequent flier program, US Airways Vacations and product development. Additionally, Mr. Biffle held other key positions in network planning, sales and marketing while at US Airways. Prior to joining US Airways, Mr. Biffle held several management positions at American Eagle Airlines.

David Bradford has served as our Vice President and Treasurer since January 2009 and as our Vice President and Controller from March 2007 to January 2009. Prior to joining Spirit, from March 2006 to March 2007, Mr. Bradford served as Director, External Reporting for Tupperware Brands Corporation, a publicly-traded multinational direct marketing company, where he was responsible for all SEC reporting and technical accounting research. Prior to Tupperware Brands Corporation, Mr. Bradford spent seven years in the airline industry in various financial roles primarily in turnaround situations. He has also held positions at Atlas Air Worldwide Holdings, a publicly-traded company that provides air cargo services, and AirTran Airways.

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Thomas Canfield has served as our Senior Vice President and General Counsel since October 2007. From September 2006 to October 2007, Mr. Canfield served as General Counsel & Secretary of Point Blank Solutions, Inc., a manufacturer of antiballistic body armor. Prior to Point Blank, from 2004 to 2007 he served as CEO and Plan Administrator of AT&T Latin America Corp., a public company formerly known as FirstCom Corporation, which developed high-speed fiber networks in 17 Latin American cities. AT&T Latin America Corp. underwent a reorganization under Chapter 11 of the U.S. Bankruptcy Code beginning in 2003. Mr. Canfield also served as General Counsel & Secretary at AT&T Latin America Corp from 1999 to 2004. Previously, Mr. Canfield was Counsel in the New York office of Debevoise & Plimpton LLP. Mr. Canfield serves on the board and audit committee of Iridium Communications Inc., a satellite communications company. Mr. Canfield previously served on the boards of directors of Birch Telecom Inc., a telecommunications company, from 2006 to 2008, and Tricom S.A., a telecommunications company, from 2004 to early 2010.

Joseph Houghton has served as our Vice President, Flight Operations since September 2010. Mr. Houghton was previously our Director of Systems Operations Control, and prior to that was our Director of Training and Standards, in which capacity he joined Spirit in March 2010. From September 2009 to March 2010, Mr. Houghton was Vice President, Airline Certification at Locked On, Inc., an airline and aviation certification consulting company. From February 2004 to September 2009, Mr. Houghton served as Vice President and Chief Pilot and Vice President of Operations Control Center at Virgin America.

David Lancelot has served as our Senior Vice President and Chief Financial Officer since January 2007. From September 2004 to December 2006 Mr. Lancelot served as Chief Financial Officer of Highland Capital, a registered investment advisor. From May 2003 to August 2004 Mr. Lancelot served as Senior Vice President and Chief Financial Officer of Atlas Air Worldwide Holdings, helping lead it through a pre-negotiated bankruptcy in 2004, and also served as Vice President of Finance and Controller of Atlas Air Worldwide Holdings or its subsidiary, Polar Air Cargo, from July 2000 to May 2003. Mr. Lancelot has also held a senior management position at AirTran Airways and other management positions at American Airlines and KPMG, LLP.

Tony Lefebvre has served as our Senior Vice President, Airport and Inflight Operations since October 2005. Mr. Lefebvre formerly served as the Managing Director, Europe at US Airways, Inc. from August 2002 to October 2005 where he was responsible for airport operations, sales and marketing and reservations within the region. From September 1998 to August 2002 Mr. Lefebvre was the Managing Director, Cargo for US Airways, Inc. and was responsible for its worldwide cargo business.

Craig Maccubbin has served as our Vice President and Chief Information Officer since June 2009. Prior to Spirit, from 2006 to 2009 Mr. Maccubbin served as the Chief Technology Officer at Zeta Interactive, a digital marketing agency, where he led product development, infrastructure, professional services, and customer support and delivery for customers. From 2003 to 2006 Mr. Maccubbin was the Chief Technology Officer at LasVegas.com, a joint venture of the Las Vegas casino group, where he directed the technology team.

Ken McKenzie has served as our Chief Operating Officer since December 2009. From April 2005 to September 2009 Mr. McKenzie served as Executive Vice President, Operations at WestJet, where he was responsible for airport operations, flight operations, government relations, inflight, regulatory affairs, safety and, technical operations. From January 2002 to April 2005, Mr. McKenzie served as Chief Pilot, Regulatory Affairs at Air Canada Jazz.

Joseph Meszaro has served as our Vice President, Technical Services since June 2010. Prior to joining Spirit, Mr. Meszaro served as Director of Maintenance Operations of Virgin America, Inc. from 2007 to 2009. Mr. Meszaro joined Virgin America in 2005, and also held positions of Director of Quality and Chief Inspector. From 1986 to 2005, Mr. Meszaro served in various positions relating to maintenance and inspection at UAL Corporation and its operating subsidiary United Airlines.

Graham Parker has served as our Vice President, Pricing and Revenue Management since September 2004. Mr. Parker formerly served as Senior Vice President, Business Development at PROS Revenue

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Management, a company that specializes in pricing and revenue optimization science and software, where he was responsible for marketing, sales, alliances and strategic planning and led PROS’ consulting activity for such companies as Deutsche Lufthansa AG, Continental Airlines, Varig Brazilian Airlines, Avianca and America West Airlines. Prior to PROS, Mr. Parker held various management positions at Continental Airlines and Southwest Airlines.

Charlie Rue has served as Vice President of Financial Planning since May 2009. Prior to joining Spirit, Mr. Rue spent eleven years at Continental Airlines, Inc., an airline company. From 2003 to 2008 Mr. Rue was Managing Director of Continental’s Asia Pacific division where he served as the primary leader for financial and strategy analysis, market initiatives, contract negotiation and operational efficiency for Continental’s Guam hub and Transpacific network. During his time at Continental he also served in Corporate Development and as Chief Financial Officer of Continental Connection carrier Gulfstream International Airlines.

Bill Franke has been Chairman of the Board since July 2006. Mr. Franke is the Managing Partner of Indigo, a private equity fund focused in air transportation, and a Managing Partner of Newbridge Latin America, a private equity fund focused on Latin America. Mr. Franke also serves on the boards of Bristol Group SA, a surety and travel insurance company, Mandala Airlines, an Indonesian airline, Whitefish Aviation Limited, the holding company of Avianova, a Russian airline, Wizz Air Limited, a Hungarian airline and Concesionaria Vuela Compañía de Aviación, S.A. de C.V., which does business as Volaris, a Mexican airline. He served on the board of Tiger Aviation Pte. Ltd, a Singapore-based airline, from 2004 to 2009, and was its founding chair, Alpargatas S.A.I.C, an Argentina-based footwear and textiles manufacturer, from 1996 to 2007, and Phelps Dodge Corporation, a mining company, including service as the lead outside director for several years, from 1980 to 2007. Mr. Franke was also the Chairman and Chief Executive Officer of America West Airlines from 1993 to 2001. Our board of directors has concluded that Mr. Franke should continue to serve on our board of directors as Chairman based on his private equity experience in the air transportation industry, his prior directorships, his financial literacy and his general business experience.

David Elkins has been a member of our board of directors since July 2010. Mr. Elkins retired in 2003 as President and Co-Chief Executive Officer of Sterling Chemicals, Inc., a North American chemicals producer headquartered in Houston, Texas. In 2001, Sterling Chemicals filed for bankruptcy protection under Chapter 11 of the U.S. Bankruptcy Code. Prior to joining Sterling Chemicals in 1998, Mr. Elkins was a senior partner in the law firm of Andrews Kurth LLP, where he specialized in corporate and business law. Mr. Elkins currently serves as the non-executive board chairman of Holley Performance Products, Inc., an automotive performance products company. Mr. Elkins also currently serves as business representative and advisor for the heirs of Howard R. Hughes, Jr. in connection with substantial real estate holdings in Nevada and California. Our board of directors has concluded that Mr. Elkins should serve on our board and audit committee based on his experience with corporate and financial transactions and business leadership experience.

H. McIntyre Gardner has been a member of our board of directors since July 2010. Mr. Gardner retired in 2008 from Merrill Lynch & Co., Inc. as the Head of Americas Region and Global Bank Group, Global Private Client. Prior to joining Merrill Lynch in July 2000, Mr. Gardner was the President and Chief Operating Officer of Helen of Troy Limited, a personal care products manufacturer. Our board of directors has concluded that Mr. Gardner should serve on our board and audit committee based on his financial and business skills, extensive corporate finance experience and broad financial expertise.

Robert Johnson has been a member of our board of directors since July 2010. Mr. Johnson retired in 2008 as Chief Executive Officer of Dubai Aerospace Enterprise (DAE), a global aerospace engineering and services company. Prior to DAE, Mr. Johnson was Chairman of the Board of Honeywell Aerospace, a leading global supplier of aircraft engines, equipment, systems and services, where he also served prior to 2000 as President and Chief Executive Officer. Prior to Honeywell Aerospace, Mr. Johnson held management positions at various aviation and aerospace companies. He serves on the board of directors of Spirit Aerosystems, a publicly-traded aerospace components company that is not affiliated with us, Ariba, Inc., a publicly-traded software company, and Roper Industries, Inc., a publicly-traded company. Our board of directors has concluded that Mr. Johnson should serve on our board because of his experience in the aviation and aerospace industries and his general business knowledge.

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Barclay Jones III has been a member of our board of directors since 2006. Since March 2000, Mr. Jones has been the Executive Vice President of Investments for iStar Financial Inc., a publicly traded finance company focused on the commercial real estate industry. Prior to iStar, Mr. Jones was at W.P. Carey & Co., an investment management company, where he served in a variety of capacities, including Vice Chairman and Chief Acquisitions Officer. Our board of directors has concluded that Mr. Jones should serve on our board and audit committee based on his financial expertise and his general business experience.

Jordon Kruse has been a member of our board of directors since 2005. Mr. Kruse is a Managing Director at Oaktree Capital Management, LP, a Los Angeles based institutional money manager. He is a member of Oaktree’s Principal Fund, which focuses on investments in private equity and distressed debt for control and is responsible for the aviation, packaging, chemicals, building products and consumer apparel sectors. Prior to joining Oaktree in 2001, Mr. Kruse was an attorney at the law firm of Kirkland & Ellis LLP, which he joined in 1997. Mr. Kruse serves on the Board of Directors of Dayton Superior Corporation, a manufacturer and distributor of products used in concrete construction, Chesapeake UK Holding Ltd, a supplier of specialty paperboard packaging products in Europe, Nordenia International AG, a manufacturer of plastic films and flexible packaging, BP Clothing LLC, an apparel company, Cyanco Corporation, a manufacturer of sodium cyanide used in the gold mining industry, and CF Group Inc., a commercial furniture company. Our board of directors has concluded that Mr. Kruse should serve on our board based on his financial expertise, knowledge of our company and his general business experience.

Michael Lotz has been a member of our board of directors since February 2011. Mr. Lotz has served in various executive management positions of Mesa Air Group, Inc. since July 1998, including as President and Chief Financial Officer since June 2000. In January 2010, Mesa Air Group, Inc. filed for bankruptcy protection under Chapter 11 of the U.S. Bankruptcy Code. Prior to joining Mesa Air Group, Mr. Lotz served as Chief Operating Officer of Virgin Express from 1996 to 1998. Prior to that, Mr. Lotz served in various positions at Continental Airlines, including most recently as Vice President of Airport Operations, Properties and Facilities. Our board of directors has concluded that Mr. Lotz should serve on our board based on his experience in the airline industry, financial expertise and his general business experience.

Stuart Oran has been a member of our board of directors since 2004. During the past five years, Mr. Oran has been the Managing Member of Roxbury Capital Group LLC, a merchant banking firm that he founded in April 2002. From 1994 to 2002 Mr. Oran held a number of senior executive positions at United Airlines. Mr. Oran also serves on the board of Deerfield Capital Corp., an investment management company, Red Robin Gourmet Burgers, Inc., a national casual dining chain, and Premier American Bank, National Association, a banking company. He served on the board of Wendy’s International, Inc., a fast food company, from March 2004 to September 2008 and Polaris Acquisition Corp., an acquisition company, from July 2007 to May 2009. Our board of directors has concluded that Mr. Oran should serve on our board and compensation committee based on his experience in the airline industry, his experience on public company boards and his general business experience.

Horacio Scapparone has been a member of our board of directors since 2006. He serves as Chief Executive Officer of the Bristol Group, an Argentine insurance group dedicated to P&C and Surety businesses, and has held this position since 1997. From 2002 to 2007 he was a board member and Chairman of Alpargatas ASAIC, a large Argentine textile company sold in 2007 to a Brazilian textile Company. In 2007 Alpargatas filed for protection under Argentinean bankruptcy law. In addition, the Comision Nacional de Valores of Argentina imposed an administrative fine on Alpargates, this sanction is currently being appealed. Mr. Scapparone also serves on the board of Bristol Group and the Argentinean companies of El Comercio CIA De Seguros and Aseguradora De Creditos Y Garantias. Our board of directors has concluded that Mr. Scapparone should serve on the board based on his financial expertise and general business experience.

John Wilson has been a member of our board of directors since 2009. Mr. Wilson has been a Principal of Indigo since 2004, and, prior to that, held positions at America West Airlines and Northwest Airlines. Mr. Wilson also serves on the board of Wizz Air Holdings Plc, Whitefish Aviation Limited and Volaris. Our

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board of directors has concluded that Mr. Wilson should serve on the board based on his experience in the airline industry, his financial expertise and general business experience.

Board Composition

Our board of directors is comprised of 11 members. In accordance with our amended and restated certificate of incorporation, our board of directors is divided into three classes with staggered three-year terms. At each annual general meeting of stockholders, the successors to directors whose terms then expire will be elected to serve from the time of election and qualification until the third annual meeting following election. Our directors are divided among the three classes as follows:

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The Class I directors are Messrs. and their terms will expire at the annual general meeting of stockholders to be held in 2012;

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The Class II directors are Messrs. and their terms will expire at the annual general meeting of stockholders to be held in 2013; and

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The Class III directors are Messrs. and their terms will expire at the annual general meeting of stockholders to be held in 2014.

Any additional directorships resulting from an increase in the number of directors will be distributed among the three classes so that, as nearly as possible, each class will consist of one-third of the directors.

The division of our board of directors into three classes with staggered three-year terms may delay or prevent a change of our management or a change in control.

Indigo and Oaktree, as a group, own more than 50% of our outstanding voting securities and we are therefore considered a “controlled company” within the meaning of the NASDAQ Stock Market rules. Following the consummation of this offering, we expect to remain a “controlled company” and we intend to rely upon the “controlled company” exception to the board of directors and committee independence requirements under the NASDAQ Stock Market rules. Pursuant to this exception, we will be exempt from the rules that would otherwise require that our board of directors be comprised of a majority of independent directors and that our compensation committee and nominating and corporate governance committee be composed entirely of independent directors. The “controlled company” exception does not modify the independence requirements for the audit committee, and we already comply with the requirements of the Sarbanes-Oxley Act and the NASDAQ Stock Market rules, requiring that our audit committee be comprised exclusively of independent directors. Our board of directors has undertaken a review of the independence of each director and considered whether any director has a material relationship with us that could compromise his or her ability to exercise independent judgment in carrying out his or her responsibilities. As a result of this review, our board of directors determined that Messrs. , representing nine of our eleven directors, are “independent directors” as defined under the applicable rules and regulations of the SEC and the NASDAQ Stock Market.

Leadership Structure

We have historically separated the roles of CEO and Chairman of the Board in recognition of the differences between the two roles. The CEO is responsible for setting our strategic direction and our day-to-day leadership and performance, while the Chairman of the Board provides guidance to the CEO and sets the agenda for board meetings and presides over meetings of the full board of directors. In addition, our amended and restated bylaws provide that the independent directors may appoint a lead director from among them to perform such duties as may be assigned by our board of directors.

Agreements or Understandings

Investor Rights Agreement. Pursuant to a Second Amended and Restated Investor Rights Agreement, as amended to date, among us and certain of our investors, Indigo Florida L.P. and Indigo Miramar LLC, which are

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investment funds managed by Indigo, each has the right to designate two representatives to the board, OCM Principal Opportunities Fund II, L.P., or POF II, and OCM Principal Opportunities Fund III, L.P., or POF III, which are investment funds managed by Oaktree, each has the right to designate one representative to the board and Indigo Florida, POF II and POF III, acting together, have the right to designate three representatives to the board. Mr. Wilson and Mr. Scapparone have been appointed as Indigo Florida’s designees. Mr. Franke and Mr. Lotz have been appointed as Indigo Miramar’s designees. Mr. Kruse has been appointed as POF II’s designee and Mr. Oran has been appointed as POF III’s designee. Messrs. Elkins, Gardner, Johnson and Jones have been appointed as the designees of Indigo Florida, POF II and POF III, acting together. The Second Amended and Restated Investor Rights Agreement also states that our current CEO shall also be appointed to the board. The right of these investors to designate representatives for appointment to our board of directors terminates immediately prior to the consummation of this offering, although certain securities registration rights and other rights will survive. Although the directors will no longer be appointed pursuant to a contractual right, they will continue to serve as directors following this offering. Please see “Certain Relationships and Related Transactions—Registration Rights” for more information.

Stockholders Voting Agreement. We have entered into a Stockholders Voting Agreement with investment funds managed by Indigo and Oaktree, which will become effective upon the completion of this offering. The Stockholders Voting Agreement provides that our board of directors shall be comprised of eleven members at the closing date and that certain of the investment funds managed by Indigo and Oaktree will have the right to designate such number of director nominees to our board of directors as is equal to the product of the total number of directors to be elected multiplied by the ratio of the number of shares of our capital stock held by such stockholder to the number of shares of our capital stock held by investment funds managed by Indigo and Oaktree in the aggregate, in each case rounded to the nearest whole number except in limited circumstances for funds managed by Indigo. The designation of such nominees is subject to their election by our stockholders at the annual meeting, provided that each of the investment funds managed by Indigo and Oaktree shall vote all of the capital stock held by it in order to elect such nominees. The investment funds managed by Indigo and Oaktree have the right to remove and replace their respective director-designees at any time and for any reason and to fill any vacancies otherwise resulting in such director positions. The Stockholders Voting Agreement will terminate automatically at such time that the investment funds managed by Indigo and Oaktree, as a group, own less than 50% of our outstanding common stock.

Board Committees

Our board of directors has the following committees: an audit committee, a compensation committee and a nominating and corporate governance committee. The composition and responsibilities of each committee are described below. Members serve on these committees until their resignation or until otherwise determined by our board.

Audit Committee

Our audit committee oversees our corporate accounting and financial reporting process. Among other matters, the audit committee evaluates the independent auditors’ qualifications, independence and performance; determines the engagement of the independent auditors; reviews and approves the scope of the annual audit and the audit fee; discusses with management and the independent auditors the results of the annual audit and the review of our quarterly financial statements; approves the retention of the independent auditors to perform any proposed permissible non-audit services; monitors the rotation of partners of the independent auditors on the company’s engagement team as required by law; reviews our critical accounting policies and estimates; oversees our internal audit function and annually reviews the audit committee charter and the committee’s performance. The current members of our audit committee are H. McIntyre Gardner, who is the chair of the committee, David Elkins, Barclay Jones and John Wilson. All members of our audit committee meet the requirements for financial literacy under the applicable rules and regulations of the SEC and the NASDAQ Stock Market. Our board has determined that H. McIntyre Gardner is an audit committee financial expert as defined under the applicable rules

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of the SEC and has the requisite financial sophistication as defined under the applicable rules and regulations of the NASDAQ Stock Market. Messrs. Gardner, Elkins and Jones are independent directors as defined under the applicable rules and regulations of the SEC and the NASDAQ Stock Market. The audit committee operates under a written charter that satisfies the applicable standards of the SEC and the NASDAQ Stock Market. Our audit committee will consist of at least one member that is independent upon the effectiveness of our registration statement of which this prospectus forms a part, a majority of members that are independent within 90 days thereafter and all members that are independent within one year thereafter.

Compensation Committee

Our compensation committee reviews and recommends policies relating to compensation and benefits of our officers and employees. The compensation committee reviews and approves corporate goals and objectives relevant to compensation of our Chief Executive Officer and other executive officers, evaluates our performance in light of those goals and objectives, and sets the compensation of these officers based on such evaluations. The compensation committee also considers recommendations of our Chief Executive Officer with respect to the compensation of other executive officers. Our Chief Executive Officer evaluates each other executive officer’s overall performance and contributions to us at the end of each fiscal year and reports to the compensation committee his recommendations of the other executive officers’ compensation. The compensation committee also administers the issuance of stock options and other awards under our stock plans. The compensation committee reviews and evaluates, at least annually, the performance of the compensation committee and its members, including compliance of the compensation committee with its charter. The current members of our compensation committee are Messrs. Franke, Oran and Scapparone, with Mr. Franke serving as the chair of the committee.

In order for our compensation committee to continue to make recommendations or determinations with respect to executive compensation, such committee must be composed of a majority of independent directors within ninety days from the date our common stock is listed on the NASDAQ Stock Market and entirely of independent directors within one year from the date our common stock is listed on the NASDAQ Stock Market. However, if we remain or become a “controlled company,” we will qualify for, and expect to rely on, exemptions from the NASDAQ Stock Market corporate governance requirements that require such committee to be composed entirely of independent directors. Our board of directors has affirmatively determined that each of Messrs. Oran and Scapparone meets the definition of “independent director” for purposes of the NASDAQ Stock Market listing rules.

Nominating and Corporate Governance Committee

The nominating and corporate governance committee is responsible for making recommendations regarding candidates for directorships and the size and composition of our board. In addition, the nominating and corporate governance committee is responsible for overseeing our corporate governance guidelines and reporting and making recommendations concerning governance matters. The nominating and corporate governance committee is comprised of . Potential candidates for nomination to the board of directors will be discussed by the committee.

In order for our nominating and corporate governance committee to continue to make selections or recommendations with respect to directors, such committee must be composed of a majority of independent directors within ninety days from the date our common stock is listed on the NASDAQ Stock Market and entirely of independent directors within one year from the date our common stock is listed on the NASDAQ Stock Market. However, if we remain or become a “controlled company,” we will qualify for, and expect to rely on, exemptions from the NASDAQ Stock Market corporate governance requirements that require such committee to be composed entirely of independent directors. Our board of directors has affirmatively determined that each of Messrs. and meets the definition of “independent director” for purposes of the NASDAQ Stock Market listing rules.

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There are no family relationships among any of our directors or executive officers.

Compensation Committee Interlocks and Insider Participation

None of the members of our compensation committee is or has at any time during the past year been an officer or employee of ours. None of our executive officers currently serves or in the past year has served as a member of the board of directors or compensation committee of any entity that has one or more executive officers serving on our board or compensation committee.

Code of Business Conduct and Ethics

Our board of directors has adopted a Code of Ethics and Business Conduct. The Code of Ethics and Business Conduct is applicable to all members of the board, executive officers and employees, including our chief executive officer, chief financial officer and principal accounting officer. The Code of Ethics and Business Conduct will be available under the Investor Relations section on our website at www.spirit.com under “Code of Ethics” at or around the time of this offering. The Code of Ethics and Business Conduct addresses, among other things, issues relating to conflicts of interests, including internal reporting of violations and disclosures, and compliance with applicable laws, rules and regulations. The purpose of the Code of Ethics and Business Conduct is to deter wrongdoing and to promote, among other things, honest and ethical conduct and to ensure to the greatest possible extent that our business is conducted in a legal and ethical manner. We intend to promptly disclose (1) the nature of any amendment to our code of ethics that applies to our directors, executive officers or other principal financial officers and (2) the nature of any waiver, including an implicit waiver, from a provision of our code of ethics that is granted to one of these specified directors, officers or other principal financial officers, the name of such person who is granted the waiver and the date of the waiver on our website in the future.

Limitation of Liability and Indemnification

Our amended and restated certificate of incorporation, which will be in effect upon the completion of this offering, contains provisions that limit the liability of our directors for monetary damages to the fullest extent permitted by Delaware law. Consequently, our directors will not be personally liable to us or our stockholders for monetary damages for any breach of fiduciary duties as directors, except liability for:

•

any breach of the director’s duty of loyalty to us or our stockholders;

•

any act or omission not in good faith or that involves intentional misconduct or a knowing violation of law;

•

unlawful payments of dividends or unlawful stock repurchases or redemptions as provided in Section 174 of the Delaware General Corporation Law; or

•

any transaction from which the director derived an improper personal benefit.

Our amended and restated certificate of incorporation to be in effect upon the completion of this offering provides that we may indemnify our directors and officers, in each case to the fullest extent permitted by Delaware law. Our amended and restated bylaws to be in effect upon the completion of this offering also provide that we are obligated to indemnify our directors and officers to the fullest extent permitted by Delaware law and advance expenses incurred by a director or officer in advance of the final disposition of any action or proceeding, and permit us to secure insurance on behalf of any officer, director, employee or other agent for any liability arising out of his or her actions in that capacity regardless of whether we would otherwise be permitted to indemnify him or her under the provisions of Delaware law. We have entered and expect to continue to enter into agreements to indemnify our directors, executive officers and other employees as determined by our board of directors. With specified exceptions, these agreements provide for indemnification for related expenses including, among other things, attorneys’ fees, judgments, fines and settlement amounts incurred by any of these individuals in any action or

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proceeding. We believe these limitation of liability provisions and indemnification agreements are necessary to attract and retain qualified persons as directors and officers. We also maintain directors’ and officers’ liability insurance.

The limitation of liability and indemnification provisions in our amended and restated certificate of incorporation, amended and restated bylaws and indemnification agreements may discourage stockholders from bringing a lawsuit against our directors and officers for breach of their fiduciary duty. Our amended and restated certificate of incorporation provides that any such lawsuit must be brought in the Court of Chancery of the State of Delaware. The foregoing provisions may also reduce the likelihood of derivative litigation against our directors and officers, even though an action, if successful, might benefit us and other stockholders. Further, a stockholder’s investment may be adversely affected to the extent that we pay the costs of settlement and damage awards against directors and officers as required by these indemnification provisions. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to our directors, officers and controlling persons pursuant to the foregoing provisions, or otherwise, we have been advised that, in the opinion of the SEC, such indemnification is against public policy as expressed in the Securities Act, and is, therefore, unenforceable. At present, there is no pending litigation or proceeding involving any of our directors, officers or employees for which indemnification is sought, and we are not aware of any threatened litigation that may result in claims for indemnification.

Compensation Arrangements for our Non-Employee Directors

We compensate our non-employee directors for their service on our board of directors, but do not pay director fees to our directors who are our employees. Prior to this offering, each non-employee director has been entitled to receive an annual retainer of $25,000. In addition, we provide reimbursement to our non-employee directors for their reasonable expenses incurred in attending meetings of our board of directors and committees of our board of directors. Our non-employee directors are not currently entitled to receive any additional fees and do not currently receive any equity compensation for their service as a director. Mr. Stuart Oran, a long-serving director, received a grant of 50,000 shares of restricted stock in 2006.

We intend to adopt a policy pursuant to which, following the completion of this offering, each non-employee director will be entitled to receive an annual retainer of $30,000 paid in quarterly installments, fees of $1,500 for attendance in person at each meeting of our board of directors or $750 for each meeting of our board of directors attended telephonically. In addition, each committee member will be entitled to receive fees of $1,500 for attendance in person at each committee meeting of our board of directors or $750 for each committee meeting of our board of directors attended telephonically, unless such committee meetings occur on the same date as a meeting of the full board, in which case no such committee fees would be payable. The Chairman of the Board, Chair of the Audit Committee and Chairs of any other board committees will receive additional annual retainers of $10,000, $7,500 and $5,000, respectively.

Pursuant to the new policy, non-employee directors will also be entitled to receive an annual equity based grant (which could be in the form of stock options, restricted stock units, restricted stock or other equity-based compensation) with an estimated fair market value of $40,000 as of the grant date. Under the new policy, over a five-year period non-employee directors will be expected to accumulate and maintain an equity position equal to not less than three years’ of equity compensation, or $120,000.

Non-employee directors are reimbursed for travel and other expenses incurred for attending meetings. Under the new policy, non-employee directors will be afforded free positive-space family travel benefits on our airline up to a maximum value of $5,000 per year.

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Director Compensation Table

The following table sets forth information regarding compensation earned by our non-employee directors during 2010.


Name	Fees Earned or Paid in Cash($)		All Other Compensation ($)			Total ($)
Bill Franke (1)		25,000		—			25,000
Jordon Kruse (2)		—		—			—
Barclay Jones, III		25,000		—			25,000
Stuart Oran		25,000		—			25,000
Horacio Scapparone		25,000		—			25,000
John Wilson		25,000		—			25,000
David Elkins (3)		12,500		6,250	(4)		18,750
H. McIntyre Gardner (3)		12,500		6,250	(4)		18,750
Robert Johnson (3)		12,500		6,250	(4)		18,750
Michael Lotz (5)		—		—			—

(1)

Mr. Franke is the sole member of Indigo Partners LLC, which receives annual fees totaling $800,000 under the terms of a professional services agreement with the Company. This agreement will be terminated in connection with this offering. Please see “Certain Relationships and Related Transactions—Professional Services Agreement.”

(2)	Mr. Kruse is a managing director at Oaktree. The $25,000 in annual fees payable to Mr. Kruse for his service on our board are paid to Oaktree.

(3)	Messrs. Elkins, Gardner and Johnson were appointed to the Board in July 2010.

(4)	Includes fees paid to Messrs. Elkins, Gardner and Johnson for consulting services provided prior to becoming a member of the Board.

(5)	Mr. Lotz was appointed to our board of directors in February 2011.

None of our non-employee directors held any stock options or unvested stock awards as of December 31, 2010.

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EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

The following discussion and analysis of compensation arrangements of our named executive officers should be read together with the compensation tables and related disclosures set forth below. This discussion contains forward looking statements that are based on our current plans, considerations, expectations and determinations regarding future compensation programs. Actual compensation programs that we adopt may differ materially from currently planned programs as summarized in this discussion.

Our compensation committee is responsible for establishing, implementing, and monitoring adherence to our compensation philosophy. We seek to ensure that the total compensation paid to our executive officers is fair, reasonable and competitive. Our compensation committee is appointed by our board of directors. In 2010, our compensation committee determined the compensation for our Chief Executive Officer and all of our other named executive officers, or NEOs.

Our NEOs for 2010 were as follows:

•

B. Ben Baldanza, Chief Executive Officer and President;

•

David Lancelot, Senior Vice President and Chief Financial Officer;

•

Barry Biffle, Executive Vice President and Chief Marketing Officer;

•

Thomas Canfield, Senior Vice President, General Counsel and Secretary; and

•

Ken McKenzie, Chief Operating Officer.

Compensation Philosophy and Objectives

The market for experienced management is highly competitive in our industry. Our goal is to attract and retain the most highly qualified executives to manage each of our business functions. In doing so, we draw upon a pool of talent that is highly sought within the airline industry. Within this talent pool, we seek out individuals who we believe will be able to contribute to our unique operating model and our vision of future success, our culture and values, and who will enhance the cohesiveness and productivity of our teams. We regard as fundamental that executive officer compensation be structured to provide competitive base salaries and benefits to attract and retain superior employees, and to provide incentive compensation to motivate executive officers to attain, and to reward executive officers for attaining, established financial, operational and other goals that are consistent with increasing stockholder value. In fiscal year 2010, our board of directors used cash bonuses and awards of stock options as our incentive compensation arrangement for executive officers, including the named executive officers.

In determining the form and amount of compensation payable to the named executive officers, we are guided by the following objectives and principles:

•

Compensation levels should be competitive to attract and retain key executives. We aim to provide an executive compensation program that attracts, motivates and retains high performance talent and rewards them for our achieving and maintaining a competitive position in our industry. Total compensation ( i.e. , maximum achievable compensation) should increase with position and responsibility.

•

Compensation should relate directly to performance, and incentive compensation should constitute a significant portion of total compensation. We aim to foster a pay-for-performance culture, with a significant portion of total compensation being “at risk.” Accordingly, a significant portion of total compensation should be tied to and vary with our financial, operational and strategic performance, as well as individual performance. Executives with greater roles and the ability to directly impact our strategic goals and long-term results should bear a greater proportion of the risk if these goals and results are not achieved. The amount of “at risk pay” is structured accordingly.

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•

Long-term incentive compensation should align executives’ interests with our stockholders’ interests. Awards of long-term incentives, including equity-based compensation encourage executives to focus on our long-term growth and prospects and incentivize executives to manage the company from the perspective of stockholders with a meaningful stake in us, as well as to focus on long-term career orientation.

Determination of Compensation

The compensation committee meets not less than annually to specifically review and determine adjustments, if any, to the Chief Executive Officer’s compensation, including his base salary, annual bonus compensation and long-term equity awards and to review and consider recommendations of the Chief Executive Officer with respect to the other NEOs’ base salaries, annual bonus compensation and long-term equity awards. For 2010, the compensation committee determined each individual component of compensation for our NEOs. The compensation committee annually evaluates our company-wide performance against the approved operating plan for the prior fiscal year. The compensation committee also meets periodically to discuss compensation-related matters as they arise during the year. Mr. Baldanza evaluates each other NEO’s individual performance and contributions to the Company at the end of each fiscal year and reports to the compensation committee his recommendations regarding each element of the other NEOs’ compensation to the compensation committee. Mr. Baldanza does not participate in any formal discussion with the compensation committee regarding decisions on his own compensation and he recuses himself from meetings when his compensation is discussed. Following the completion of this offering, our compensation committee will continue to oversee the annual review process for all NEOs.

We do not generally rely on formulaic guidelines for determining the mix or levels of cash and equity-based compensation, but rather maintain a flexible compensation program that allows it to adapt components and levels of compensation to motivate and reward individual executives within the context of our desire to attain certain financial and operational goals. Subjective factors considered in compensation determinations include an executive’s skills and capabilities, contributions as a member of the executive management team, contributions to our overall performance and whether the total compensation potential and structure is sufficient to ensure the retention of an executive when considering the compensation potential that may be available elsewhere.

In making compensation determinations, the compensation committee has not undertaken any formal benchmarking or reviewed any formal surveys of compensation for our competitors, but has instead relied primarily on its general knowledge of the competitive market for executive talent, especially in our industry.

Components of Compensation for 2010

Our performance-driven compensation program for our NEOs consists of four components:

•

base salary;

•

discretionary cash bonuses;

•

equity-based incentives; and

•

benefits.

We are continuing to build our executive compensation program around each of the above elements because each individual component is useful in achieving one or more of the objectives of the program and we believe that, collectively, they are effective in achieving our overall objectives.

Base Salary . We provide our NEOs and other employees with a base salary to compensate them for services rendered during the fiscal year. The base salary payable to each NEO is intended to provide a fixed component of compensation reflecting the executive’s skill set, experience, role and responsibilities. Base salary amounts are

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established based on consideration of, among other factors, the scope of the NEOs’ responsibilities, years of service and the compensation committee’s general knowledge of the competitive market, based on, among other things, experience with other companies and our industry.

The NEOs’ 2010 base salaries are set forth under the “2010 Summary Compensation Table” below. In 2010, Messrs. Baldanza and Canfield, received 2.8% and 3.5% raises, respectively, based on the compensation committee’s subjective evaluation of Mr. Baldanza’s performance, and Mr. Baldanza’s subjective evaluation and recommendations to the committee relating to Mr. Canfield’s performance. Messrs. Lancelot, Biffle and McKenzie did not receive base salary increases for 2010.

Bonuses. We provide cash bonuses to provide incentives to executive officers to achieve annual company-wide performance goals. All of our NEOs are eligible for annual cash bonuses, which are determined annually at the discretion of the compensation committee. The compensation committee has generally used a guideline target opportunity for our NEOs and other officers of 50% of base salary. The determination of the amount of annual bonuses paid to our executive officers generally reflects a number of objective and subjective considerations, including our cash, earnings and cost management, and a subjective evaluation of the individual contributions of the executive officer during the relevant period.

Although the Compensation Committee has determined the aggregate amount of 2010 bonuses for our NEOs, it has not yet determined the amount to be allocated to each NEO. It is anticipated that bonus determinations will be made in the first quarter of 2011. In determining these bonuses, the compensation committee is expected to review our 2010 performance in the following areas, among others: (i) Adjusted EBITDA; (ii) Adjusted CASM ex fuel and (iii) year-end cash. Bonus determinations are not formulaic and will be based on the compensation committee’s subjective determination in light of our performance relative to these earnings and cash objectives and other factors. For 2011 annual bonuses, the Compensation Committee has not yet approved a bonus structure.

Equity-based incentives . We believe that long-term performance is achieved through an ownership culture that rewards and encourages long-term performance by our executive officers through the use of cash and stock- based awards. Our board of directors adopted the Amended and Restated 2005 Incentive Stock Plan (the “2005 Stock Plan”) in order to attract and retain the best available personnel for positions of substantial responsibility, to provide additional incentives to our employees and consultants, and to promote the success of our business. The 2005 Stock Plan provides for the grant of options and restricted stock, among other equity-based awards. Historically we have granted options, restricted stock and restricted stock unit awards. The compensation committee determines on an annual basis who receives awards under the 2005 Stock Plan and the limitations on those awards. We intend to adopt a 2011 Equity Incentive Award Plan, or the 2011 plan, which will be effective upon the consummation of this offering. The 2011 Plan will replace the 2005 Stock Plan and no further grants will be made under the 2005 Stock Plan, and the 2005 Stock Plan will terminate, except with regard to grants then outstanding under the 2005 Stock Plan.

On July 27, 2010, Mr. McKenzie received an option to purchase 185,000 shares of our common stock in connection with his commencement of employment. Mr. McKenzie’s award was negotiated as part of his offer of employment and vests in four installments on each annual anniversary of December 10, 2009, his date of commencement of employment. Mr. McKenzie also received an additional option to purchase 30,000 shares on July 27, 2010 as part of our annual equity grants, which vests in four installments on each annual anniversary of the date of grant. These options have an exercise price of $7.80 per share, which was determined to be the fair market value of our common stock on the date of grant. The compensation committee determined the number of shares subject to Mr. McKenzie’s initial option grant based on arms-length negotiations in connection with his commencement of employment and its general knowledge of grants made by other companies and common practice in our industry. The compensation committee determined the number of shares subject to Mr. McKenzie’s additional option grant based on subjective review of Mr. McKenzie’s performance during the term of his employment, its review and consideration of his initial option grant and his role and responsibility within our company. In addition, Messrs.

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Biffle and Canfield each received options to purchase 10,000 shares on July 27, 2010. The compensation committee approved these awards based on its subjective review of each executive’s performance, unvested equity holdings and the Company’s need to retain and properly incentivize each executive.

We expect the annual equity awards we make to our executive officers will be driven by our sustained performance over time, our executive officers’ ability to impact our results that drive stockholder value, their organization level and their potential to take on roles of increasing responsibility. Equity forms a key part of the overall compensation for each executive officer and will be considered each year as part of the annual performance review process and incentive payout calculation.

Benefits . We provide the following benefits to our NEOs. These are the same benefits provided to all our employees:

•

medical, dental and vision insurance;

•

life insurance, accidental death and dismemberment and business travel and accident insurance;

•

employee assistance program;

•

health and dependent care flexible spending accounts;

•

short and long-term disability; and

•

401(k) plan.

In addition, we provide supplemental life insurance to our employees at the director level and above, including our executive officers.

Severance and Change in Control-Based Compensation . Our NEOs participate in an executive severance plan. Under the executive severance plan, in the event of (i) a termination without cause, (ii) a termination without cause in connection with a change in control of us or within twelve months following a change in control of us, or (iii) a termination for good reason within 30 days following a change in control of us, each participant that holds a Senior Vice President or higher position is entitled to receive, subject to, among other things, execution of a general release, continuation of salary payments and COBRA coverage for 12 months, a free family travel pass on our flights for 12 months and use of a blackberry for 30 days in order to allow the participant to transition to another device. The severance plan also references the benefits provided under the 2005 Stock Plan, which provides for full acceleration of awards in the event of a change in control or death or disability or if a participant is terminated without cause less than 90 days prior to a change in control. The benefits provided under the severance plan are in lieu of any other benefits provided under any other Company policy, plan or arrangement, including any benefits provided under any employment agreement. Under Mr. Baldanza’s employment agreement, we agreed to provide Mr. Baldanza with continuation of salary payments for 12 months and a lifetime travel pass on our flights if his employment is terminated by us without cause, subject to Mr. Baldanza’s execution of a general release. We believe that terminations of employment, both within and outside of the change in control context, are causes of great concern and uncertainty for senior executives and that providing protections to our executives in these contexts is therefore appropriate in order to alleviate these concerns and allow the executives to remain focused on their duties and responsibilities to the Company in all situations.

Perquisites . As is common in the airline industry, senior executives and their immediate families are entitled to certain travel privileges on our flights, which may be on a positive space basis. Similar travel benefits (which generally are on a space available basis) are afforded to all of our director-level employees and above. The value of such flight benefits for the executives is reported as taxable income. We believe that providing these benefits is a relatively inexpensive way to enhance the competitiveness of the executive’s compensation package. We do not provide any other significant perquisites or personal benefits to our named executive officers.

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Stock Ownership Guidelines . The board of directors has not implemented stock ownership guidelines for our executives. The board of directors has chosen not to require stock ownership given the limited market for our securities. The board of directors will continue to periodically review best practices and re-evaluate our position with respect to stock ownership guidelines.

Tax and Accounting Considerations . While our board of directors and our compensation committee generally consider the financial accounting and tax implications of their executive compensation decisions, neither element has been a material consideration in the compensation awarded to our NEOs historically. In addition, our compensation committee and our board of directors have considered the potential future effects of Section 162(m) of the Internal Revenue Code on the compensation paid to our NEOs. Section 162(m) disallows a tax deduction for any publicly held corporation for individual compensation exceeding $1 million in any taxable year for our chief executive officer and each of the other NEOs (other than our chief financial officer), unless compensation is performance-based. As we are not currently publicly-traded, our compensation committee has not previously taken the deductibility limit imposed by Section 162(m) into consideration in setting compensation.

2010 and 2009 Summary Compensation Table

The following table sets forth all of the compensation awarded to, earned by or paid to our NEOs during the past fiscal year.


Name and Principal Position	Year		Salary ($)		Bonus ($)			Stock Awards ($) (1)		Option Awards ($) (2)		All Other Compensation ($) (3)		Total ($)
B. Ben Baldanza		2010		468,930		(4	)		—		—		8,430		477,360
Chief Executive Officer and President		2009		457,200		308,623			46,750		—		8,417		820,990

David Lancelot		2010		291,011		(4	)		—		—		8,430		299,441
Senior Vice President and Chief Financial Officer		2009		291,011		196,432			22,000		—		7,807		517,250

Barry Biffle		2010		310,000		(4	)		—		40,300		8,430		358,730
Executive Vice President and Chief Marketing Officer		2009		310,000		225,000			37,125		—		8,417		580,542

Thomas Canfield		2010		299,167		(4	)		—		40,300		180		339,647
Senior Vice President, General Counsel and Secretary		2009		290,000		195,750			55,000		—		167		540,917

Ken McKenzie (5)		2010		335,000		(4	)		—		866,450		8,430		1,209,880
Chief Operating Officer		2009		24,480		—			—		—		—		24,480

(1)	Amounts shown in the “Stock Awards” column represent the aggregate grant date fair value of restricted stock granted during 2009 computed in accordance with FASB ASC Topic 718.

(2)

Amounts shown in the “Option Awards” column represent the aggregate grant date fair value of option awards granted during 2010 computed in accordance with FASB ASC Topic 718. The fair value of each option grant is estimated on the date of grant using the Black-Scholes option pricing model using the following weighted-average assumptions for options granted to all employees:


	2010
Risk-free interest rate		2.12	%
Expected life in years		6.25
Expected volatility		51.6	%
Expected dividend yield		0	%

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(3)	Amounts under the “All Other Compensation” column for 2010 consist of 401(k) company matching contribution and company-paid life insurance premiums and accidental death and dismemberment insurance premiums as follows:


Name	401(k) Plan Company Contributions(a)		Company-paid Life Insurance and accidental death and dismemberment insurance Premiums
Mr. Baldanza		8,250		180
Mr. Lancelot		8,250		180
Mr. Biffle		8,250		180
Mr. Canfield		0		180
Mr. McKenzie		8,250		180

(a) See “Employee Benefits Plans—401(k) Plan” for a description of employer matching contributions made under our defined contribution 401(k) plans.

(4)	As of February 25, 2011, the amount of the bonuses allocated to each of our NEOs for 2010 had not been determined. We anticipate that such allocations will be made in the first quarter of 2011.

(5)	Mr. McKenzie’s compensation for 2009 is pro-rated to reflect his commencement of employment with us as our Chief Operating Officer on December 10, 2009.

Grants of Plan-Based Awards in 2010

The following table sets forth certain information with respect to grants of plan-based awards to our NEOs for 2010.

Name

Approval
Date

Grant
Date

All Other
Option Awards:
Number of
Securities
Underlying
Options
(#)

Grant
Date
Fair Value
of Stock
and
Option
Awards
($)(1)

Barry Biffle

7/27/10

10,000

40,300

Thomas Canfield

7/27/10

10,000

40,300

Ken McKenzie

7/27/10

185,000

745,550

7/27/10

30,000

120,900

(1)	Amounts shown in this column represent the aggregate grant date fair value of option awards granted during 2010 as computed in accordance with FASB ASC Topic 718. See footnote (2) to the Summary Compensation Table for a discussion of valuation assumptions for the aggregate grant date fair values .

Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards

Employment Agreement and Offer Letters

B. Ben Baldanza. On January 24, 2005, we entered into an employment agreement with B. Ben Baldanza, our current Chief Executive Officer and President. Under the employment agreement, Mr. Baldanza is entitled to receive an annual base salary of no less than $450,000 as Chief Executive Officer, a target bonus of 50% but not exceeding 100% of his base salary, as well as a monthly car allowance. In 2007, Mr. Baldanza’s car allowance (and that of other senior executives) was eliminated in connection with a salary increase in that year. The agreement provided for a grant of 225,000 shares of restricted stock in connection with his commencement of employment and an additional grant of 125,000 shares of restricted stock when Mr. Baldanza succeeded to the

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position of Chief Executive Officer. In addition, we agreed to provide Mr. Baldanza with 12 months of base salary and a lifetime family travel pass on our flights if his employment is terminated by us without cause, subject to Mr. Baldanza’s execution of a general release.

David Lancelot. On December 11, 2006, we entered into an employment letter agreement with David Lancelot, our current Senior Vice President and Chief Financial Officer. Under the agreement, Mr. Lancelot is entitled to receive an annual base salary from us initially set at $285,000, as well as a monthly car allowance (which was eliminated in 2007 in lieu of base salary increases). The letter agreement also provides that Mr. Lancelot would be eligible to participate in an incentive compensation program, as approved by our board of directors. In addition, the agreement provided for a grant of 90,000 shares of restricted stock to Mr. Lancelot in connection with his commencement of employment, in accordance with the terms of our 2005 Stock Plan.

Barry Biffle. On January 27, 2005, we entered into an employment letter agreement with Barry Biffle, our current Executive Vice President and Chief Operating Officer. Under the agreement, Mr. Biffle is entitled to receive an annual base salary from us initially set at $200,000, as well as a monthly car allowance (which was eliminated in 2007 in lieu of base salary increases). Under the agreement, Mr. Biffle was entitled to an initial equity entitlement in an amount equal to 0.75% of our then-outstanding common stock, or 75,000 shares.

Thomas Canfield. On September 10, 2007, we entered into an employment letter agreement with Thomas Canfield, our current Senior Vice President, General Counsel and Secretary. Under the agreement, Mr. Canfield is entitled to receive an annual base salary from us initially set at $275,000, a target bonus at 50% of base salary with the maximum payout capped at 200% of base salary. In addition, the agreement provided for a grant of 75,000 shares of restricted stock to Mr. Canfield in connection with his commencement of employment, in accordance with the terms of our 2005 Stock Plan.

Ken McKenzie . On November 21, 2009, we entered into an employment letter agreement with Ken McKenzie, our current Chief Operating Officer. Under the agreement, Mr. McKenzie is entitled to receive an annual base salary from us initially set at $335,000. In addition, the agreement provided for a grant of 125,000 shares of restricted stock or other stock-based compensation to Mr. McKenzie in connection with his commencement of employment, in accordance with the terms of our 2005 Stock Plan. The agreement also provides that Mr. McKenzie is entitled to positive space travel on our airlines.

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Outstanding Equity Awards at December 31, 2010

The following table lists all outstanding equity awards held by our NEOs as of December 31, 2010.


				Option Awards								Stock Awards
Name	Vesting Commencement Date			Number of Securities Underlying Unexercised Options (#) Exercisable		Number Of Securities Underlying Unexercised Options (#) Unexercisable		Option Exercise Price ($)		Option Expiration Date		Number Of Shares Of Stock That Have Not Vested (#)		Market Value of Shares of Stock That Have Not Vested ($)(1)
B. Ben Baldanza		5/5/09	(2)										31,875	$	312,694
		2/11/08	(3)										35,000		343,350
		7/11/07	(4)										9,375		91,969

David Lancelot		5/5/09	(2)										15,000		147,150
		2/11/08	(3)										25,000		245,250
		7/11/07	(4)										6,875		67,444
		2/20/07	(4)										22,500		220,725

Barry Biffle		2/2/10	(5)		—		10,000	$	7.80		7/27/20		—		—
		5/5/09	(2)										25,313		248,321
		12/1/08	(3)										37,500		367,875
		2/11/08	(3)										30,000		294,300
		7/11/07	(4)										7,813		76,646

Thomas Canfield		2/2/10	(5)		—		10,000	$	7.80		7/27/20		—		—
		5/5/09	(2)										37,500		367,875
		2/11/08	(3)										25,000		245,250
		10/10/07	(4)										18,750		183,938

Ken McKenzie		7/27/10	(5)		—		30,000	$	7.80		7/27/20		—		—
		12/10/09	(6)		46,250		138,750	$	7.80		7/27/20		—		—

(1)	The market value of shares of stock that have not vested is calculated based on the fair market value of our common stock as of December 31, 2010 which our board of directors determined to be $9.81.

(2)	The unvested shares vest in three equal annual installments on each of the second, third and fourth anniversaries of the vesting commencement date.

(3)	The unvested shares vest in two equal installments on the third and fourth anniversaries of the vesting commencement date.

(4)	The unvested shares vest on the fourth anniversary of the vesting commencement date.

(5)	The options vest in equal annual installments of 25% on each of the four succeeding anniversary dates of the vesting commencement date.

(6)	The options vest in equal annual installments on each of the second, third and fourth anniversaries of the vesting commencement date.

Option Exercises and Stock Vested in 2010

The following table shows information regarding vesting of restricted stock held by our NEOs during 2010. We have calculated the value realized on vesting by multiplying the number of shares of stock by the fair market value of our common stock on the vesting date. We have provided no information regarding stock option exercises because no NEOs exercised any stock options during 2010.


	Stock Awards
Name	Number of Shares Acquired on Vesting (#)		Value Realized on Vesting ($) (1)
B. Ben Baldanza		37,500		267,825
David Lancelot		46,875		316,275
Barry Biffle		51,749		527,286
Thomas Canfield		43,750		357,320
Ken McKenzie		—		—

(1)	Amounts shown are based on the fair market value of our common stock on the applicable vesting date.

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Pension Benefits

None of our NEOs participates in or has account balances in qualified or non-qualified defined benefit plans sponsored by us.

Nonqualified Deferred Compensation

None of our NEOs participate in or have account balances in non-qualified defined contribution plans or other deferred compensation plans maintained by us.

Potential Payments upon Termination or Change in Control

The information below describes and quantifies certain compensation and benefits that would have become payable to each of our NEOs if our NEO’s employment had terminated on December 31, 2010 as a result of each of the termination scenarios described below, taking into account the named executive’s compensation as of that date. The information below does not generally reflect compensation and benefits available to all salaried employees upon termination of employment with us under similar circumstances. We are not obligated to provide any additional compensation in connection with a change in control.


Name of Executive Officer	Termination Scenario	Severance ($) (1)		Value of Unvested Restricted Stock Awards ($) (2)		Value of Unvested Option Awards (3)		Value of Continued Health Care Coverage Premiums ($) (4)		Life Insurance Proceeds ($) (5)		Other ($) (6)		Total ($)
B. Ben Baldanza	Termination without Cause(7)		470,000		—		—		—		—		29,652		499,652

	Change of Control		—		748,013		—		—		—		—		748,013

	Qualifying Termination in Connection with a Change in Control(8)		470,000		748,013		—		17,491		—		1,054		1,236,558

	Death or Disability		—		748,013		—		—		75,000		—		823,013

David W. Lancelot	Termination without Cause(7)		291,011		—		—		17,491		—		1,706		310,208

	Change of Control		—		680,569		—		—		—		—		680,569

	Qualifying Termination in Connection with a Change in Control(8)		291,011		680,569		—		17,491		—		1,706		990,777

	Death or Disability		—		680,569		—		—		75,000		—		755,569

Barry L. Biffle	Termination without Cause(7)		310,000		—		—		17,491		—		1,054		328,545

	Change of Control		—		987,141		20,100		—		—		—		1,007,241

	Qualifying Termination in Connection with a Change in Control(8)		310,000		987,141		20,100		17,491		0		1,054		1,335,786

	Death or Disability		—		987,141		20,100		—		75,000		0		1,082,241

Thomas C. Canfield	Termination without Cause(7)		300,000		—		—		17,491		0		1,054		318,545

	Change of Control		—		797,063		20,100		—		—		—		817,163

	Qualifying Termination in Connection with a Change in Control(8)		300,000		797,063		20,100		17,491		—		1,054		1,135,708

	Death or Disability		—		797,063		20,100		—		75,000		—		892,163

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Name of Executive Officer	Termination Scenario	Severance ($) (1)		Value of Unvested Restricted Stock Awards ($) (2)		Value of Unvested Option Awards (3)		Value of Continued Health Care Coverage Premiums ($) (4)		Life Insurance Proceeds ($) (5)		Other ($) (6)		Total ($)

Ken McKenzie	Termination without Cause(7)(9)		335,000		—		0		17,491		—		1,380		353,871

	Change of Control		—		—		339,188		—		—		0		339,188

	Qualifying Termination in Connection with a Change in Control(8)(9)		335,000		—		339,188		17,491		—		1,380		693,059

	Death or Disability		—		—		339,188		—		75,000		—		414,188

(1)	Represents continuation of salary payments for 12 months.

(2)

Represents the aggregate value of the executive’s unvested restricted stock that would have vested on an accelerated basis, determined by multiplying the number of accelerating shares by the fair market value of our common stock ($9.81) as of December 31, 2010. Under the 2005 Stock Plan, in the event of a change of control, death or disability or if a participant is terminated without cause less than 90 days prior to a change in control, all awards become fully vested.

(3)	Represents the aggregate value of the executive’s unvested option awards that would have vested on an accelerated basis, based on the spread between the fair market value of our common stock ($9.81) as of December 31, 2010 and the stock options’ exercise prices.

(4)	Represents continued coverage under COBRA for 12 months under the executive severance plan based on the incremental cost of our contribution as of December 31, 2010 to provide this coverage.

(5)	Our NEOs each receive life insurance proceeds of $75,000 upon death, which amounts have been included in the table. We pay the premiums for term life insurance for all eligible employees providing coverage ranging between $20,000 and $100,000.

(6)

For NEOs other than Mr. Baldanza, represents the value of a free family travel pass for 12 months and use of a blackberry for 30 days in order to allow the participant to transition to another device. The value of the flight benefits for 12 months was calculated using an incremental cost approach, assuming that executives and eligible family members would each take 10 round trip flights during the period, each with an incremental cost that includes the estimated cost of incremental fuel, insurance, security, station cleaning, facility rent and station baggage rent, but excludes fees and taxes paid by the named executive officer for the air transportation. In the case of Mr. Baldanza, in the event of a termination without cause only, represents the value of a lifetime travel pass (including immediate family) on our flights, as provided under his employment agreement. The present value of the lifetime flight benefit was calculated using a discount rate of 7.00% and mortality assumptions based on the United States Statistics Life Expectancy Tables. The value was calculated using an incremental cost approach, assuming that Mr. Baldanza and his eligible family members would each take 10 round trip flights during each year, each with an incremental cost that includes the estimated cost of incremental fuel, insurance, security, station cleaning, facility rent and station baggage rent, but excludes fees and taxes paid by Mr. Baldanza for the air transportation.

(7)	Represents the benefits payable to Mr. Baldanza under his employment agreement and the benefits payable to each other NEO under the executive severance plan.

(8)

Represents the benefits payable to each NEO under the executive severance plan in the event of a termination without cause in connection with a change in control of us or within twelve months following a change in control of us or a termination for good reason within 30 days following a change in control of us.

(9)	Mr. McKenzie became eligible for benefits under our executive severance plan on June 10, 2010, which is six months after his commencement of employment with us.

Compensation Risk Assessment

Management considered our compensation policies and practices for our employees to determine if these policies and practices give rise to risks that are reasonably likely to have a material adverse effect on us.

This risk assessment process included a review by management of our compensation policies and practices and identification of risks and risk controls related to the programs. Although management reviewed all

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compensation programs, it focused on the programs with variability of payout, which means the participant is able to directly affect payout. Management assessed our compensation programs against potential compensation risks relating to pay mix, performance metrics, payment timing and adjustments, equity incentives, performance appraisals, and leadership and culture. No areas of risk were determined to be reasonably likely to have a material adverse effect on us.

In reaching its conclusion that our compensation policies and practices do not give rise to risks that are reasonably likely to have a material adverse effect on us, management considered the following:

•

For most of our employees, cash compensation is fixed in the form of base salaries or hourly cash compensation. For our officers and director-level employees, the majority of cash compensation is also fixed in the form of base salaries. Fixed compensation in the form of base salaries or hourly compensation provide income regardless of our short-term performance and do not create an incentive for employees to take unnecessary risks.

•

The performance objectives under our cash incentive plans are balanced. We do not use a revenue-based measure, and we balance measures from the income statement and balance sheet. For 2009, our performance under our executive cash incentive plan was measured by our achievement of the following four performance objectives, each weighted equally: consolidated year-end cash; earnings before interest, taxes, depreciation and amortization; earnings before interest, taxes, depreciation, amortization and rent; and cost per available seat mile.

•

The Compensation Committee exercises broad discretion in determining compensation amounts, and qualitative factors beyond quantitative financial metrics are a key consideration in the determination of individual cash bonuses and long-term equity awards. For example, for 2009, the determination of bonus payouts under our executive cash incentive was not formulaic and was based on the Compensation Committee’s evaluation of qualitative factors beyond quantitative financial metrics.

•

The financial opportunity in our long-term incentive program is best realized through long-term appreciation of our stock price, which mitigates excessive short-term risk-taking. Equity-based awards vest over four years, subject to the holder’s continuing service with us. This promotes alignment of our employees’ interests with our long-term objectives and interests and with stockholders’ interests.

Employee Benefit Plans

The principal features of our equity incentive plans and our 401(k) plan are summarized below. These summaries are qualified in their entirety by reference to the text of the plans, which, other than the 401(k) plan, are filed as exhibits to the registration statement.

2011 Equity Incentive Award Plan

We intend to adopt a 2011 Equity Incentive Award Plan, or the 2011 Plan, which will be effective on the date of adoption. The principal purpose of the 2011 Plan is to attract, retain and engage selected employees, consultants and directors through the granting of stock-based compensation awards and cash-based performance bonus awards. The 2011 Plan is also designed to permit us to make cash-based awards and equity-based awards intended to qualify as “performance-based compensation” under Section 162(m) of the Internal Revenue Code of 1986, as amended, or the Code. The principal features of the 2011 Plan are summarized below. This summary is qualified in its entirety by reference to the text of the 2011 Plan, which is filed as an exhibit to the registration statement of which this prospectus is a part.

Share Reserve. Under the 2011 Plan, shares of our common stock will be initially reserved for issuance pursuant to a variety of stock-based compensation awards, including stock options, stock appreciation rights, or SARs, restricted stock awards, restricted stock unit awards, deferred stock awards, dividend equivalent awards, stock payment awards and performance awards and other stock-based awards, plus the number of shares remaining available for future awards under our 2005 Stock Plan as of the completion of this offering. The

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number of shares initially reserved for issuance or transfer pursuant to awards under the 2011 Plan will be increased by (i) the number of shares represented by awards outstanding under our 2005 Stock Plan that are forfeited or lapse unexercised and which following the effective date are not issued under the 2005 Stock Plan and (ii) an annual increase on the first day of each fiscal year beginning in 2012 and ending in 2021, equal to the least of (A) shares, (B) percent ( %) of the shares of stock outstanding (on an as converted basis) on the last day of the immediately preceding fiscal year and (C) such smaller number of shares of stock as determined by our board of directors; provided, however, no more than shares of stock may be issued upon the exercise of incentive stock options.

The following counting provisions will be in effect for the share reserve under the 2011 Plan:

•

to the extent that an award terminates, expires or lapses for any reason or an award is settled in cash without the delivery of shares, any shares subject to the award at such time will be available for future grants under the 2011 Plan;

•

to the extent shares are tendered or withheld to satisfy the grant, exercise price or tax withholding obligation with respect to any award under the 2011 Plan, such tendered or withheld shares will be available for future grants under the 2011 Plan;

•

to the extent that shares of our common stock are repurchased by us prior to vesting so that shares are returned to us, such shares will be available for future grants under the 2011 Plan;

•

the payment of dividend equivalents in cash in conjunction with any outstanding awards will not be counted against the shares available for issuance under the 2011 Plan; and

•

to the extent permitted by applicable law or any exchange rule, shares issued in assumption of, or in substitution for, any outstanding awards of any entity acquired in any form of combination by us or any of our subsidiaries will not be counted against the shares available for issuance under the 2011 Plan.

Administration. The compensation committee of our board of directors will administer the 2011 Plan unless our board of directors assumes authority for administration. The 2011 Plan provides that the compensation committee may delegate its authority to grant awards to employees other than executive officers and certain senior executives of the company to a committee consisting of one or more members of our board of directors or one or more of our officers.

Subject to the terms and conditions of the 2011 Plan, the administrator has the authority to select the persons to whom awards are to be made, to determine the number of shares to be subject to awards and the terms and conditions of awards, and to make all other determinations and to take all other actions necessary or advisable for the administration of the 2011 Plan. The administrator is also authorized to adopt, amend or rescind rules relating to administration of the 2011 Plan. Our board of directors may at any time remove the compensation committee as the administrator and revest in itself the authority to administer the 2011 Plan. The full board of directors will administer the 2011 Plan with respect to awards to non-employee directors.

Eligibility. Options, SARs, restricted stock and all other stock-based and cash-based awards under the 2011 Plan may be granted to individuals who are then our officers, employees or consultants or are the officers, employees or consultants of certain of our subsidiaries. Such awards also may be granted to our directors. Only employees of our company or certain of our subsidiaries may be granted incentive stock options, or ISOs.

Awards. The 2011 Plan provides that the administrator may grant or issue stock options, SARs, restricted stock, restricted stock units, deferred stock, dividend equivalents, performance awards, stock payments and other stock-based and cash-based awards, or any combination thereof. Each award will be set forth in a separate agreement with the person receiving the award and will indicate the type, terms and conditions of the award.

•

Nonqualified Stock Options , or NQSOs, will provide for the right to purchase shares of our common stock at a specified price, which may not be less than fair market value on the date of grant, and usually

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will become exercisable (at the discretion of the administrator) in one or more installments after the grant date, subject to the participant’s continued employment or service with us and/or subject to the satisfaction of corporate performance targets and individual performance targets established by the administrator. NQSOs may be granted for any term specified by the administrator that does not exceed ten years from the grant date.

•

Incentive Stock Options , or ISOs, will be designed in a manner intended to comply with the provisions of Section 422 of the Code and will be subject to specified restrictions contained in the Code. Among such restrictions, ISOs must have an exercise price of not less than the fair market value of a share of common stock on the grant date, may only be granted to employees, and must not be exercisable after a period of ten years measured from the grant date. In the case of an ISO granted to an individual who owns (or is deemed to own) at least 10% of the total combined voting power of all classes of our capital stock, the 2011 Plan provides that the exercise price must be at least 110% of the fair market value of a share of common stock on the grant date and the ISO must not be exercisable after a period of five years from the date of grant.

•

Restricted Stock may be granted to any eligible individual and made subject to such restrictions as may be determined by the administrator. Restricted stock, typically, may be forfeited for no consideration or repurchased by us at the original purchase price if the conditions or restrictions on vesting are not met. In general, restricted stock may not be sold or otherwise transferred until restrictions are removed or expire. Purchasers of restricted stock, unlike recipients of options, will have voting rights and will have the right to receive dividends, if any, prior to the time when the restrictions lapse, however, extraordinary dividends will generally be placed in escrow, and will not be released until restrictions are removed or expire.

•

Restricted Stock Units may be awarded to any eligible individual, typically without payment of consideration, but subject to vesting conditions based on continued employment or service or on performance criteria established by the administrator. Like restricted stock, restricted stock units may not be sold, or otherwise transferred or hypothecated, until vesting conditions are removed or expire. Unlike restricted stock, stock underlying restricted stock units will not be issued until the restricted stock units have vested, and recipients of restricted stock units generally will have no voting or dividend rights prior to the time when vesting conditions are satisfied.

•

Deferred Stock Awards represent the right to receive shares of our common stock on a future date. Deferred stock may not be sold or otherwise hypothecated or transferred until issued. Deferred stock will not be issued until the deferred stock award has vested, and recipients of deferred stock generally will have no voting or dividend rights prior to the time when the vesting conditions are satisfied and the shares are issued. Deferred stock awards generally will be forfeited, and the underlying shares of deferred stock will not be issued, if the applicable vesting conditions and other restrictions are not met.

•

Stock Appreciation Rights , or SARs, may be granted in connection with stock options or other awards, or separately. SARs granted in connection with stock options or other awards typically will provide for payments to the holder based upon increases in the price of our common stock over a set exercise price. The exercise price of any SAR granted under the 2011 Plan must be at least 100% of the fair market value of a share of our common stock on the date of grant. Except as required by Section 162(m) of the Code with respect to a SAR intended to qualify as performance-based compensation as described in Section 162(m) of the Code, there are no restrictions specified in the 2011 Plan on the exercise of SARs or the amount of gain realizable therefrom, although restrictions may be imposed by the administrator in the SAR agreements. SARs under the 2011 Plan will be settled in cash or shares of our common stock, or in a combination of both, at the election of the administrator.

•

Dividend Equivalents represent the value of the dividends, if any, per share paid by us, calculated with reference to the number of shares covered by the award. Dividend equivalents may be settled in cash or shares and at such times as determined by the compensation committee or board of directors, as applicable.

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•

Performance Awards may be granted by the administrator on an individual or group basis. Generally, these awards will be based upon specific performance targets and may be paid in cash or in common stock or in a combination of both. Performance awards may include “phantom” stock awards that provide for payments based upon the value of our common stock. Performance awards may also include bonuses that may be granted by the administrator on an individual or group basis and which may be payable in cash or in common stock or in a combination of both.

•

Stock Payments may be authorized by the administrator in the form of common stock or an option or other right to purchase common stock as part of a deferred compensation on other arrangement in lieu of all or any part of compensation, including bonuses, that would otherwise be payable in cash to the employee, consultant or non-employee director.

Change in Control . In the event of a change in control where the acquirer does not assume or replace awards granted under the 2011 Plan, awards issued under the 2011 Plan will be subject to accelerated vesting such that 100% of such awards will become vested and exercisable or payable, as applicable, prior to the consummation of such transaction and if not exercised or paid the awards will terminate upon consummation of the transaction. In addition, the administrator will also have complete discretion to structure one or more awards under the 2011 Plan to provide that such awards will become vested and exercisable or payable on an accelerated basis in the event such awards are assumed or replaced with equivalent awards but the individual’s service with us or the acquiring entity is subsequently terminated within a designated period following the change in control event. The administrator may also make appropriate adjustments to awards under the 2011 Plan and is authorized to provide for the acceleration, cash-out, termination, assumption, substitution or conversion of such awards in the event of a change in control or certain other unusual or nonrecurring events or transactions. Under the 2011 Plan, a change in control is generally defined as:

•

the transfer or exchange in a single or series of related transactions by our stockholders of more than 50% of our voting stock to a person or group;

•

a change in the composition of our board of directors over a two-year period such that 50% or more of the members of our board of directors were elected through one or more contested elections;

•

a merger, consolidation, reorganization or business combination in which we are involved, directly or indirectly, other than a merger, consolidation, reorganization or business combination, which results in our outstanding voting securities immediately before the transaction continuing to represent a majority of the voting power of the acquiring company’s outstanding voting securities and after which no person or group beneficially owns 50% or more of the outstanding voting securities of the surviving entity immediately after the transaction;

•

the sale, exchange, or transfer of all or substantially all of our assets; or

•

stockholder approval of our liquidation or dissolution.

Adjustments of Awards. In the event of any stock dividend, stock split, combination or exchange of shares, merger, consolidation, spin-off, recapitalization, distribution of our assets to stockholders (other than normal cash dividends) or any other corporate event affecting the number of outstanding shares of our common stock or the share price of our common stock that would require adjustments to the 2011 Plan or any awards under the 2011 Plan in order to prevent the dilution or enlargement of the potential benefits intended to be made available thereunder, the administrator will make appropriate, proportionate adjustments to:

•

the aggregate number and type of shares subject to the 2011 Plan;

•

the number and kind of shares subject to outstanding awards and terms and conditions of outstanding awards (including, without limitation, any applicable performance targets or criteria with respect to such awards); and

•

the grant or exercise price per share of any outstanding awards under the 2011 Plan.

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Amendment and Termination. Our board of directors or the committee (with board of director approval) may terminate, amend or modify the 2011 Plan at any time and from time to time. However, we must generally obtain stockholder approval:

•

to increase the number of shares available under the 2011 Plan (other than in connection with certain corporate events, as described above);

•

to grant options with an exercise price that is below 100% of the fair market value of shares of our common stock on the grant date;

•

to extend the exercise period for an option beyond ten years from the date of grant; or

•

to the extent required by applicable law, rule or regulation (including any applicable stock exchange rule).

Notwithstanding the foregoing, an option may be amended to reduce the per share exercise price below the per share exercise price of such option on the grant date and options may be granted in exchange for, or in connection with, the cancellation or surrender of options having a higher per share exercise price without receiving additional stockholder approval.

Expiration Date. The 2011 Plan will expire on, and no option or other award may be granted pursuant to the 2011 Plan after, the tenth anniversary of the effective date of the 2011 Plan. Any award that is outstanding on the expiration date of the 2011 Plan will remain in force according to the terms of the 2011 Plan and the applicable award agreement.

Securities Laws and U.S. Federal Income Taxes. The 2011 Plan is designed to comply with various securities and U.S. federal tax laws as follows:

Securities Laws. The 2011 Plan is intended to conform to all provisions of the Securities Act and the Exchange Act and any and all regulations and rules promulgated by the SEC thereunder, including without limitation, Rule 16b-3. The 2011 Plan will be administered, and options will be granted and may be exercised, only in such a manner as to conform to such laws, rules and regulations.

Section 409A of the Code. Certain awards under the 2011 Plan may be considered “nonqualified deferred compensation” for purposes of Section 409A of the Code, which imposes certain additional requirements regarding the payment of deferred compensation. Generally, if at any time during a taxable year a nonqualified deferred compensation plan fails to meet the requirements of Section 409A, or is not operated in accordance with those requirements, all amounts deferred under the 2011 Plan and all other equity incentive plans for the taxable year and all preceding taxable years by any participant with respect to whom the failure relates are includible in gross income for the taxable year to the extent not subject to a substantial risk of forfeiture and not previously included in gross income. If a deferred amount is required to be included in income under Section 409A, the amount also is subject to interest and an additional income tax. The interest imposed is equal to the interest at the underpayment rate plus one percentage point, imposed on the underpayments that would have occurred had the compensation been includible in income for the taxable year when first deferred, or if later, when not subject to a substantial risk of forfeiture. The additional U.S. federal income tax is equal to 20% of the compensation required to be included in gross income. In addition, certain states, including California, have laws similar to Section 409A, which impose additional state penalty taxes on such compensation.

Section 162(m) of the Code. In general, under Section 162(m) of the Code, income tax deductions of publicly held corporations may be limited to the extent total compensation (including, but not limited to, base salary, annual bonus, and income attributable to stock option exercises and other non-qualified benefits) for certain executive officers exceeds $1,000,000 (less the amount of any “excess parachute payments” as defined in Section 280G of the Code) in any taxable year of the corporation. However, under Section 162(m), the deduction limit does not apply to certain “performance-based compensation” established by an independent compensation

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committee that is adequately disclosed to and approved by stockholders. In particular, stock options and SARs will satisfy the “performance-based compensation” exception if the awards are made by a qualifying compensation committee, the 2011 Plan sets the maximum number of shares that can be granted to any person within a specified period and the compensation is based solely on an increase in the stock price after the grant date. Specifically, the option exercise price must be equal to or greater than the fair market value of the stock subject to the award on the grant date. Under a Section 162(m) transition rule for compensation plans of corporations that are privately held and that become publicly held in an initial public offering, the 2011 Plan will not be subject to Section 162(m) until a specified transition date, which is the earlier of:

•

the material modification of the 2011 Plan;

•

the issuance of all of the shares of our common stock reserved for issuance under the 2011 Plan;

•

the expiration of the 2011 Plan; or

•

the first meeting of our stockholders at which members of our board of directors are to be elected that occurs after the close of the third calendar year following the calendar year in which our initial public offering occurs.

After the transition date, rights or awards granted under the 2011 Plan, other than options and SARs, will not qualify as “performance-based compensation” for purposes of Section 162(m) unless such rights or awards are granted or vest upon pre-established objective performance goals, the material terms of which are disclosed to and approved by our stockholders. Thus, after the transition date, we expect that such other rights or awards under the plan will not constitute performance-based compensation for purposes of Section 162(m).

We intend to file with the SEC a registration statement on Form S-8 covering the shares of our common stock issuable under the 2011 Plan.

Amended and Restated 2005 Incentive Stock Plan

Our board of directors adopted, and our stockholders approved, the Amended and Restated 2005 Incentive Stock Plan, or the 2005 Stock Plan, effective January 1, 2008. The total number of shares of common stock that may be issued pursuant to awards granted under the 2005 Stock Plan is 2,500,000 shares. The 2005 Stock Plan provides for the grant of non-qualified stock options, stock appreciation rights, restricted stock, performance shares, phantom stock, restricted stock units and other awards that are valued in whole or in part by reference to our stock. As of December 31, 2010, 469,000 options to purchase shares of our common stock and 1,858,875 shares of restricted stock remained outstanding under the 2005 Stock Plan. As of December 31, 2010, 21,022 shares of our common stock remained available for future issuance under the 2005 Stock Plan. Following the completion of this offering, no further awards will be granted under the 2005 Stock Plan, and all outstanding awards will continue to be governed by their existing terms.

Administration . Our compensation committee, or such other committee of the board appointed by our board of directors, or, if our board has not designated a committee to administer the plan, the board of directors has the authority to administer the 2005 Stock Plan and the awards granted under it. The Committee may, in accordance with the terms of the 2005 Stock Plan, make appropriate adjustments to the number of shares of our common stock available for the grant of awards and the terms of outstanding awards to reflect any stock dividend or distribution, stock split, reverse stock split, recapitalization, reclassification, reorganization or combination or exchange of shares (and certain other events affecting our capital structure or business).

Nonqualified Stock Options. The 2005 Stock Plan provides for the grant of NQSOs. NQSOs provide for the right to purchase shares of our common stock at a specified price, which may not be less than fair market value on the date of grant, and usually will become exercisable (at the discretion of the administrator) in one or more installments after the grant date, subject to the participant’s continued employment or service with us and/or subject to the satisfaction of corporate performance targets and individual performance targets established by the administrator. NQSOs may be granted for any term specified by the administrator that does not exceed ten years.

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Restricted Stock. The 2005 Stock Plan provides for the grant of restricted stock awards. Restricted stock may be granted to employees, directors, consultants and prospective employees in connection with an offer of future employment with the Company. Restricted Stock may be granted in such amount and subject to such restrictions as may be determined by the administrator. In general, restricted stock that is subject solely to future service requirements vests in equal annual increments of 25%, with one increment vesting on each anniversary date of the grant date. Shares of restricted stock subject to attainment of performance goals are released from restrictions only after the attainment of such performance goals has been determined by the administrator. Participants holding restricted stock have all rights of stockholders with respect to such shares, including voting rights. All cash or stock dividends that would otherwise be paid with respect to restricted stock shall be designated as dividend equivalents and held in escrow by the Company and distributed to the participant when the underlying stock is distributed. If a participant’s employment or service with us terminates other than for “cause” (as defined in the 2005 Stock Plan) or voluntary termination within 90 days following an event that would be ground for termination for “cause,” disability or death, all unvested shares of restricted stock expire and all unvested shares of restricted stock and any dividends or distributions held in escrow by the Company with respect to such unvested restricted stock is forfeited immediately and returned to the Company. In the event a participant’s employment or service with us is terminated by the Company without “cause” less than 90 days prior to a change in control, such participant’s shares of restricted stock shall be considered fully vested as of the date of termination. In the event of a change in control, death or disability, the participant’s shares of restricted stock fully vest. If a participant’s employment or service is terminated for “cause” or voluntary termination within 90 days following an event that would be ground for termination for “cause,” all vested and unvested shares are forfeited and deemed expired. In addition, in the event an employee is determined by our board of directors to no longer hold a “management position” (as defined in the form of restricted stock award agreement), the shares held by such employee, whether vested or unvested, will be forfeited.

Change in Control. In the event of a change in control of the Company all awards shall fully vest and any restrictions on transfer of the awards shall lapse. In addition, the administrator may in its sole discretion: (i) terminate all awards that can be exercised, subject to the ability of the participants to exercise any vested awards or to receive a cash payment equal to the difference between the change in control price and the exercise price of any vested awards, (ii) in the event of a liquidation or dissolution of us, convert awards into the right to receive the liquidation proceeds, less the exercise price, or (iii) any combination of the above.

Nontransferability. Generally, awards granted under the 2005 Stock Plan are not transferable by a participant other than by will or by the laws of descent and distribution, except that the administrator may provide that an award is transferable to certain “family members” (as defined in the 2005 Stock Plan).

401(k) Plan

We have two defined contribution 401(k) plans. The Spirit Airlines, Inc. Employee Retirement Savings Plan was adopted on February 1, 1994. Generally all employees that are not covered by the pilots’ collective bargaining agreement who have at least one year of service, have worked at least 1,000 hours during the year and have attained the age of 21 may participate in this plan. We may make a Qualified Discretionary Contribution, as defined in the plan, or provide matching contributions to this plan. Effective July 1, 2007, we amended this plan to change the service requirement to 60 days and provided for matching contribution to the plan at 50% of the employee’s contribution, up to 6% of an employee’s annual compensation.

The Spirit Airlines, Inc. Pilots’ Retirement Savings Plan is for our pilots, and contain the same service requirements as our plan and was amended effective July 1, 2007 to change the service requirements to 60 days and having attained the age of 21. We match 100% of our pilot’s contributions, up to 8% of the individual pilot’s annual compensation.

Matching contributions made to both plans were $3.8 million, $3.9 million and $4.8 million in the years ended December 31, 2008, 2009 and 2010, respectively.

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CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

We describe below transactions and series of similar transactions, during our last three fiscal years, to which we were a party or will be a party, in which:

•

the amounts involved exceeded or will exceed $120,000; and

•

any of our directors, executive officers, holders of more than 5% of our common stock or any member of their immediate family had or will have a direct or indirect material interest.

Each agreement described below is filed as an exhibit to the registration statement of which this prospectus forms a part, and the following descriptions are qualified by reference to such agreements.

2006 Securities Purchase Agreement

In July 2006, we entered into a Second Amended and Restated Securities Purchase Agreement, or Securities Purchase Agreement, with certain investors, including Indigo Florida, L.P., Indigo Miramar LLC, OCM Spirit Holdings II, LLC, OCM Spirit Holdings III, LLC and OCM Spirit Holdings III-A, LLC. Indigo Florida, Indigo Miramar and OCM Spirit Holdings II, LLC each own more than 5% of our common stock. In addition, Bill Franke, one of our directors, is the managing partner of Indigo, the entity that controls both Indigo Miramar and Indigo Florida, and Jordon Kruse, one of our directors, is a managing director of Oaktree, the entity that controls OCM Spirit Holdings II, OCM Spirit Holdings III and OCM Spirit Holdings III-A. Pursuant to the Securities Purchase Agreement, Indigo Florida and Indigo Miramar agreed to purchase $45.0 million of the Tranche B Notes and shares of our common stock, OCM Spirit Holdings III and OCM Spirit Holdings III-A agreed to purchase $15.0 million of Tranche B Notes and OCM Spirit Holdings II agreed to purchase $66.7 million of Tranche A Notes. Interest accrues on both the Tranche A and Tranche B notes at a rate of 17% per annum, compounded annually on December 31, to the extent not paid in cash. All Tranche A and Tranche B Notes mature on April 30, 2012, except for $20.0 million of Tranche A Notes which are due on December 30, 2011. Pursuant to the terms of the Securities Purchase Agreement, if our unrestricted cash balance falls below a stated level, Indigo Florida, Indigo Miramar, OCM Spirit Holdings III and OCM Spirit Holdings III-A may elect to require the Tranche B holders to purchase, on a pro rata basis, up to $16.8 million in additional Tranche B Notes. During 2009, our unrestricted cash was above minimum stated levels, however in 2008, the level of our unrestricted cash fell below the stated level, and the Tranche B holders amended the agreement to provide for additional support by requiring (i) investment funds managed by Oaktree and Indigo to fund $5.0 million in cash in exchange for additional Tranche B Notes and (ii) investment funds managed by Oaktree and Indigo to provide a guarantee of up to $11.8 million in favor of the letter of credit provider in connection with the renewal in December 2008 of our letter of credit facility, which serves to reduce the cash collateral we are required to maintain with our credit card processors. We are obligated to pay to investment funds managed by Oaktree and Indigo a commitment fee on the amount of this guarantee at a rate of 17% per annum. We intend to use a portion of our proceeds from this offering to prepay a portion of the Tranche A and Tranche B Notes. For additional information on our use of proceeds, please see “Use of Proceeds.”

In each of 2008, 2009 and 2010, we did not make cash interest payments to the Tranche A and Tranche B Note holders under the Securities Purchase Agreement and instead accrued paid-in-kind interest on these notes.

Recapitalization Agreement

On September 17, 2010, we entered into the Recapitalization Agreement with the holders of all of our outstanding Notes, shares of Class A Preferred Stock and shares of Class B Preferred Stock, including investment funds managed by Oaktree and Indigo. The Recapitalization Agreement provides that, in connection with this offering, after we pay our underwriting discounts on the shares sold by us and the expenses of this offering payable by us (which will include those incurred by the selling stockholders, other than underwriting discounts on the shares offered by them):

•

we will pay Indigo $1.6 million to terminate their professional services agreement with us;

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•

we will pay three individual, unaffiliated holders of our Subordinated Notes a fee equal to $450,000 in the aggregate;

•

we will retain net proceeds from the sale of shares of common stock by us in this offering equal to $150.0 million;

•

if we have not already paid the commitment fees owing to affiliates of Oaktree and Indigo that provided guarantees of up to $11.8 million in connection with our letter of credit facility, we will pay such commitment fees, which as of December 31, 2010 totaled $4.9 million, from the $150 million retained net proceeds; and

•

the remaining net proceeds of this offering, which we estimate to be $ based on an assumed initial public offering price of $ per share (the mid-point of the range set forth on the cover page of this prospectus), will be used to pay a portion of outstanding principal amounts of the Tranche A Notes and Tranche B Notes and all accrued and unpaid interest thereon, to redeem a portion of the outstanding shares of Class B Preferred Stock and, to the extent funds are available, to redeem a portion of the outstanding shares of Class A Preferred Stock. Of such net proceeds, 25% will be used to pay principal and interest on certain of the Tranche B Notes owned by investment funds managed by Indigo and 75% will be used to pay the principal and interest on certain of the Tranche A Notes and Tranche B Notes owned by investment funds managed by Oaktree, to redeem (at a redemption price per share equal to the Liquidation Preference) certain of the outstanding shares of Class B Preferred Stock owned by an unaffiliated individual stockholder and, to the extent funds are available, to redeem (at a redemption price per share equal to the Liquidation Preference) certain of the outstanding shares of Class A Preferred Stock owned by investment funds managed by Oaktree.

Also in connection with the closing of this offering:

•

each share of Class B Common Stock will be exchanged for one share of common stock, provided investment funds managed by Indigo may cause all or a portion of the shares of Class B Common Stock owned by them to be exchanged for the same number of shares of a newly-established class of non-voting common stock, which will have the same rights as the common stock, except it will be non-voting and will have the right to convert on a share-for-share basis into common stock at the election of the holder. As of December 31, 2010, there were 6,009,978 shares of Class B Common Stock outstanding.

As a result of the 2011 Recapitalization, upon the closing of this offering there will be no Notes and no shares of Preferred Stock outstanding.

The Recapitalization Agreement provides that investment funds managed by Oaktree and Indigo will have the right to sell a number of shares of common stock in this offering solely to the extent that the underwriters exercise their over-allotment option to purchase additional shares of common stock in such an amount such that investment funds managed by Oaktree and Indigo will receive gross proceeds from the sale of up to $20.0 million and $5.0 million, respectively, and any remaining shares of common stock that may be sold in the over-allotment will be sold

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on a pro rata basis (based on shares of common stock owned after this offering) between investment funds managed by Oaktree and Indigo. Further, investment funds managed by Oaktree and Indigo will have the right, subject to certain limitations, to sell shares of common stock in a registered offering following this offering in amounts equal to the difference between $20.0 million and $5.0 million, respectively, and the gross proceeds that each received in the over-allotment sale in this offering. The Recapitalization Agreement also provides that we will pay the reasonable out of pocket transaction expenses, including the expenses of any present or future filing required under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, of the investment funds managed by Oaktree and Indigo incurred in connection with the transactions contemplated by the Recapitalization Agreement, including the sale of shares in this offering (other than underwriting discounts) and shares of non-voting common stock converted into common stock.

The Recapitalization Agreement also provides that we will enter into the Tax Receivable Agreement, if approved by our board of directors, and thereby distribute immediately prior to the completion of this offering to our Pre-IPO Stockholders the right to receive certain future payments related to our net operating loss, deferred interest deductions and certain tax credits for federal income tax purposes that are attributable to periods ended on or before December 31, 2010, which payments, as of December 31, 2010, we estimate will be approximately $39.1 million. Please see “Certain Relationships and Related Transactions—Tax Receivable Agreement.”

Tax Receivable Agreement

The term of the Tax Receivable Agreement will commence upon consummation of this offering and be effective as of December 31, 2010, and will continue until the first to occur of (a) the full payment of all amounts required under the agreement with respect to utilization or expiration of all of the Pre-IPO NOLs, (b) the end of the taxable year including the tenth anniversary of this initial public offering or (c) a change in control of our company. Upon such a change in control, we will be obligated to make a final payment under the Tax Receivable Agreement equal to 90% of the present value of the tax saving represented by any portion the Pre-IPO NOLs for which a payment under the agreement had not already been made assuming the applicable net operating losses, deferred interest deductions and alternative minimum tax credits are fully used in the year of such change in control without limitation or, if there exist pre-existing limitations on such Pre-IPO NOL, assuming such net operating losses, deferred interest deductions or alternative minimum tax credits, as the case may be, are used as quickly as possible in subsequent years. Payments resulting from a change in control could be substantial and could exceed our actual cash savings from the Pre-IPO NOLs.

The amount and timing of payments under the Tax Receivable Agreement will depend upon a number of factors, including, but not limited to, the amount and timing of taxable income we generate in the future and any future limitations that may be imposed on our ability to use the Pre-IPO NOLs. Assuming the federal corporate income tax rates presently in effect and no material change in federal tax law, the cash benefit of the full use of

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these Pre-IPO NOLs would be approximately $43.5 million, of which 90%, or $39.1 million, is potentially payable to our Pre-IPO Stockholders under the terms of the Tax Receivable Agreement. The Tax Receivable Agreement could require us to make substantial cash payments in which the stockholders purchasing shares in this offering will not participate.

While the Tax Receivable Agreement is designed with the objective of causing our annual cash costs attributable to federal income taxes (without regard to our continuing 10% interest in the Pre-IPO NOLs) to be the same as we would have paid had we not had the Pre-IPO NOLs available to offset our federal taxable income, there are circumstances in which this may not be the case. In particular, the Tax Receivable Agreement provides that any payments by us thereunder shall not be refundable. In that regard, the payment obligations under the Tax Receivable Agreement differ from a payment of a federal income tax liability in that a tax refund would not be available to us under the Tax Receivable Agreement even if we were to incur a net operating loss for federal income tax purposes in a future tax year. The Tax Receivable Agreement does, however, provide a mechanism by which the tax benefit attributable to such future net operating loss will be deemed to be recognized by the company before any further payments are made under the Tax Receivable Agreement. Similarly, the Pre-IPO Stockholders will not reimburse us for any payments previously made if any tax benefits relating to such payments are subsequently disallowed, although the amount of any such tax benefits subsequently disallowed will reduce future payments (if any) otherwise owed to the Pre-IPO Stockholders. For example, if our determinations regarding the applicability (or lack thereof) and amount of any limitations on the Pre-IPO NOLs under Section 382 of the Internal Revenue Code of 1986, as amended, were to be successfully challenged by the IRS after payments relating to such Pre-IPO NOLs had been made to the Pre-IPO Stockholders, we would not be reimbursed by the Pre-IPO Stockholders and our recovery would be limited to the extent of future payments (if any) otherwise remaining under the Tax Receivable Agreement. In addition, depending on the amount and timing of our future earnings (if any) and on other factors including the effect of any limitations imposed on our ability to use the Pre-IPO NOLs, it is possible that all payments required under the Tax Receivable Agreement could become due within a relatively short period of time following the IPO.

If we did not enter into the Tax Receivable Agreement, the Company would be entitled to realize the full economic benefit of the Pre-IPO NOLs, to the extent allowed by Section 382 of the Internal Revenue Code of 1986, as amended. The Tax Receivable Agreement is designed with the objective of causing our annual cash costs attributable to federal income taxes (without regard to our continuing 10% interest in the Pre-IPO NOLs) to be the same as we would have paid had we not had the Pre-IPO NOLs available to offset our federal taxable income. As a result, stockholders purchasing shares in this offering will not be entitled to the economic benefit of the Pre-IPO NOLs that would have been available if the Tax Receivable Agreement were not in effect (except to the extent of our continuing 10% interest in the Pre-IPO NOLs).

Additionally, the payments we make to the Pre-IPO Stockholders under the Tax Receivable Agreement are not expected to give rise to any incidental tax benefits to the Company, such as deductions or an adjustment to the basis of the Company’s assets.

The Tax Receivable Agreement provides that in the event that we breach any of our material obligations under the Tax Receivable Agreement, whether as a result of our failure to make any payment when due (subject to a specified cure period), failure to honor any other material obligation under the Tax Receivable Agreement or by operation of law as a result of the rejection of the Tax Receivable Agreement in a case commenced under the Bankruptcy Code or otherwise, then all our payment and other obligations under the Tax Receivable Agreement will be accelerated and will become due and payable. Additionally, we have the right to terminate the Tax Receivable Agreement, in which case our payment and other obligations under the Tax Receivable Agreement will be accelerated and will become due and payable. Such payments could be substantial and could exceed our actual cash tax savings from the Pre-IPO NOLs.

In the event that any determinations must be made under or any dispute arises involving the Tax Receivable Agreement, the Pre-IPO Stockholders will be represented by certain shareholder representatives that are entities

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controlled by Indigo and Oaktree. In any such instance, should any representatives of Indigo or Oaktree then be serving on our board of directors, such directors will be excluded from deliberations and actions of the board related to the relevant determination or dispute.

Professional Services Agreement

We are party to a Professional Services Agreement with Indigo pursuant to which Indigo agreed to provide our board and our management with financial and management consulting services, including business strategy, budgeting of future corporate investments, acquisition and divestiture strategies and debt and equity financing consulting services. Indigo is managed by one of our directors, Bill Franke. Indigo Florida, L.P. and Indigo Miramar LLP are affiliates of Indigo. In exchange for these services, we have paid Indigo a fee of $800,000 per year and reimbursed Indigo for reasonable fees and expenses incurred in connection with the rendering of these services. By its terms, the Professional Services Agreement remains in effect until funds managed by Indigo own in the aggregate less than 10% of the shares of our Class A Common Stock and Class B Common Stock they acquired in 2006. As part of the Recapitalization Agreement, however, Indigo has agreed to terminate the Professional Services Agreement in exchange for $1.6 million to be paid from the net proceeds from this offering. In the years 2008, 2009 and 2010, we paid $0.8 million, $1.5 million, and $0.8 million, respectively, to Indigo under this agreement. Of the $1.5 million payment made to Indigo during 2009, $0.7 million related to reimburse Indigo for transaction expenses incurred in connection with an acquisition transaction that was not completed. For additional information on our use of proceeds, please see “Use of Proceeds.”

Registration Rights

After this offering, Indigo Florida, L.P., Indigo Miramar LLC, OCM Spirit Holdings, LLC, OCM Spirit Holdings I, LLC, OCM Spirit Holdings II, LLC, OCM Spirit Holdings III, LLC, OCM Spirit Holdings III-A, LLC, OCM Principal Opportunities Fund II, L.P., and OCM Principal Opportunities Fund III, L.P., and their respective transferees will be entitled to certain “long-form” (Form S-1) demand, “short-form” (Form S-3) demand and “piggyback” registration rights, subject to lock-up arrangements. These entities will also be entitled to certain rights to sell a number of shares of common stock in a registered offering following the completion of this offering to the extent they do not participate up to certain amounts in the over-allotment allotment closing of this offering, if one occurs, as more fully described in “Certain Relationships and Related Transactions— Recapitalization Agreement.”

For additional information, please see “Description of Capital Stock—Registration Rights.”

Stockholders Voting Agreement

We have entered into a Stockholders Voting Agreement with investment funds managed by Indigo and Oaktree, which will become effective upon the completion of this offering. The Stockholders Voting Agreement provides that our board of directors shall be comprised of 11 members at the closing date and that each of the investment funds managed by Indigo and Oaktree will have the right to designate such number of director nominees to our board of directors as is equal to the product of the total number of directors to be elected multiplied by the ratio of the number of shares of our capital stock held by such stockholder to the number of shares of our capital stock held by investment funds managed by Indigo and Oaktree in the aggregate, in each case rounded to the nearest whole number except in limited circumstances for funds managed by Indigo. The designation of such nominees are subject to their election by our stockholders at the annual meeting, provided that each of the investment funds managed by Indigo and Oaktree shall vote all of the capital stock held by it in order to elect such nominees.

Each of the investment funds managed by Indigo and Oaktree has the right to fill any vacancies otherwise resulting in such director positions. The Stockholders Voting Agreement will terminate at such time that investment funds managed by Indigo and by Oaktree, as a group, own less than 50% of our outstanding voting common stock.

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Letter of Credit Guarantee

On December 11, 2008, we amended our letter of credit arrangements to eliminate a paid-in-kind feature. In connection with this amendment, certain holders of our Tranche B Notes, including investment funds managed

by Oaktree and Indigo, provided guarantees of up to $11.8 million, and we agreed to pay a commitment fee equal to 17% per annum on these guarantees, which as of December 31, 2010 totaled $4.9 million.

Policies and Procedures for Related Party Transactions

Our board of directors intends to adopt a written related party policy to set forth the policies and procedures for the review and approval or ratification of related person transactions. This policy will cover any transaction, arrangement or relationship, or any series of similar transactions, arrangements or relationships in which we are to be a participant, the amount involved exceeds $120,000 and a related party had or will have a direct or indirect material interest, including purchases of goods or services by or from the related party or entities in which the related party has a material interest, indebtedness, guarantees of indebtedness and employment by us of a related party.

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PRINCIPAL AND SELLING STOCKHOLDERS

The following table sets forth, as of December 31, 2010, information regarding beneficial ownership of our capital stock by:

•

each person, or group of affiliated persons, known by us to beneficially own more than 5% of our voting securities;

•

each of our named executive officers;

•

each of our directors; and

•

all of our executive officers and directors as a group.

Beneficial ownership is determined according to the rules of the SEC and generally means that a person has beneficial ownership of a security if he, she or it possesses sole or shared voting or investment power of that security, including options and warrants that are currently exercisable or exercisable within 60 days. Except as indicated by the footnotes below, we believe, based on the information furnished to us, that the persons named in the table below have sole voting and investment power with respect to all shares of common stock shown that they beneficially own, subject to community property laws where applicable.

Common stock subject to stock options and warrants currently exercisable or exercisable within 60 days of December 31, 2010, are deemed to be outstanding for computing the percentage ownership of the person holding these options and warrants and the percentage ownership of any group of which the holder is a member but are not deemed outstanding for computing the percentage of any other person.

We have based our calculation of the percentage of beneficial ownership prior to the offering on 26,858,825 shares of common stock outstanding on December 31, 2010. We have based our calculation of the percentage of beneficial ownership after the offering of shares of our common stock outstanding immediately after the completion of this offering (assuming no exercise of the underwriters’ over-allotment option to purchase shares from the selling stockholders). Please see the footnotes to the table for a sensitivity analysis of the shares to be outstanding immediately after the completion of this offering based on various assumed initial public offering prices.

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Unless otherwise noted below, the address for each of the stockholders in the table below is c/o Spirit Airlines, Inc., 2800 Executive Way, Miramar, Florida 33025.


	Beneficial Ownership Prior to the Offering									Beneficial Ownership After the Offering (3)				Beneficial Ownership After the Offering if the Over- allotment Option is Exercised (3)
Name and Address of Beneficial Owner	Common Stock		Options Exercisable within 60 days		Number of Shares Beneficially Owned		Percent			Number of Shares Beneficially Owned		Percent		Number of Shares Beneficially Owned		Percent
5% Stockholders:
Funds affiliated with Indigo (1)		14,999,970		—		14,999,970		55.9	%
Funds affiliated with Oaktree Capital Management (2)		9,080,442		—		9,080,442		33.8	%

Named Executive Officers and Directors:
B. Ben Baldanza		500,000		—		500,000		1.9	%		500,000				500,000
David Lancelot		187,500		—		187,500		*			187,500		*		187,500
Barry Biffle		275,000		2,500		275,000		1.0	%		275,000		*		275,000
Thomas Canfield		175,000		2,500		175,000		*			175,000		*		175,000
Kenneth McKenzie		—		46,250		—		*			—		–		—
Bill Franke (1)		14,999,970		—		14,999,970		55.9	%
David Elkins		—		—		—		—			—		*		—		*
H. McIntyre Gardner		—		—		—		—			—		*		—		*
Robert Johnson		—		—		—		—			—		*		—		*
Barclay Jones III		—		—		—		—			—		*		—		*
Jordon Kruse		—		—		—		—			—		*		—		*
Michael Lotz		—		—		—		—			—		*		—		*
Stuart Oran		50,000		—		50,000		*			50,000		*		50,000		*
Horacio Scapparone		—		—		—		—			—		*		—		*
John Wilson		—		—		—		—			—		*		—		*
All executive officers and directors as a group (15 persons)		16,337,470		51,250		16,337,470		60.81	%		16,337,470				16,337,470

*	Represents beneficial ownership of less than one percent (1%) of the outstanding common stock.

(1)

Consists of 9,333,315 shares held by Indigo Florida L.P. and 5,666,655 shares held by Indigo Miramar LLC. Bill Franke is the managing member of a fund that is the general partner of Indigo Florida L.P. and is manager of a fund that is the manager of Indigo Miramar LLC and as such, has voting and dispositive power over these shares. Mr. Franke disclaims beneficial ownership of the shares held by these entities except to the extent of any pecuniary interest therein. Each entity listed herein whose shares are beneficially owned by Indigo has a principal business address of: c/o Indigo Partners, 2525 East Camelback Road, Suite 800, Phoenix, Arizona 85016.

(2)

Consists of 470,000 shares held by OCM Spirit Holdings, LLC, 8,580,442 shares held by OCM Spirit Holdings II, LLC and 30,000 shares held by POF Spirit Foreign Holdings, LLC. Howard S. Marks, Bruce A. Karsh, Sheldon M. Stone, Larry W. Keele, Stephen A. Kaplan, John B. Frank, David M. Kirchheimer and Kevin L. Clayton, whom we refer to collectively as the Oaktree Management Group, are members of the executive committee of Oaktree Capital Group Holdings GP, LLC. Oaktree Capital Group Holdings GP, LLC is the general partner of Oaktree Capital Group Holdings, L.P., which is the majority holder of the voting units of Oaktree Capital Group, LLC. Oaktree Capital Group, LLC is the sole shareholder of Oaktree Holdings, Inc., which is the general partner of Oaktree Capital Management, L.P., which is the manager of each of OCM Spirit Holdings, LLC, OCM Spirit Holdings II, LLC and POF Spirit Foreign Holdings LLC, each of which owns common stock of the Company. As such, each such entity and member of the Oaktree Management Group may be deemed to have voting and dispositive power over the shares held by each of OCM Spirit Holdings, LLC, OCM Spirit Holdings II, LLC and POF Spirit Foreign Holdings LLC. Each such entity and member of the Oaktree Management Group disclaims beneficial ownership of shares of common stock of the Company except to the extent of any pecuniary interest therein.

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Includes shares of common stock that we will issue to the following funds affiliated with Oaktree Capital in connection with the 2011 Recapitalization based on the assumptions set forth in footnote (3) below: shares to OCM Spirit Holdings II, LLC; shares to OCM Principal Opportunities Fund II, L.P.; and shares to OCM Principal Opportunities Fund III LP;

Each entity listed herein whose shares are beneficially owned by the Oaktree Management Group has a principal business address of: c/o Oaktree Capital Management, 333 S. Grand Avenue, Los Angeles, California 90071.

(3)

The number of shares outstanding after the offering will depend primarily on the price per share at which our common stock is sold in this offering and the total size of this offering. In connection with this offering and pursuant to the Recapitalization Agreement: (A) all of the principal amount and accrued and unpaid interest on all of our outstanding Notes either will be repaid with a portion of the net proceeds from this offering or, to the extent not repaid, exchanged for a number of shares of common stock equal to the principal amount and accrued and unpaid interest of such unpaid Notes divided by a price per share equal to the initial public offering price set forth on the cover page of this prospectus; and (B) all shares of Preferred Stock outstanding immediately prior to this offering either will be redeemed and all accrued and unpaid dividends related to such shares will be paid with a portion of the net proceeds from this offering or, to the extent such shares are not redeemed, such shares will be exchanged for a number of shares of common stock equal to the Liquidation Preference of such shares divided by a per share equal to the initial public offering price set forth on the cover page of this prospectus. For more information, please see “Use of Proceeds” and “Certain Relationships and Related Transactions—Recapitalization Agreement” elsewhere in this prospectus.

In this table, we have calculated the number of shares of common stock beneficially owned after this offering, and after the 2011 Recapitalization, using an assumed offering price of $ per share (the mid-point of the price range set forth on the cover page of this prospectus), an assumed offering date of , 2011 for purposes of calculating accrued and unpaid interest on the Notes and accrued and unpaid dividends on the shares of Preferred Stock, and the application of the net proceeds to us from this offering as set forth in “Use of Proceeds.”

A change in the offering price and, accordingly, the amount of net proceeds received by us, would result in a change in (1) after application of the net proceeds as set forth in “Use of Proceeds,” the amount of outstanding Notes and the number of outstanding shares of Preferred Stock to be exchange for shares of common stock (instead of being repaid or redeemed, as the case may be) immediately prior to the consummation of this offering, and (2) the number of shares of common stock that would be issued upon exchange for such securities. The following table, based on the assumptions described above, shows the effect of various initial public offering prices on the number of shares of common stock beneficially owned by funds managed by Indigo and Oaktree Capital Management following this offering. The initial public offering prices shown below are hypothetical and illustrative only.

Initial Offering Price

Shares Beneficially
Owned by Funds
Affiliated with
Oaktree Capital
Management After
the Offering

Percent of Shares
Outstanding After the
Offering

Shares Beneficially
Owned by Funds
Affiliated with Indigo
After the
Offering

Percent of Shares
Outstanding After the
Offering

$ (mid-point)

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DESCRIPTION OF PRINCIPAL INDEBTEDNESS

Secured and Unsecured Notes

On July 13, 2006, we issued $60.0 million aggregate principal amount of Tranche B Notes. An additional $66.7 million Tranche A notes were transferred from one investor to another on July 13, 2006. On December 29, 2008, we issued additional Tranche B Notes totaling $5.0 million. The table below sets forth the principal, maturity, interest rate and security terms of our Notes outstanding.


Description	Principal Amount		Accrued Interest and PIK at December 31, 2010		Total Obligation at December 31, 2010
	(in millions)
Tranche A Notes payable bearing interest at 17% due April 30, 2012, except for $20.0 million due December 30, 2011. Secured.	$	66.7	$	70.6	$	137.3
Tranche B Notes payable bearing interest at 17% due April 30, 2012. Secured.	$	65.0	$	63.3	$	128.3
Notes payable bearing interest at 8.75% due April 30, 2012. Unsecured.(1)	$	5.0	$	0.04	$	5.0
Notes payable bearing interest at 8.70% to 19% due April 30, 2012. Secured.(1)(2)	$	5.5	$	0.04	$	5.5
Notes payable bearing interest at Prime plus 0.95% to a fixed rate of 19% due April 30, 2012. Secured.(1)(3)	$	4.7	$	0.02	$	4.7

(1)	The principal amounts of these Notes reflects the principal amounts following the recapitalization of the Company that occurred in July 2006, wherein the outstanding accrued interest on such Notes was added to the principal amounts of such Notes.

(2)

Subject to subordination provisions under agreements executed in connection with the 2006 recapitalization that restrict all payments of principal until after the Tranche A Notes and Tranche B Notes are paid in full except for $1.8 million of notes that become due and payable upon the termination of our letter of credit facility on April 30, 2011.

(3)

Subject to subordination provisions under agreements executed in connection with the 2006 recapitalization that restrict all payments of principal until after the Tranche A Notes and Tranche B Notes are paid in full, except for $1.4 million of notes that become due and payable upon the termination of our letter of credit facility on April 30, 2011.

The secured notes are secured by accounts receivable, inventory, property and equipment, not including airframes or engines. All Tranche A and B Notes are held by investment funds managed by Oaktree and Indigo. Pursuant to the terms of the agreement covering the Tranche A and Tranche B notes, if the Company’s unrestricted cash balance falls below a stated level, the funds associated with Indigo may elect to require the Tranche B holders to purchase, on a pro rata basis, up to $16.8 million in additional Tranche B Notes. In 2008, the level of our unrestricted cash fell below the stated level, and the Tranche B holders agreed to fund $5.0 million in cash in exchange for additional Tranche B Notes.

In connection with this offering and pursuant to the Recapitalization Agreement, all of the principal amount and accrued and unpaid interest on all of our outstanding Notes either will be repaid with a portion of the net proceeds from this offering or, to the extent not repaid, exchanged for shares of common stock at a price per share equal to the initial public offering price set forth on the cover page of this prospectus. For more information, please see “Use of Proceeds” and “Certain Relationships and Related Transactions—Recapitalization Agreement” elsewhere in this prospectus.

Letter of Credit

A financial institution provided a letter of credit in the amount of $15 million on September 30, 2010 in favor of one of our credit card processors, which serves to reduce the amount of cash collateral that we would otherwise be required to maintain. Interest of 17% per annum is to be paid monthly in cash based on the amount of the letter of credit facility, which letter of credit facility expires on April 30, 2011. Certain holders of our Tranche B Notes, including investment funds managed by Oaktree and Indigo, provided guarantees of up to $11.8 million, and we agreed to pay a commitment fee equal to 17% per annum on these guarantees, which as of December 31, 2010 totaled $4.9 million.

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DESCRIPTION OF CAPITAL STOCK

General

As of December 31, 2010, there were issued and outstanding 100,000 shares of our Class A Preferred Stock, 2,850 shares of our Class B Preferred Stock, 20,848,847 shares of our Class A Common Stock and 6,009,978 shares of our Class B Common Stock. All shares of Preferred Stock that are not redeemed with the net proceeds of this offering will be exchanged for shares of common stock pursuant to the Recapitalization Agreement. Each share of Class B Common Stock will be exchanged for one share of common stock, provided an investment fund managed by Indigo may cause all or a portion of the shares of Class B Common Stock owned by them to be exchanged for the same number of shares of another class of capital stock, which will have the same rights as the common stock, except it will be non-voting and will have the right to convert on a share-for-share basis into common stock at the election of the holder. In addition, any Notes not repaid with the net proceeds of this offering will be exchanged for shares of common stock pursuant to the Recapitalization Agreement. Please see “Certain Relationships and Related Transactions—Recapitalization Agreement.”

Upon the completion of this offering, our amended and restated certificate of incorporation will authorize us to issue up to 240,000,000 shares of common stock, $0.0001 par value per share, 50,000,000 shares of non-voting common stock $0.0001 par value per share, and 10,000,000 shares of preferred stock $0.0001 par value per share. The following information reflects the filing of our amended and restated certificate of incorporation. All of our issued and outstanding shares of common stock and preferred stock are duly authorized, validly issued, fully paid and non-assessable. Our shares of common stock and non-voting common stock are not redeemable and do not have preemptive rights.

The following description of our capital stock and provisions of our amended and restated certificate of incorporation and amended and restated bylaws are summaries and are qualified by reference to the amended and restated certificate of incorporation and the amended and restated bylaws that will be in effect upon completion of this offering. Copies of each of these documents is filed as an exhibit to the registration statement of which this prospectus forms a part, and the following descriptions are qualified by reference to such documents. The descriptions of the common stock, non-voting common stock and preferred stock reflect changes to our capital structure that will occur upon the closing of this offering.

Common Stock

Dividend Rights . Holders of our common stock are entitled to receive dividends, if any, as may be declared from time to time by our board of directors out of legally available funds ratably with shares of our non-voting common stock, subject to preferences that may be applicable to any then outstanding preferred stock and limitations under Delaware law.

Voting Rights . Each holder of our common stock is entitled to one vote for each share on all matters submitted to a vote of the stockholders, including the election of directors. Our stockholders do not have cumulative voting rights in the election of directors. Accordingly, holders of a majority of the voting shares are able to elect all of the directors properly up for election at any given stockholders’ meeting.

Liquidation . In the event of our liquidation, dissolution or winding up, holders of our common stock will be entitled to share ratably with shares of our non-voting common stock in the net assets legally available for distribution to stockholders after the payment of all of our debts and other liabilities and the satisfaction of any liquidation preference granted to the holders of any then outstanding shares of preferred stock.

Rights and Preferences . Holders of our common stock have no preemptive, conversion, subscription or other rights, and there are no redemption or sinking fund provisions applicable to our common stock. The rights,

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preferences and privileges of the holders of our common stock are subject to and may be adversely affected by, the rights of the holders of shares of any series of our preferred stock that we may designate in the future.

Non-Voting Common Stock

Dividend Rights. Holders of our non-voting common stock are entitled to receive dividends, if any, as may be declared from time to time by our board of directors out of legally available funds ratably with shares of our common stock, subject to preferences that may be applicable to any then outstanding preferred stock and limitations under Delaware law.

Voting Rights. Shares of our non-voting common stock are not entitled to vote on any matters submitted to a vote of the stockholders, including the election of directors, except to the extent required under Delaware law.

Conversion Rights . Shares of our non-voting common stock will be convertible on a share-for-share basis into common stock at the election of the holder.

Liquidation. In the event of our liquidation, dissolution or winding up, holders of our non-voting common stock will be entitled to share ratably with shares of our common stock in the net assets legally available for distribution to stockholders after the payment of all of our debts and other liabilities and the satisfaction of any liquidation preference granted to the holders of any then outstanding shares of preferred stock.

Rights and Preferences. Holders of our non-voting common stock have no preemptive, conversion, subscription or other rights, and there are no redemption or sinking fund provisions applicable to our common stock. The rights, preferences and privileges of the holders of our common stock are subject to and may be adversely affected by, the rights of the holders of shares of any series of our preferred stock that we may designate in the future.

Preferred Stock

Our board of directors has the authority, without further action by our stockholders, to issue up to 10,000,000 shares of preferred stock in one or more series and to fix the rights, preferences, privileges and restrictions thereof. These rights, preferences and privileges could include dividend rights, conversion rights, voting rights, terms of redemption, liquidation preferences, sinking fund terms and the number of shares constituting any series or the designation of such series, any or all of which may be greater than the rights of common stock. Our issuance of preferred stock could adversely affect the voting power of holders of common stock and the likelihood that such holders will receive dividend payments and payments upon liquidation. In addition, the issuance of preferred stock could have the effect of delaying, deferring or preventing a change of control of our company or other corporate action. Upon the closing of this offering, there will be no shares of preferred stock outstanding, and we have no present plan to issue any such shares of preferred stock.

Registration Rights

We have granted the registration rights described below to holders of an estimated shares of our common stock pursuant to the terms of a Second Amended and Restated Investor Right Agreement, dated as of July 13, 2006, among us and Indigo Florida, L.P., Indigo Miramar LLC, OCM Spirit Holdings, LLC, OCM Spirit Holdings I, LLC, OCM Spirit Holdings II, LLC, OCM Spirit Holdings III, LLC, OCM Spirit Holdings III-A, LLC, OCM Principal Opportunities Fund II, L.P., OCM Principal Opportunities Fund III, L.P., and certain other investors. The number of shares to which these registration rights apply will also include all shares issuable in the 2011 Recapitalization. Accordingly, the share amounts set forth in this section are subject to change and will depend primarily on the price per share at which our common stock is sold in this offering and the total size of this offering. Please see “Use of Proceeds” and “Certain Relationships and Related Transactions—Recapitalization Agreement” elsewhere in this prospectus.

The following description of the terms of the registration rights agreement is intended as a summary only and is qualified in its entirety by reference to the Amended and Restated Investors Rights Agreement filed as an exhibit to the registration statement of which this prospectus is part.

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Demand and Short-Form Registration Rights

After the completion of this offering, the holders of an estimated shares of our common stock will be entitled to certain demand and short-form registration rights. The number of shares to which these registration rights apply also includes all shares issuable in the 2011 Recapitalization. At any time at least 180 days following the consummation of this offering, the holders of at least a majority of these shares can, on not more than two occasions, request that we register all or a portion of their shares under the Securities Act. In addition, following this offering, these holders will be entitled to certain short-from registration rights. The holders of at least a majority of these shares may make a written request that we register their shares on a short form registration, if we are eligible to file a registration statement on Form S-3. These stockholders may make an unlimited number of requests for registration on Form S-3. However, we will not be required to affect a demand or short-form registration within six months after the effective date of a previous demand or short-form registration. In addition, once every 12 months, we may postpone for up to six months the filing or the effectiveness of a registration statement for a demand or a short-form registration, if our board of directors determines that such registration would have a material adverse effect on any of our proposals or plans to engage in any acquisitions of assets, merger, consolidation, tender offer or similar transaction.

Notwithstanding the above, pursuant to the Recapitalization Agreement, investment funds managed by Oaktree and Indigo will have the right to sell a number of shares of common stock in this offering solely and to the extent that the underwriters exercise their overallotment option to purchase additional shares of common stock in such an amount so that Oaktree and Indigo will receive gross proceeds from the sale of up to $20.0 million and $5.0 million, respectively, and any remaining shares of common stock that may be sold in the over-allotment will be sold on a pro rata basis between investment funds managed by Oaktree and Indigo. Further, investment funds managed by Oaktree and Indigo will have the right, subject to certain limitations, to sell shares of common stock in a registered offering following this offering in amounts equal to the difference between $20.0 million and $5.0 million, respectively, and the gross proceeds that each received in the over-allotment sale in this offering. The Recapitalization Agreement also provides that we will pay all of the reasonable out of pocket transaction expenses of the investment funds managed by Oaktree and Indigo incurred in connection with the sale of shares in this offering, other than underwriters discounts.

Piggyback Registration Rights

At any time at least 180 days following the consummation of this offering, in the event that we propose to register any of our securities under the Securities Act, the holders of an estimated shares of our common stock will be entitled to certain “piggyback” registration rights allowing the holder to include their shares in such registration, subject to certain marketing and other limitations. The number of shares to which these “piggyback” registration rights apply will also include all shares issuable in the 2011 Recapitalization. As a result, whenever we propose to file a registration statement under the Securities Act (other than with respect to our initial public offering, pursuant to a demand or short-form registration, or pursuant to a registration on Form S-4 or S-8 or any successor or similar forms), the holders of these shares are entitled to notice of the registration and have the right, subject to limitations that the underwriters may impose on the number of shares included in the registration, to include their shares in the registration.

Expenses of Registration, Restriction and Indemnification

We will pay all registration expenses, including the legal fees of one counsel for all holders under the Second Amended and Restated Investor Rights Agreement. In addition, we will reimburse the holders for the reasonable fees and disbursements of each additional counsel retained for the purpose of rendering any legal opinion required by underwriters or us.

The demand, short-form and piggyback registration rights are subject to customary restrictions such as blackout periods and any limitations on the number of shares to be included in the underwritten offering imposed by the managing underwriter. The Second Amended and Restated Investor Rights Agreement also contains customary indemnification provisions.

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Anti-Takeover Provisions of Our Certificate of Incorporation and Bylaws to be in Effect Upon the Completion of this Offering

Our amended and restated certificate of incorporation to be in effect upon the completion of this offering will provide for our board of directors to be divided into three classes, with staggered three-year terms. Only one class of directors will be elected at each annual meeting of our stockholders, with the other classes continuing for the remainder of their respective three-year terms. Because our stockholders do not have cumulative voting rights, our stockholders holding a majority of the shares of common stock outstanding will be able to elect all of our directors up for election at any given stockholders’ meeting. Our amended and restated certificate of incorporation and amended and restated bylaws to be effective upon the completion of this offering will provide that all stockholder action must be effected at a duly called meeting of stockholders and not by a consent in writing, and that only our corporate secretary, upon the direction of our board of directors, or the Chairman of the Board may call a special meeting of stockholders.

Our amended and restated certificate of incorporation will require a 66 ² / 3 % stockholder vote for the amendment, repeal or modification of certain provisions of our amended and restated certificate of incorporation and amended and restated bylaws including, among other things, relating to the classification of our board of directors, the requirement that stockholder actions be effected at a duly called meeting, and the designated parties entitled to call a special meeting of the stockholders. The combination of the classification of our board of directors, the lack of cumulative voting and the 66 ² / 3 % stockholder voting requirements will make it more difficult for our existing stockholders to replace our board of directors as well as for another party to obtain control of us by replacing our board of directors. Because our board of directors has the power to retain and discharge our officers, these provisions could also make it more difficult for existing stockholders or another party to effect a change in management. In addition, the authorization of undesignated preferred stock makes it possible for our board of directors to issue preferred stock with voting or other rights or preferences that could impede the success of any attempt to change our control.

These provisions may have the effect of deterring hostile takeovers or delaying changes in our control or management. These provisions are intended to enhance the likelihood of continued stability in the composition of our board of directors and its policies and to discourage certain types of transactions that may involve an actual or threatened acquisition of us. These provisions are designed to reduce our vulnerability to an unsolicited acquisition proposal. The provisions also are intended to discourage certain tactics that may be used in proxy fights. However, such provisions could have the effect of discouraging others from making tender offers for our shares and, as a consequence, they also may inhibit fluctuations in the market price of our shares that could result from actual or rumored takeover attempts. Such provisions may also have the effect of preventing changes in our management.

Section 203 of the Delaware General Corporation Law . Upon the closing of the offering we will be subject to Section 203 of the Delaware General Corporation Law, which prohibits a Delaware corporation from engaging in any business combination with any interested stockholder for a period of three years after the date that such stockholder became an interested stockholder, with the following exceptions:

•

before such date, the board of directors of the corporation approved either the business combination or the transaction that resulted in the stockholder becoming an interested stockholder;

•

upon completion of the transaction that resulted in the stockholder becoming an interested stockholder, the interested stockholder owned at least 85% of the voting stock of the corporation outstanding at the time the transaction began, excluding for purposes of determining the voting stock outstanding (but not the outstanding voting stock owned by the interested stockholder) those shares owned (i) by persons who are directors and also officers and (ii) employee stock plans in which employee participants do not have the right to determine confidentially whether shares held subject to the plan will be tendered in a tender or exchange offer; or

•

on or after such date, the business combination is approved by the board of directors and authorized at an annual or special meeting of the stockholders, and not by written consent, by the affirmative vote of at least 66 2/3% of the outstanding voting stock that is not owned by the interested stockholder.

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In general, Section 203 defines business combination to include the following:

•

any merger or consolidation involving the corporation and the interested stockholder;

•

any sale, transfer, pledge or other disposition of 10% or more of the assets of the corporation involving the interested stockholder;

•

subject to certain exceptions, any transaction that results in the issuance or transfer by the corporation of any stock of the corporation to the interested stockholder;

•

any transaction involving the corporation that has the effect of increasing the proportionate share of the stock or any class or series of the corporation beneficially owned by the interested stockholder; or

•

the receipt by the interested stockholder of the benefit of any loss, advances, guarantees, pledges or other financial benefits by or through the corporation.

In general, Section 203 defines an “interested stockholder” as an entity or person who, together with the person’s affiliates and associates, beneficially owns, or within three years prior to the time of determination of interested stockholder status did own, 15% or more of the outstanding voting stock of the corporation.

Limited Voting by Foreign Owners

In connection with the 2011 Recapitalization, each share of Class B Common Stock will be exchanged for one share of common stock, provided that an investment fund managed by Indigo may cause all or a portion of the shares to be exchanged for newly-established non-voting common stock and the right to convert on a share-for-share basis into common stock will be at the election of the holder for as long as they hold such non-voting common stock. If these shares are exchanged into common stock (in connection with the closing of this offering), that fund will own approximately % of our common stock after the offering (assuming an initial offering price of $ per share, the mid-point of the price range set forth on the cover page of this prospectus). The number of shares outstanding for purposes of this calculation will increase or decrease with the assumed initial offering price by a number of shares approximately as set forth in the table provided in the “Capitalization—2011 Recapitalization” section of this prospectus, under the column captioned “Total Shares of Common Stock Outstanding after this Offering.”

Delaware as Sole and Exclusive Forum

Our amended and restated certificate of incorporation provides that the Court of Chancery of the State of Delaware shall be the sole and exclusive forum for (i) any derivative action or proceeding brought on behalf us, (ii) any action asserting a claim of breach of a fiduciary duty owed by any of our directors or officers to us or our stockholders, (iii) any action asserting a claim against us arising pursuant to any provision of the Delaware General Corporation Law or our amended and restated certificate of incorporation or amended and restated bylaws or (iv) any action asserting a claim against us governed by the internal affairs doctrine. As a result, any action brought by any of our stockholders with regard to any of these matters will need to be filed in the Court of Chancery of the State of Delaware and cannot be filed in any other jurisdiction.

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Lock-Up Agreements

We, the selling stockholders and our officers and directors have agreed that, for a period of 180 days from the date of this prospectus, we and they will not, without the prior written consent of Citigroup Global Markets Inc. and Morgan Stanley & Co. Incorporated, dispose of or hedge any shares or any securities convertible into or exchangeable for our common stock. Notwithstanding the foregoing, if (i) during the last 17 days of the 180-day restricted period, we issue an earnings release or material news or a material event relating to our company occurs; or (ii) prior to the expiration of the 180-day restricted period, we announce that we will release earnings results during the 16-day period beginning on the last day of the 180-day restricted period, the restrictions described above shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event. Citigroup Global Markets Inc. and Morgan Stanley & Co. Incorporated in their sole discretion may release any of the securities subject to these lock-up agreements at any time without notice. These agreements are described below under the section captioned “Underwriting.”

Citigroup Global Markets Inc. and Morgan Stanley & Co. Incorporated have advised us that they have no present intent or arrangement to release any shares subject to a lock-up, and will consider the release of any lock-up on a case-by-case basis. Upon a request to release any shares subject to a lock-up, Citigroup Global Markets Inc. and Morgan Stanley & Co. Incorporated would consider the particular circumstances surrounding the request, including, but not limited to, the length of time before the lock-up expires, the number of shares requested to be released, the reasons for the request, the possible impact on the market for our common stock and whether the holder of our shares requesting the release is an officer, director or other affiliate of ours.

Limitations of Liability and Indemnification

Please see “Management—Limitation of Liability and Indemnification.”

Market Listing

We have applied to have our common stock approved for quotation on the NASDAQ Global Select Market under the symbol “SAVE.”

Transfer Agent and Registrar

The transfer agent and registrar for our common stock is Wells Fargo Shareholder Services and its telephone number is (800) 689-8788.

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SHARES ELIGIBLE FOR FUTURE SALE

Prior to this offering, there has been no public market for our common stock. Future sales of our common stock in the public market, or the availability of such shares for sale in the public market, could adversely affect market prices prevailing from time to time. As described below, only a limited number of shares will be available for sale shortly after this offering due to contractual and legal restrictions on resale. Nevertheless, sales of our common stock in the public market after such restrictions lapse, or the perception that those sales may occur, could adversely affect the prevailing market price at such time and our ability to raise equity capital in the future.

Based on the number of shares outstanding as of December 31, 2010 and giving effect to the completion of this offering, shares of common stock will be outstanding, assuming no exercise of the underwriters’ over-allotment option, no exercise of outstanding options and that the shares of common stock have been issued pursuant to the 2011 Recapitalization using an assumed offering price of $ per share (the mid-point of the price range set forth on the cover page of this prospectus), an assumed offering date of , 2011 for purposes of calculating accrued and unpaid interest on the Notes and accrued and unpaid dividends on the shares of Preferred Stock, and the application of the net proceeds to us from this offering as set forth in “Use of Proceeds.” Of the outstanding shares, all of the shares sold in this offering will be freely tradable, except that any shares held by our affiliates, as that term is defined in Rule 144 under the Securities Act, may only be sold in compliance with the limitations described below.

After this offering, shares of common stock will be restricted as a result of securities laws, lock-up agreements or the Recapitalization Agreement as described below. Following the expiration of the various lock-up periods, all shares will be eligible for resale in compliance with Rule 144 or Rule 701, if then available, to the extent such shares have been released from any repurchase option that we may hold. “Restricted securities” as defined under Rule 144 were issued and sold by us in reliance on exemptions from the registration requirements of the Securities Act. These shares may be sold in the public market only if registered pursuant to an exemption from registration, such as Rule 144 or Rule 701 under the Securities Act.

Rule 144

In general, a person who has beneficially owned restricted shares of our common stock for at least six months would be entitled to sell their securities provided that (i) such person is not deemed to have been one of our affiliates at the time of, or at any time during the 90 days preceding, a sale and (ii) we are subject to the Exchange Act periodic reporting requirements for at least 90 days before the sale and are current in filing our periodic reports. Persons who have beneficially owned restricted shares of our common stock for at least six months but who are our affiliates at the time of, or any time during the 90 days preceding, a sale, would be subject to additional restrictions, by which such person would be entitled to sell within any three-month period only a number of securities that does not exceed the greater of the following:

•

1% of the number of shares of our common stock then outstanding, which will equal approximately shares immediately after this offering, based on the number of shares of common stock outstanding as of December 31, 2010; or

•

the average weekly trading volume of our common stock on the NASDAQ Stock Market during the four calendar weeks preceding the filing of a notice on Form 144 with respect to the sale.

Such sales by affiliates must also comply with the manner of sale and notice provisions of Rule 144.

Rule 701

Rule 701 under the Securities Act, as in effect on the date of this prospectus, permits resales of shares in reliance upon Rule 144 but without compliance with certain restrictions of Rule 144, including the holding period requirement. Most of our employees, executive officers or directors who purchased shares under a written

147

compensatory plan or contract may be entitled to rely on the resale provisions of Rule 701, but all holders of Rule 701 shares are required to wait until 90 days after the date of this prospectus before selling their shares. However, substantially all Rule 701 shares are subject to lock-up agreements as described below and will become eligible for sale upon the expiration of the restrictions set forth in those agreements.

Lock-Up Agreements

Recapitalization Agreement

Pursuant to the Recapitalization Agreement, the holders of our common stock prior to the consummation of this offering, excluding the selling stockholders and our officers and directors, have agreed that, for a period of 120 days from the date of this prospectus, subject to extension in certain circumstances, they will not, without the prior written consent of the selling stockholders, dispose of or hedge any shares or any securities convertible into or exchangeable for our common stock. The selling stockholders have agreed to release the securities subject to the lock-up agreement in the Recapitalization Agreement only if the securities subject to the lock-up agreements as described above under “—Lock-Up Agreements” have been released by Citigroup Global Markets Inc. and Morgan Stanley & Co. Incorporated. We are an intended third party beneficiary of the lock-up agreement in the Recapitalization Agreement and have the right, power and authority to enforce the provisions thereof.

Registration Rights

On the date beginning 180 days after the date of this prospectus, the holders of approximately shares of our common stock, or their transferees, will be entitled to certain rights with respect to the registration of those shares under the Securities Act. The foregoing number of shares of common stock assume that shares of our common stock have been issued pursuant to the 2011 Recapitalization using an assumed offering price of $ per share (the mid-point of the price range set forth on the cover page of this prospectus), an assumed offering date of , 2011 for purposes of calculating accrued and unpaid interest on the Notes and accrued and unpaid dividends on the shares of Preferred Stock, and the application of the net proceeds to us from this offering as set forth in “Use of Proceeds.” For a description of these registration rights, please see “Description of Capital Stock—Registration Rights.” After these shares are registered, they will be freely tradable without restriction under the Securities Act. Accordingly, the share amounts set forth in this section are

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subject to change and will depend primarily on the price per share at which our common stock is sold in this offering and the total size of this offering. Please see “Use of Proceeds” and “Certain Relationships and Related Transactions—Recapitalization Agreement” elsewhere in this prospectus.

Registration Statements

As soon as practicable after the completion of this offering, we intend to file a Form S-8 registration statement under the Securities Act to register shares of our common stock subject to options outstanding or reserved for issuance under our Amended and Restated Spirit Airlines, Inc. 2005 Stock Incentive Plan and Spirit Airlines, Inc. 2011 Equity Incentive Award Plan. This registration statement will become effective immediately upon filing, and shares covered by this registration statement will thereupon be eligible for sale in the public markets, subject to vesting restrictions, the lock-up agreements described above and Rule 144 limitations applicable to affiliates. For a more complete discussion of our stock plans, please see “Executive Compensation—Employee Benefit Plans.”

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MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES TO NON-U.S. HOLDERS

The following discussion is a summary of the material U.S. federal income tax consequences generally applicable to non-U.S. holders (as defined below) of the acquisition, ownership and disposition of our common stock issued pursuant to this offering. This discussion is not a complete analysis of all the potential U.S. federal income tax consequences relating thereto, nor does it address any tax consequences arising under any state, local or non-U.S. tax laws, the U.S. federal estate tax or gift tax rules or any other U.S. federal tax laws. This discussion is based on the Internal Revenue Code of 1986, as amended (the “Code”), Treasury Regulations promulgated thereunder, judicial decisions and published rulings and administrative pronouncements of the Internal Revenue Service (the “IRS”), all as in effect as of the date of this offering. These authorities may change, possibly retroactively, resulting in U.S. federal income tax consequences different from those discussed below. No ruling has been or will be sought from the IRS with respect to the matters discussed below, and there can be no assurance that the IRS will not take a contrary position regarding the tax consequences of the acquisition, ownership or disposition of our common stock, or that any such contrary position would not be sustained by a court.

This discussion is limited to non-U.S. holders who purchase our common stock issued pursuant to this offering and who hold our common stock as a capital asset within the meaning of Section 1221 of the Code (generally, property held for investment). This discussion does not address all U.S. federal income tax considerations that may be relevant to a particular holder in light of that holder’s particular circumstances. This discussion also does not consider any specific facts or circumstances that may be relevant to holders subject to special rules under the U.S. federal income tax laws, including, without limitation, U.S. expatriates and former permanent residents of the United States, an integral part or controlled entity of a foreign sovereign, partnerships and other pass-through entities, real estate investment trusts, regulated investment companies, “controlled foreign corporations,” “passive foreign investment companies,” corporations that accumulate earnings to avoid U.S. federal income tax, banks, financial institutions, insurance companies, brokers, dealers or traders in securities, commodities or currencies, tax-exempt organizations, tax-qualified retirement plans, persons subject to the alternative minimum tax, persons who hold or receive our common stock pursuant to the exercise of any employee stock option or otherwise as compensation, persons holding our common stock as part of a hedge, straddle or other risk reduction strategy or as part of a conversion transaction or other integrated investment or persons deemed to sell our common stock under the constructive sale provisions of the Code.

PROSPECTIVE INVESTORS ARE URGED TO CONSULT THEIR TAX ADVISORS REGARDING THE PARTICULAR U.S. FEDERAL INCOME TAX CONSEQUENCES TO THEM OF ACQUIRING, OWNING AND DISPOSING OF OUR COMMON STOCK, AS WELL AS ANY TAX CONSEQUENCES ARISING UNDER ANY STATE, LOCAL OR NON-U.S. TAX LAWS, THE U.S. FEDERAL ESTATE OR GIFT TAX RULES AND ANY OTHER U.S. FEDERAL TAX LAWS.

Definition of Non-U.S. Holder

For purposes of this discussion, a non-U.S. holder is any beneficial owner of our common stock that is not a “U.S. person” or a partnership for U.S. federal income tax purposes. A U.S. person is any of the following:

•

an individual who is a citizen or resident of the United States;

•

a corporation (or other entity treated as a corporation for U.S. federal income tax purposes) created or organized under the laws of the United States, any state thereof or the District of Columbia;

•

an estate the income of which is subject to U.S. federal income taxation regardless of its source; or

•

a trust (1) if a court within the United States is able to exercise primary supervision over the administration of such trust and one or more U.S. persons have the authority to control all substantial decisions of such trust or (2) that has a valid election in effect to be treated as a U.S. person for U.S. federal income tax purposes.

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If a partnership (or other entity taxed as a partnership for U.S. federal income tax purposes) holds our common stock, the tax treatment of a partner in the partnership generally will depend on the status of the partner and upon the activities of the partnership. Accordingly, partnerships that hold our common stock and partners in such partnerships are urged to consult their tax advisors regarding the specific U.S. federal income tax consequences to them of acquiring, owning or disposing of our common stock.

Distributions on our Common Stock

As described in the section titled “Dividend Policy,” we do not anticipate paying cash dividends on our common stock. If, however, we do make distributions of cash or property on our common stock, such distributions will constitute dividends for U.S. federal income tax purposes to the extent paid from our current or accumulated earnings and profits, as determined under U.S. federal income tax principles. Amounts not treated as dividends for U.S. federal income tax purposes will constitute a return of capital and first be applied against and reduce a non-U.S. holder’s adjusted tax basis in its common stock, but not below zero. Any excess will be treated as capital gain and will be treated as described under the section titled “—Gain on Sale or Disposition of our Common Stock” below.

Dividends paid to a non-U.S. holder of our common stock that are not effectively connected with a U.S. trade or business conducted by such holder generally will be subject to U.S. federal withholding tax at a rate of 30% of the gross amount of the dividends, or such lower rate specified by an applicable tax treaty. Even if a non-U.S. holder is eligible for a lower treaty rate, dividend payments will generally be subject to withholding at a 30% rate (rather than the lower treaty rate) unless the non-U.S. holder provides a valid IRS Form W-8BEN or other documentary evidence establishing entitlement to the lower treaty rate with respect to such payments.

Non-U.S. holders that do not timely provide us or our paying agent with the required certification, but which qualify for a reduced treaty rate, may obtain a refund of any excess amounts withheld by timely filing an appropriate claim for refund with the IRS. Non-U.S. holders should consult their tax advisors regarding possible entitlement to benefits under a tax treaty.

If a non-U.S. holder holds our common stock in connection with the conduct of a trade or business in the United States, and dividends paid on the common stock are effectively connected with such holder’s U.S. trade or business (and, if required by an applicable income tax treaty, attributable to a permanent establishment maintained by the non-U.S. holder in the United States), the non-U.S. holder will be exempt from U.S. federal withholding tax. To claim the exemption, the non-U.S. holder must furnish to us or our paying agent a valid IRS Form W-8ECI (or applicable successor form), certifying that the dividends are effectively connected with the non-U.S. holder’s conduct of a trade or business within the United States.

Any dividends paid on our common stock that are effectively connected with a non-U.S. holder’s U.S. trade or business (and, if required by an applicable tax treaty, attributable to a permanent establishment maintained by the non-U.S. holder in the United States) generally will be subject to U.S. federal income tax on a net income basis in the same manner as if such holder were a U.S. person. A non-U.S. holder that is a corporation also may be subject to a branch profits tax at a rate of 30% (or such lower rate specified by an applicable tax treaty). Non-U.S. holders should consult their tax advisors regarding any applicable tax treaties that may provide for different rules.

A non-U.S. holder that claims the benefit of an applicable income tax treaty generally will be required to satisfy applicable certification and other requirements prior to the distribution date. Non-U.S. holders should consult their tax advisors regarding their entitlement to benefits under a relevant income tax treaty.

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Gain on Sale or Disposition of our Common Stock

Subject to the discussion below regarding backup withholding, a non-U.S. holder generally will not be subject to U.S. federal income tax on any gain realized upon the sale or other disposition of our common stock unless:

•

the gain is effectively connected with the non-U.S. holder’s conduct of a trade or business in the United States and, if required by an applicable tax treaty, attributable to a permanent establishment maintained by the non-U.S. holder in the United States;

•

the non-U.S. holder is a nonresident alien individual present in the United States for 183 days or more during the taxable year of the disposition and certain other requirements are met; or

•

our common stock constitutes a U.S. real property interest by reason of our status as a U.S. real property holding corporation (a “USRPHC”) for U.S. federal income tax purposes during the relevant statutory period.

Unless an applicable tax treaty provides otherwise, gain described in the first bullet point above generally will be subject to U.S. federal income tax on a net income basis in the same manner as if such holder were a U.S. person. A non-U.S. holder that is a corporation also may be subject to a branch profits tax at a rate of 30% (or such lower rate specified by an applicable tax treaty). Non-U.S. holders should consult their tax advisors regarding any applicable tax treaties that may provide for different rules.

Gain described in the second bullet point above generally will be subject to U.S. federal income tax at a flat 30% rate (or such a lower rate specified by an applicable income tax treaty), but may be offset by U.S. source capital losses of the non-U.S. holder (even though the individual is not considered a resident of the United States), provided that the non-U.S. holder has timely filed U.S. federal income tax returns with respect to such losses.

With respect to the third bullet point above, we believe we currently are not, and we do not anticipate becoming, a USRPHC. Because the determination of whether we are a USRPHC depends on the fair market value of our U.S. real property interests relative to the fair market value of our other business assets, however, there can be no assurance that we will not become a USRPHC in the future. In the event we do become a USRPHC, as long as our common stock is regularly traded on an established securities market, our common stock will be treated as a U.S. real property interest only with respect to a non-U.S. holder that actually or constructively holds more than 5% of our common stock at any time during the shorter of the five-year period preceding the date of disposition or the holder’s holding period.

Information Reporting and Backup Withholding

Generally, we must report annually to the IRS and to each non-U.S. holder the amount of dividends paid to such holder and the amount of any tax withheld with respect to those dividends. This information also may be made available under a specific treaty or agreement with the tax authorities of the country in which the non-U.S. holder resides or is established. Under certain circumstances, the Code imposes a backup withholding obligation (currently at a rate of 28%) on certain reportable payments. Backup withholding generally will not, however, apply to payments of dividends to a non-U.S. holder of our common stock provided the non-U.S. holder furnishes to us or our paying agent the required certification as to its non-U.S. status, such as by providing a valid IRS Form W-8BEN or W-8ECI, or otherwise establishes an exemption.

Backup withholding is not an additional tax. Any amounts withheld under the backup withholding rules may be allowed as a refund or a credit against a non-U.S. holder’s U.S. federal income tax liability, provided the required information is timely furnished to the IRS.

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New Legislation Relating to Foreign Accounts

Newly enacted legislation may impose withholding taxes on certain types of payments made to “foreign financial institutions” and certain other non-U.S. entities. Under this legislation, the failure to comply with additional certification, information reporting and other specified requirements could result in withholding tax being imposed on payments of dividends and sales proceeds to foreign intermediaries and certain non-U.S. holders. The legislation imposes a 30% withholding tax on dividends on, or gross proceeds from the sale or other disposition of, our common stock paid to a foreign financial institution or to a foreign non-financial entity, unless (i) the foreign financial institution undertakes certain diligence and reporting obligations or (ii) the foreign non-financial entity either certifies it does not have any substantial U.S. owners or furnishes identifying information regarding each substantial U.S. owner. If the payee is a foreign financial institution, it must enter into an agreement with the U.S. Treasury requiring, among other things, that it undertake to identify accounts held by certain U.S. persons or U.S.-owned foreign entities, annually report certain information about such accounts, and withhold 30% on payments to account holders whose actions prevent it from complying with these reporting and other requirements. The legislation would apply to payments made after December 31, 2012. Prospective investors should consult their tax advisors regarding this legislation.

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UNDERWRITING

Citigroup Global Markets Inc. and Morgan Stanley & Co. Incorporated are acting as joint book-running managers of the offering and as representatives of the underwriters named below. Subject to the terms and conditions stated in the underwriting agreement dated the date of this prospectus, each underwriter named below has severally agreed to purchase, and we have agreed to sell to that underwriter, the number of shares set forth opposite the underwriter’s name.


Underwriter		Number of Shares
Citigroup Global Markets Inc.
Morgan Stanley & Co. Incorporated
Barclays Capital Inc.
Raymond James & Associates, Inc.
Dahlman Rose & Company, LLC

Total

The underwriting agreement provides that the obligations of the underwriters to purchase the shares included in this offering are subject to approval of legal matters by counsel and to other conditions. The underwriters are obligated to purchase all the shares (other than those covered by the over-allotment option described below) if they purchase any of the shares.

Shares sold by the underwriters to the public will initially be offered at the initial public offering price set forth on the cover page of this prospectus. Any shares sold by the underwriters to securities dealers may be sold at a discount from the initial public offering price not to exceed $ per share. If all the shares are not sold at the initial offering price, the underwriters may change the offering price and the other selling terms. The representatives have advised us that the underwriters do not intend sales to discretionary accounts to exceed 5% of the total number of shares of common stock offered by them.

If the underwriters sell more shares than the total number set forth in the table above, the selling stockholders have granted to the underwriters an option, exercisable for 30 days from the date of this prospectus, to purchase up to additional shares at the initial public offering price less the underwriting discount. The underwriters may exercise the option solely for the purpose of covering over-allotments, if any, in connection with this offering. To the extent the option is exercised, each underwriter must purchase a number of additional shares approximately proportionate to that underwriter’s initial purchase commitment. Any shares issued or sold under the option will be issued and sold on the same terms and conditions as the other shares that are the subject of this offering.

Prior to this offering, there has been no public market for our shares. Consequently, the initial public offering price for the shares was determined by negotiations between us, the selling stockholders and the representatives. Among the factors considered in determining the initial public offering price were our sales, earnings and certain other financial and operating information in recent periods, our future prospects, our

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markets, the economic conditions in and future prospects for the industry in which we compete, our management, and currently prevailing general conditions in the equity securities markets, including current market valuations of publicly traded companies considered comparable to our company. We cannot assure you, however, that the price at which the shares will sell in the public market after this offering will not be lower than the initial public offering price or that an active trading market in our shares will develop and continue after this offering.

We have applied to have our shares listed on the NASDAQ Global Select Market under the symbol “SAVE.”

The following table shows the underwriting discounts that we and the selling stockholders, if the over-allotment option is exercised, are to pay to the underwriters in connection with this offering. These amounts are shown assuming both no exercise and full exercise of the underwriters’ over-allotment option.


	Paid by Company
	No Exercise	Full Exercise
Per share	$	$
Total	$	$

We estimate that our portion of the total expenses of this offering (which will include those incurred by the selling stockholders, other than underwriting discounts on the shares offered by them) will be $5,000,000.

In order to facilitate the offering of the shares, the underwriters may engage in transactions that stabilize, maintain or otherwise affect the price of the shares. Specifically, the underwriters may sell more shares than they are obligated to purchase under the underwriting agreement, creating a short position. A short sale is covered if the short position is no greater than the number of shares available for purchase by the underwriters under the over-allotment option. The underwriters can close out a covered short sale by exercising the over-allotment option or purchasing shares in the open market. In determining the source of shares to close out a covered short sale, the underwriters will consider, among other things, the open market price of shares compared to the price available under the over-allotment option. The underwriters may also sell shares in excess of the over-allotment option, creating a naked short position. The underwriters must close out any naked short position by purchasing shares in the open market. A naked short position is more likely to be created if the underwriters are concerned that there may be downward pressure on the price of the common stock in the open market after pricing that could adversely affect investors who purchase in this offering. As an additional means of facilitating this offering, the underwriters may bid for, and purchase, shares of common stock in the open market to stabilize the price of the common stock. These activities may raise or maintain the market price of the shares above independent market levels or prevent or retard a decline in the market price of the shares. The underwriters are not required to engage in these activities and may end any of these activities at any time.

A prospectus in electronic format may be made available on websites maintained by one or more underwriters participating in this offering. The representatives may agree to allocate a number of shares to underwriters for sale to their online brokerage account holders. Internet distributions will be allocated by the representatives to underwriters that may make Internet distributions on the same basis as other allocations.

Certain of the underwriters have performed commercial banking services for us from time to time for which they have received customary fees and reimbursement of expenses. The underwriters may, from time to time, engage in transactions with and perform services for us in the ordinary course of their business for which they may receive customary fees and reimbursement of expenses.

We and the selling stockholders have agreed to indemnify the underwriters against certain liabilities, including liabilities under the Securities Act, or to contribute to payments the underwriters may be required to make because of any of those liabilities.

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Notice to Prospective Investors in the European Economic Area

In relation to each member state of the European Economic Area that has implemented the Prospectus Directive (each, a relevant member state), with effect from and including the date on which the Prospectus Directive is implemented in that relevant member state (the relevant implementation date), an offer of shares described in this prospectus may not be made to the public in that relevant member state other than:

•

to any legal entity which is a Qualified Investor as defined in the Prospectus Directive;

•

to fewer than 100 or, if the Relevant Member State has implemented the relevant provision of the 2010 PD Amending Directive, 150, natural or legal persons (other than qualified investors as defined below) subject to obtaining the prior consent of the representatives for any such offer; or

•

in any other circumstances falling within Article 3(2) of the Prospectus Directive.

Each purchaser of shares described in this prospectus located within a relevant member state will be deemed to have represented, acknowledged and agreed that it is a “qualified investor” within the meaning of Article 2(1)(e) of the Prospectus Directive.

For purposes of this provision, the expression an “offer to the public” in any relevant member state means the communication in any form and by any means of sufficient information on the terms of the offer and the securities to be offered so as to enable an investor to decide to purchase or subscribe the securities, as the expression may be varied in that member state by any measure implementing the Prospectus Directive in that member state, and the expression “Prospectus Directive” means Directive 2003/71/EC (and amendments thereto, including the 2010 PD Amending Directive, to the extent implemented in the Relevant Member State), and includes any relevant implementing measure in each relevant member state and the expression “2010 PD Amending Directive” means Directive 2010/73/EU.

The sellers of the shares have not authorized and do not authorize the making of any offer of shares through any financial intermediary on their behalf, other than offers made by the underwriters with a view to the final placement of the shares as contemplated in this prospectus. Accordingly, no purchaser of the shares, other than the underwriters, is authorized to make any further offer of the shares on behalf of the sellers or the underwriters.

Notice to Prospective Investors in the United Kingdom

This prospectus is only being distributed to, and is only directed at, persons in the United Kingdom that are qualified investors within the meaning of Article 2(1)(e) of the Prospectus Directive that are also (i) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”) or (ii) high net worth entities, and other persons to whom it may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (each such person being referred to as a “relevant person”). This prospectus and its contents are confidential and should not be distributed, published or reproduced (in whole or in part) or disclosed by recipients to any other persons in the United Kingdom. Any person in the United Kingdom that is not a relevant person should not act or rely on this document or any of its contents.

Notice to Prospective Investors in France

Neither this prospectus nor any other offering material relating to the shares described in this prospectus has been submitted to the clearance procedures of the Autorité des Marchés Financiers or of the competent authority of another member state of the European Economic Area and notified to the Autorité des Marchés Financiers. The shares have not been offered or sold and will not be offered or sold, directly or indirectly, to the public in France. Neither this prospectus nor any other offering material relating to the shares has been or will be:

•

released, issued, distributed or caused to be released, issued or distributed to the public in France; or

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•

used in connection with any offer for subscription or sale of the shares to the public in France.

Such offers, sales and distributions will be made in France only:

•

to qualified investors ( investisseurs estraint ) and/or to a restricted circle of investors ( cercle estraint d’investisseurs ), in each case investing for their own account, all as defined in, and in accordance with articles L.411-2, D.411-1, D.411-2, D.734-1, D.744-1, D.754-1 and D.764-1 of the French Code monétaire et financier ;

•

to investment services providers authorized to engage in portfolio management on behalf of third parties; or

•

in a transaction that, in accordance with article L.411-2-II-1°-or-2°-or 3° of the French Code monétaire et financier and article 211-2 of the General Regulations ( Règlement Général ) of the Autorité des Marchés Financiers , does not constitute a public offer ( appel public à l’épargne ).

The shares may be resold directly or indirectly, only in compliance with articles L.411-1, L.411-2, L.412-1 and L.621-8 through L.621-8-3 of the French Code monétaire et financier .

Notice to Prospective Investors in Hong Kong

The shares may not be offered or sold in Hong Kong by means of any document other than (i) in circumstances which do not constitute an offer to the public within the meaning of the Companies Ordinance (Cap. 32, Laws of Hong Kong), or (ii) to “professional investors” within the meaning of the Securities and Futures Ordinance (Cap. 571, Laws of Hong Kong) and any rules made thereunder, or (iii) in other circumstances which do not result in the document being a “prospectus” within the meaning of the Companies Ordinance (Cap. 32, Laws of Hong Kong) and no advertisement, invitation or document relating to the shares may be issued or may be in the possession of any person for the purpose of issue (in each case whether in Hong Kong or elsewhere), which is directed at, or the contents of which are likely to be accessed or read by, the public in Hong Kong (except if permitted to do so under the laws of Hong Kong) other than with respect to shares which are or are intended to be disposed of only to persons outside Hong Kong or only to “professional investors” within the meaning of the Securities and Futures Ordinance (Cap. 571, Laws of Hong Kong) and any rules made thereunder.

Notice to Prospective Investors in Japan

The shares offered in this prospectus have not been registered under the Securities and Exchange Law of Japan. The shares have not been offered or sold and will not be offered or sold, directly or indirectly, in Japan or to or for the account of any resident of Japan, except (i) pursuant to an exemption from the registration requirements of the Securities and Exchange Law and (ii) in compliance with any other applicable requirements of Japanese law.

Notice to Prospective Investors in Singapore

This prospectus has not been registered as a prospectus with the Monetary Authority of Singapore. Accordingly, this prospectus and any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of the shares may not be circulated or distributed, nor may the shares be offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to persons in Singapore other than (i) to an institutional investor under Section 274 of the Securities and Futures Act, Chapter 289 of Singapore (the “SFA”), (ii) to a relevant person pursuant to Section 275(1), or any person pursuant to Section 275(1A), and in accordance with the conditions specified in Section 275 of the SFA or (iii) otherwise pursuant to, and in accordance with the conditions of, any other applicable provision of the SFA, in each case subject to compliance with conditions set forth in the SFA.

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Where the shares are subscribed or purchased under Section 275 of the SFA by a relevant person which is:

•

a corporation (which is not an accredited investor (as defined in Section 4A of the SFA)) the sole business of which is to hold investments and the entire share capital of which is owned by one or more individuals, each of whom is an accredited investor; or

•

a trust (where the trustee is not an accredited investor) whose sole purpose is to hold investments and each beneficiary of the trust is an individual who is an accredited investor,

shares, debentures and units of shares and debentures of that corporation or the beneficiaries’ rights and interest (howsoever described) in that trust shall not be transferred within six months after that corporation or that trust has acquired the shares pursuant to an offer made under Section 275 of the SFA except:

•

to an institutional investor (for corporations, under Section 274 of the SFA) or to a relevant person defined in Section 275(2) of the SFA, or to any person pursuant to an offer that is made on terms that such shares, debentures and units of shares and debentures of that corporation or such rights and interest in that trust are acquired at a consideration of not less than S$200,000 (or its equivalent in a foreign currency) for each transaction, whether such amount is to be paid for in cash or by exchange of securities or other assets, and further for corporations, in accordance with the conditions specified in Section 275 of the SFA;

•

where no consideration is or will be given for the transfer; or

•

where the transfer is by operation of law.

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LEGAL MATTERS

Certain legal matters with respect to the legality of the issuance of the shares of common stock offered by us by this prospectus will be passed upon for us by Latham & Watkins LLP, Menlo Park, California. The underwriters are being represented by Cleary Gottlieb Steen & Hamilton LLP, New York, New York, in connection with the offering.

EXPERTS

The financial statements of Spirit Airlines, Inc. at December 31, 2009 and 2010 and for each of the three years in the period ended December 31, 2010 appearing in this prospectus and registration statement, have been audited by Ernst & Young LLP, independent registered public accounting firm, as set forth in their report thereon appearing elsewhere herein and are included in reliance upon such report given on the authority of such firm as experts in accounting and auditing.

WHERE YOU CAN FIND MORE INFORMATION

We have filed with the SEC a registration statement on Form S-1 under the Securities Act with respect to this offering of our common stock. This prospectus, which constitutes a part of the registration statement, does not contain all of the information set forth in the registration statement, some items of which are contained in exhibits to the registration statement as permitted by the rules and regulations of the SEC. For further information with respect to us and our common stock, we refer you to the registration statement, including the exhibits and the financial statements and notes filed as a part of the registration statement. Statements contained in this prospectus concerning the contents of any contract or any other document are not necessarily complete. If a contract or document has been filed as an exhibit to the registration statement, please see the copy of the contract or document that has been filed. Each statement is this prospectus relating to a contract or document filed as an exhibit is qualified in all respects by the filed exhibit. The exhibits to the registration statement should be referenced for the complete contents of these contracts and documents. You may obtain copies of this information by mail from the Public Reference Section of the SEC, 100 F Street, N.E., Room 1580, Washington, D.C. 20549, at prescribed rates. You may obtain information on the operation of the public reference rooms by calling the SEC at 1-800-SEC-0330. The SEC also maintains an Internet website that contains reports, proxy statements and other information about issuers, like us, that file electronically with the SEC. The address of that website is www.sec.gov.

As a result of this offering, we will become subject to the information and reporting requirements of the Securities Exchange Act and, in accordance with this law, will file periodic reports, proxy statements and other information with the SEC. These periodic reports, proxy statements and other information will be available for inspection and copying at the SEC’s public reference facilities and the website of the SEC referred to above.

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SPIRIT AIRLINES, INC.

INDEX TO FINANCIAL STATEMENTS


	Page
Report of Independent Registered Public Accounting Firm		F-2
Statements of Operations		F-3
Balance Sheets		F-4
Statements of Cash Flows		F-5
Statements of Shareholders’ Deficit		F-6
Notes to financial Statements		F-7

F-1

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Board of Directors

Spirit Airlines, Inc.

We have audited the accompanying balance sheets of Spirit Airlines, Inc. as of December 31, 2010 and 2009, and the related statements of operations, shareholders’ deficit, and cash flows for each of the three years in the period ended December 31, 2010. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. We were not engaged to perform an audit of the Company’s internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Spirit Airlines, Inc. at December 31, 2010 and 2009, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2010, in conformity with US generally accepted accounting principles.

/s/ Ernst & Young LLP

Certified Public Accountants

Miami, Florida

February 28, 2011

F-2

Spirit Airlines, Inc.

Statements of Operations

(in thousands, except per share data)


	Years Ended December 31,
	2008			2009			2010
Operating revenues:
Passenger	$	657,448		$	536,181		$	537,969
Non-ticket		129,809			163,856			243,296

Total operating revenues		787,257			700,037			781,265

Expenses:
Aircraft fuel		299,094			181,107			248,206
Salaries, wages and benefits		147,015			135,420			156,443
Aircraft rent		105,605			89,974			101,345
Landing fees and other rents		43,331			42,061			48,118
Distribution		37,816			34,067			41,179
Maintenance, materials and repairs		24,237			27,536			28,189
Depreciation and amortization		4,236			4,924			5,620
Other operating		85,608			72,921			82,594
Loss on disposal of assets		4,122			1,010			77
Restructuring		17,902			(392	)		621

Total operating expenses		768,966			588,628			712,392

Operating income		18,291			111,409			68,873
Other expense (income):
Interest expense		40,245			46,892			50,313
Capitalized interest		(166	)		(951	)		(1,491	)
Interest income		(1,976	)		(345	)		(328	)
Gain on extinguishment of debt		(53,673	)		(19,711	)		—
Other expense		214			298			194

Total other (income) expense		(15,356	)		26,183			48,688

Income before income taxes		33,647			85,226			20,185
Provision (benefit) for income taxes		388			1,533			(52,296	)

Net income	$	33,259		$	83,693		$	72,481

Net income per share, basic	$	1.29		$	3.23		$	2.77

Net income per share, diluted	$	1.29		$	3.18		$	2.72

F-3

Spirit Airlines, Inc.

Balance Sheets

(in thousands)


	December 31,
	2009			2010
Assets
Current assets:
Cash and cash equivalents	$	86,147		$	82,714
Restricted cash		52,540			72,736
Accounts receivable, less allowance of $319 and $17 at December 31, 2009 and 2010, respectively		8,347			9,471
Deferred income taxes		—			51,492
Other current assets		16,757			34,806

Total current assets		163,791			251,219

Property and equipment:
Flight equipment		3,615			3,901
Ground and other equipment		35,173			39,441
Less accumulated depreciation		(20,379	)		(24,013	)

		18,409			19,329

Deposits on flight equipment purchase contracts		16,985			44,188
Prepaid aircraft maintenance to lessors		91,294			116,857
Long-term deferred income taxes		—			1,319
Security deposits and other long-term assets		37,387			42,845

Total assets	$	327,866		$	475,757


Liabilities and shareholders' deficit
Current liabilities:
Accounts payable	$	15,265		$	13,360
Air traffic liability		86,566			104,788
Other current liabilities		58,822			73,041
Current maturities of long-term debt, due to related parties		—			20,000
Current maturities of long-term debt, due to non-related parties		3,240			3,240

Total current liabilities		163,893			214,429

Deferred credits and other long-term liabilities		27,998			29,101
Due to related parties, less current maturities		227,026			245,621
Long-term debt, less current maturities		11,966			11,966
Mandatorily redeemable preferred stock		75,110			79,717

Shareholders' deficit
Common stock: Class A common stock, $0.0001 par value, 25,000,000 shares authorized at December 31, 2009 and 2010, respectively; 20,848,847 shares issued and outstanding as of December 31, 2009 and 2010, respectively		2			2
Common stock: Class B common stock, $0.0001 par value, 6,000,000 and 6,500,000 shares authorized at December 31, 2009 and 2010, respectively; 6,000,000 and 6,009,978 shares outstanding as of December 31, 2009 and 2010, respectively		1			1
Additional paid-in-capital		107			676
Accumulated deficit		(178,237	)		(105,756	)

Total shareholders' deficit		(178,127	)		(105,077	)

Total liabilities and shareholders' deficit	$	327,866		$	475,757

F-4


Spirit Airlines, Inc. Statements of Cash Flow *(in thousands)*
	Years Ended December 31,
	2008			2009			2010
Operating Activities:
Net income	$	33,259		$	83,693		$	72,481
Adjustments to reconcile net income to net cash provided by (used in) operations:
Changes in fair value of open fuel hedge contracts		9,875			(1,449	)		(2,064	)
Gain on debt extinguishment		(53,673	)		(19,711	)		—
Non-cash restructuring credit charges, net		17,233			60			22
Equity based stock compensation, net		6			113			569
Allowance for doubtful accounts		156			109			(110	)
Amortization of deferred gains and debt issuance costs		(477	)		(255	)		(574	)
Depreciation and amortization		4,236			4,924			5,620
Deferred income tax benefit		—			—			(52,811	)
Loss on disposal of assets		4,122			1,010			77
Interest and dividends incurred but not paid		34,626			38,080			43,202
Capitalized interest		(166	)		(951	)		(1,491	)
Changes in operating assets and liabilities:
Restricted cash		(35,219	)		16,857			(20,196	)
Accounts receivable		6,442			(2,450	)		(1,014	)
Prepaid maintenance deposits		(21,093	)		(26,923	)		(35,694	)
Long-term deposits and other assets		(11,420	)		(6,542	)		(13,981	)
Accounts payable		(5,709	)		(6,566	)		(2,007	)
Air traffic liability		204			(3,239	)		19,107
Other liabilities		(33,652	)		(7,313	)		16,132
Other		(663	)		(380	)		(235	)

Net cash (used in) provided by operating activities		(51,913	)		69,067			27,033

Investing activities:
Capital expenditures		(13,953	)		(14,778	)		(5,325	)
Proceeds from sale of property and equipment		8,990			19,491			333
Pre-delivery deposits for flight equipment, net of refunds		14,693			(2,384	)		(25,474	)

Net cash provided by (used in) investing activities		9,730			2,329			(30,466	)

Financing activities:
Debt issuance costs		(300	)		(1,196	)		—
Payments on debt and capital lease obligations		(890	)		(2,239	)		—
Proceeds from issuance of debt		5,000			2,000			—
Repurchase of restricted common stock		(1	)		(43	)		—

Net cash provided by (used in) financing activities		3,809			(1,478	)		—

Net (decrease) increase in cash and cash equivalents		(38,374	)		69,918			(3,433	)
Cash and cash equivalents at beginning of period		54,603			16,229			86,147

Cash and cash equivalents at end of period	$	16,229		$	86,147		$	82,714


Supplemental disclosures
Cash payments for:
Interest paid	$	10,941		$	12,177		$	4,303
Taxes paid	$	148		$	1,974		$	562

F-5

Spirit Airlines, Inc.

Statements of Shareholders’ Deficit

(in thousands)


	Class A Common Stock		Class B Common Stock		Additional Paid-In Capital			Treasury Stock			Accumulated Deficit			Total
Balance at December 31, 2007	$	2	$	1	$	44		$	(12	)	$	(295,189	)	$	(295,154	)
Repurchase of common stock		—		—		—			(1	)		—			(1	)
Share-based compensation		—		—		6			—			—			6
Net income		—		—		—			—			33,259			33,259

Balance at December 31, 2008		2		1		50			(13	)		(261,930	)		(261,890	)
Repurchase of common stock		—		—		—			(43	)		—			(43	)
Retirement of common stock		—		—		(56	)		56			—			—
Share-based compensation		—		—		113			—			—			113
Net income		—		—		—			—			83,693			83,693

Balance at December 31, 2009		2		1		107			—			(178,237	)		(178,127	)
Share-based compensation		—		—		569			—			—			569
Net income		—		—		—			—			72,481			72,481

Balance at December 31, 2010	$	2	$	1	$	676		$	—		$	(105,756	)	$	(105,077	)

F-6

Notes to Financial Statements

1. Summary of Significant Accounting Policies

Basis of Presentation

Headquartered in Miramar, Florida, Spirit Airlines, Inc. (Spirit or the Company) is an ultra low-cost carrier (ULCC) in the Americas and a portfolio company of two private equity firms, Indigo Partners, or Indigo, and Oaktree Capital Management, L.P., or Oaktree. The Company manages operations on a system-wide basis due to the interdependence of its route structure in the various markets served. As only one service is offered (i.e., air transportation), management has concluded that there is only one reportable segment.

Use of Estimates

The preparation of financial statements in conformity with generally accepted accounting principles in the United States of America requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from these estimates.

Cash and Cash Equivalents

The Company considers all highly liquid investments with maturities of less than three months at the date of acquisition to be cash equivalents. Investments included in this category consist of money market funds, investment-grade commercial paper, and certificates of deposit.

Restricted Cash

Restricted cash primarily consists of funds held by credit card processors as collateral for future travel paid with a credit card.

Accounts Receivable

Accounts receivable primarily consist of amounts due from credit card processors associated with the sales of tickets and amounts due from counterparties associated with fuel derivative instruments that have settled. The allowance for doubtful accounts represents the estimated losses expected to be incurred in the collection of credit card receivables based on historical credit card charge-backs and other receivables based on specific analysis.

The Company wrote off accounts receivable of $0.9 million, $0 million, and $0.1 million during 2008, 2009, and 2010, respectively. The Company recorded charges related to its allowance for accounts receivable of $0.2 million and $0.1 million, and recovered $0.1 million during 2008, 2009 and 2010, respectively.

Inventories

Spare parts, materials, and supplies relating to flight equipment are carried at average acquisition cost and are expensed when used in operations. Allowances for obsolescence are provided over the estimated lease life of the related aircraft and engines (as 100% of the fleet is financed via operating leases) for spare parts expected to be on hand at the date aircraft are retired from service.

Deferred Offering Costs

The Company complies with the requirements of SEC Staff Accounting Bulletin (SAB) Topic 5A—“Expenses of Offering.” Deferred offering costs of approximately $4.0 million as of December 31, 2010 consist

F-7

Notes to Financial Statements—(Continued)

principally of legal, accounting, printing, and underwriting fees incurred through the balance sheet date related to an initial public offering (the offering) that will be charged to additional paid-in capital upon the completion of the offering or charged to expense if the offering is not completed.

Measurement of Asset Impairments

The Company records impairment charges on long-lived assets used in operations when events and circumstances indicate that the assets may be impaired, the undiscounted cash flows estimated to be generated by those assets are less than the carrying amount of those assets, and the net book value of the assets exceeds their estimated fair value. In making these determinations, the Company uses certain assumptions, including, but not limited to: (i) estimated fair value of the assets; and (ii) estimated, undiscounted future cash flows expected to be generated by these assets, which are based on additional assumptions such as asset utilization, length of service the asset will be used in the Company’s operations, and estimated salvage values.

Property and Equipment

Property and equipment are stated at cost, less accumulated depreciation and amortization. Depreciation of operating property and equipment is computed using the straight-line method applied to each unit of property, except on flight equipment (major rotable parts, avionics, and assemblies), which are depreciated on a group basis over the average life of the applicable equipment. The depreciable lives used for the principal depreciable asset classifications are:


		Estimated Useful Life
Spare rotables and flight assemblies		Lesser of the useful life of equipment or average remaining fleet life to which applicable
Other equipment and vehicles		5 to 7 years
Equipment under capital lease		Lease term
Internally developed software		3 to 10 years

All aircraft and spare engines are operated through operating leases with terms of 12 years for aircraft and 7 to 12 years for spare engines. Residual values for major spare rotable parts, avionics, and assemblies are estimated to be 10%. The following table illustrates the components of depreciation and amortization expense:


	Year Ended December 31,
	2008		2009		2010
	(in thousands)
Depreciation	$	4,236	$	3,901	$	4,313
Amortization of heavy maintenance		—		1,023		1,307

Total depreciation and amortization	$	4,236	$	4,924	$	5,620

The Company capitalizes costs associated with internally developed and/or purchased software systems for new products, and enhancements to existing products that have reached the application development stage and meet recoverability tests. Capitalized costs include external direct costs of materials and services utilized in developing or obtaining internal-use software, and labor cost for employees who are directly associated with and devote time to internal-use software projects. These costs are included in property and equipment.

Amortization of capitalized software development costs is charged to depreciation. Amortization of capitalized software development costs was $0.4 million, $0.7 million, and $1.1 million for 2008, 2009 and 2010, respectively. During 2008, 2009 and 2010, the Company capitalized $2.9 million, $0.6 million, and $2.4 million, respectively, of software development costs.

F-8

Notes to Financial Statements—(Continued)

Capitalized Interest

Interest attributable to funds used to finance the acquisition of new aircraft is capitalized as an additional cost of the related asset. Capitalization of interest ceases when the asset is no longer being prepared for its intended use or is ready for service.

Manufacturer’s Credits

Spirit periodically receives credits in connection with the acquisition of aircraft and engines. These credits are deferred until the aircraft and engines are delivered and then applied on a pro rata basis as a reduction of the cost of the related aircraft and engines.

Passenger Revenue Recognition

Tickets sold are initially deferred as “air traffic liability.” Passenger revenue is recognized at time of departure when transportation is provided. A nonrefundable ticket expires at the date of scheduled travel and is recognized as revenue at the date of scheduled travel.

Customers may elect to change their itinerary prior to the date of departure. A change fee is assessed and recognized on the date the change is initiated and is deducted from the face value of the original purchase price of the ticket, and the original ticket becomes invalid. The amount remaining after deducting the change fee expires one year from the date of purchase of the original ticket and can be used towards the purchase of a new ticket and the Company’s other service offerings. The amount of credits expected to expire is recognized as revenue upon issuance of the credit and is estimated based on historical experience. Estimating the amount of credits that will go unused involves some level of subjectivity and judgment.

The Company is also required to collect certain taxes and fees from customers on behalf of government agencies and airports and remit these back to the applicable governmental entity or airport on a periodic basis. These taxes and fees include U.S. federal transportation taxes, federal security charges, airport passenger facility charges, and foreign arrival and departure taxes. These items are collected from customers at the time they purchase their tickets, but are not included in passenger revenue. The Company records a liability upon collection from the customer and relieves the liability when payments are remitted to the applicable governmental agency or airport.

Frequent Flier Program

The Company accrues for mileage credits earned, including mileage credits for members with an insufficient number of mileage credits to earn an award, under its FREE SPIRIT program based on the estimated incremental cost of providing free travel for credits that are expected to be redeemed. Incremental costs include fuel, insurance, security, ticketing and facility charges reduced by an estimate of fees required to be paid by the passenger when redeeming the award.

The Company also sells mileage credits to companies participating in the FREE SPIRIT program. Funds received from the sale of mileage credits are accounted for as a multiple element arrangement and allocated to a marketing component and a transportation component (mileage credits) using the residual method. The fair value of the transportation component is deferred and recognized ratably as passenger revenue over the estimated period the transportation is expected to be provided (historically estimated at 15 to 19 months and currently estimated at 19 months). The difference between the funds received and the fair value of the transportation component is recognized in non-ticket revenue at the time of sale as non-ticket marketing revenue. The marketing component represents the Company’s compensation for, among many items, use of its trademark,

F-9

Notes to Financial Statements—(Continued)

customer lists and placement of marketing materials to encourage application for credit cards. Because there are no undelivered elements other than the mileage credits, the Company records the revenue from the marketing component when funds are received. The Company also receives bonuses from companies participating in the FREE SPIRIT program that are driven by the volume of the usage of the Company’s co-branded credit cards. The Company recognizes these bonuses as non-ticket revenue when payment is received (milestone method) as the milestones are substantive.

The following table illustrates total cash proceeds received from the sale of mileage credits and the portion of such proceeds recognized in revenue immediately as marketing component:


Year ended	Cash proceeds from sale of miles to non- airline third parties		Portion of proceeds recognized immediately as marketing component
	(in thousands)
December 31, 2008	$	13,503	$	5,775
December 31, 2009		12,008		5,209
December 31, 2010		20,748		10,576

The total liability for future FREE SPIRIT award redemptions and unrecognized revenue from the sale of mileage credits was $4.2 million and $7.1 million at December 31, 2009 and 2010, respectively. These balances are recorded as a component of air traffic liability in the accompanying balance sheets.

Non-ticket Revenue Recognition

Non-ticket revenues are generated from air travel-related fees paid by the ticketed passenger for, among other things, baggage, bookings through our call center or third-party vendors, advance seat selection, itinerary changes and loyalty programs. Non-ticket revenues also consist of services not directly related to providing transportation such as the FREE SPIRIT affinity credit card program, $9 Fare Club, and the sale of advertising to third parties on Spirit’s website and onboard aircraft. The following table summarizes the primary components of non-ticket revenue and the revenue recognition method utilized for each service or product:


Non-ticket revenue	Recognition method		Year Ended December 31,
Non-ticket revenue	Recognition method		2008		2009		2010
			(in thousands)
Baggage		Time of departure	$	59,627	$	63,222	$	91,393
Passenger usage fee		Time of departure		2,330		20,596		45,181
Advance seat selection		Time of departure		10,975		18,819		32,512
Change fees		When itinerary is changed		21,515		23,561		23,120
Other				35,362		37,658		51,090

Non-ticket revenue			$	129,809	$	163,856	$	243,296

Fees for services recognized at time of departure are initially recorded as a liability until time of departure. The passenger usage fee is charged for tickets sold through the Company’s primary sales distribution channels, to cover the Company’s distribution costs. The primary sales distribution channels for which passenger usage fees are charged include sales through the Company’s website, sales through the third-party provided call center, and sales through travel agents; the Company does not charge a passenger usage fee for sales made at its airport ticket counters. Other non-ticket revenues include revenues from other air related charges and as well as non-air related charges. Other air related charges include optional services and products provided to passengers such as onboard products, travel insurance, use of our call center or travel agent, pet fees, and unaccompanied minor

F-10

Notes to Financial Statements—(Continued)

fees, among others. Non-air related charges primarily consist of revenues from advertising on our aircraft and website, the Company’s $9 Fare Club subscription-based membership program, and the Company’s FREE SPIRIT affinity credit card program.

During the fourth quarter of 2010, the Company determined not to renew its agreement with the administrator of the FREE SPIRIT affinity credit card program at the scheduled expiration in February 2011. In connection with that non-renewal, the Company entered into an agreement with the former administrator regarding the transition of the program to a new provider and the remittance to the Company of compensation due to the Company for card members obtained through the Company’s marketing services in the amount of $5.0 million, of which $4.6 million was recognized in the fourth quarter of 2010 and $0.4 million will be recognized in the first quarter of 2011.

During the fourth quarter of 2010, the Company entered into a five-year affinity card program for issuance of FREE SPIRIT credit cards with a new administrator effective April 1, 2011.

Airframe and Engine Maintenance

The Company accounts for heavy maintenance and major overhaul and repair under the deferral method whereby the cost of heavy maintenance and major overhaul and repair is deferred and amortized based on usage through the next overhaul event.

Amortization of engine overhaul costs is charged to depreciation and amortization expense and was $1.0 million and $1.3 million for 2009 and 2010. During 2009 and 2010, the Company deferred $5.3 million and $5.2 million, respectively, of costs for heavy maintenance.

The Company outsources certain routine, non-heavy maintenance functions under contracts that require payment on a utilization basis, such as flight hours. Costs incurred for maintenance and repair under flight hour maintenance contracts, where labor and materials price risks have been transferred to the service provider, are expensed based on contractual payment terms. All other costs for routine maintenance of the airframes and engines are charged to expense as performed.

The table below summarizes the extent to which our maintenance costs are rate capped due to flight hour maintenance contracts.


	Year Ended December 31,
	2008		2009		2010
	(in thousands)
Flight hour-based maintenance expense	$	13,445	$	14,428	$	16,683
Non-flight hour-based maintenance expense		10,792		13,108		11,506

Total maintenance expense	$	24,237	$	27,536	$	28,189

During the quarter ended December 31, 2010, the Company renegotiated a supplier contract resulting in a reduction of operating expenses of $1.0 million of amounts accrued in prior years.

Aircraft Fuel

Aircraft fuel expense includes jet fuel and associated “into-plane” costs, taxes, oil, and all gains and losses associated with fuel hedge contracts.

F-11

Notes to Financial Statements—(Continued)

Derivative Instruments

The Company accounts for derivative financial instruments at fair value and recognizes them in the balance sheet in other current assets or other current liabilities. For derivatives designated as cash flow hedges, changes in fair value of the derivative are generally reported in other comprehensive income and are subsequently reclassified into earnings when the hedged item affects earnings. For 2008, 2009 and 2010, the Company did not hold derivative instruments that qualified as cash flow hedges. As a result, changes in the fair value of such derivative contracts were recorded within aircraft fuel expense in the accompanying statements of operations. These amounts include both realized gains and losses and mark-to-market adjustments of the fair value of unsettled derivative instruments at the end of each period.

Advertising

The Company expenses advertising and the production costs of advertising as incurred. Marketing and advertising expenses for 2008, 2009 and 2010 were $3.4 million, $2.4 million and $6.1 million, respectively.

Income Taxes

The Company accounts for income taxes using the liability method. The Company records a valuation allowance to reduce the deferred tax assets reported if, based on the weight of the evidence, it is more likely than not that some portion or all of the deferred tax assets will be not realized.

Interest Expense

Related-party interest expense incurred during 2008, 2009 and 2010 was $31.8 million, $39.3 million, and $44.6 million, respectively, and consisted primarily of paid-in-kind interest on tranche notes due to related parties and preferred stock dividends due to related parties. Non-related party interest expense during 2008, 2009 and 2010 was $8.4 million, $7.6 million and $5.7 million, respectively.

Stock-Based Compensation

The Company recognizes cost of employee services received in exchange for awards of equity instruments based on the fair value of each instrument at the date of grant. Compensation expense is recognized on a straight-line basis over the period during which an employee is required to provide service in exchange for an award. The fair value of the stock award is estimated using a discounted cash flow analysis based on management’s estimates of revenue, driven by assumed market growth rates, and estimated costs as well as appropriate discount rates. These estimates are consistent with the plans and estimates that management uses to manage the Company’s business. The fair value of share option awards is estimated on the date of grant using the Black-Scholes valuation model. See Note 9.

Concentrations of Risk

The Company’s business has been, and may continue to be, adversely affected by increases in the price of aircraft fuel, the volatility of the price of aircraft fuel, or both. Aircraft fuel was the Company’s single largest expenditure representing approximately 39%, 31%, and 35% of total operating expenses in 2008, 2009, and 2010, respectively.

The Company’s operations are largely concentrated in the southeast United States with Fort Lauderdale being the highest volume fueling point in the system. Gulf Coast Jet indexed fuel is the basis for a substantial majority of the Company’s fuel consumption. Any disruption to the oil production or refinery capacity in the Gulf Coast, as a result of weather or any other disaster or disruptions in supply of jet fuel, dramatic escalations in the costs of jet fuel, and/or the failure of fuel providers to perform under fuel arrangements for other reasons could have a material adverse effect on the Company’s financial condition and results of operations.

F-12

Notes to Financial Statements—(Continued)

The Company’s operations will continue to be vulnerable to weather conditions (including hurricane season or snow and severe winter weather), which could disrupt service, create air traffic control problems, decrease revenue, and increase costs.

Due to the relatively small size of the fleet and high utilization rate, the unavailability of one or more aircraft and resulting reduced capacity could have a material adverse effect on the Company’s business, results of operations, and financial condition.

The Company has three union-represented employee groups that together represent approximately 50% of all employees at December 31, 2009 and 2010. A strike or other significant labor dispute with the Company’s unionized employees is likely to adversely affect the Company’s ability to conduct business. Additional disclosures are included in Note 17.

2. Recent Accounting Developments

In October 2009, the FASB issued an Accounting Standards Update (ASU No. 2009-13) pertaining to multiple-deliverable revenue arrangements. The new guidance will affect accounting and reporting for companies that enter into multiple-deliverable revenue arrangements with their customers when those arrangements are within the scope of ASC 605-25, Revenue Recognition—Multiple-Element Arrangements . The new guidance will eliminate the residual method of allocation and require that arrangement consideration be allocated at the inception of the arrangement to all deliverables using the relative selling price method. The new guidance will be effective prospectively for revenue arrangements entered into or materially modified in fiscal years beginning on or after June 15, 2010. Early adoption is permitted and the guidance may be applied retroactively. Management is currently evaluating the impact that ASU No. 2009-13 will have on the Company’s financial position, results of operations and cash flows.

In January 2010, the FASB issued Accounting Standards Update No. 2010-06, Fair Value Measurements Disclosures , which amends Subtopic 820-10 of the FASB Accounting Standards Codification to require new disclosures for fair value measurements and provides clarification for existing disclosure requirements. More specifically, this update will require (a) an entity to disclose separately the amounts of significant transfers in and out of Level 1 and 2 fair value measurements and to describe the reasons for the transfers; and (b) information about purchases, sales, issuances, and settlements to be presented separately (i.e., present the activity on a gross basis rather than net) in the reconciliation for fair value measurements using significant unobservable inputs (Level 3 inputs). This update clarifies existing disclosure requirements for the level of disaggregation used for classes of assets and liabilities measured at fair value and requires disclosures about the valuation techniques and inputs used to measure fair value for both recurring and nonrecurring fair value measurements using Level 2 and Level 3 inputs. Certain provisions requiring new disclosures and clarifications of existing disclosures of the guidance are effective for interim and reporting periods beginning after December 15, 2009. Certain other provisions for new disclosures are effective for fiscal years beginning after December 15, 2010. Adoption of those provisions of the accounting guidance that became effective for this interim period presented has resulted in new fair value disclosures. See related fair value disclosures in Note 18.

3. Restructuring Charges

In December 2004, the Company began to execute an accelerated exit and disposal strategy of its older, less efficient, and more costly to operate MD-80 fleet. The Company determined that the plan of sale criteria in ASC 360-10, Property, Plant and Equipment/Impairment or Disposal of Long-Lived Assets , had been met. Accordingly, the carrying value of the MD-80 aircraft and related engines and equipment was adjusted to its fair value, less costs to sell, which was determined based on transactions and quoted market prices of similar assets. In connection with the fleet disposal activities in 2006, five spare Pratt-Whitney engines were classified as held

F-13

Notes to Financial Statements—(Continued)

for sale and were sold by the end of 2009. Cash payments during 2007, 2008, and 2009 primarily related to purchasing MD-80 aircraft off lease from lessors, net of cash received for an MD-80 sublease and cash from the sale of previously written-off MD-80 parts and equipment. During 2010, the Company had cash payments to lessors and cash receipts from sale of previously written-off MD-80 parts and equipment. The following table summarizes the components of the MD-80 fleet termination and the remaining accruals in connection with the restructuring through December 31, 2010:


	Aircraft Charges			Facility Exit Costs			Severance			Other			Total
	(in thousands)
Accrual at December 31, 2007	$	11,589		$	891		$	12		$	88		$	12,580
Restructuring charges		(507	)		(102	)		—			(12	)		(621	)
Non-cash charges		—			—			—			—			—
(Payments)		(9,328	)		(179	)		(12	)		(76	)		(9,595	)

Accrual at December 31, 2008		1,754			610			—			—			2,364
Restructuring charges		(345	)		(281	)		—			—			(626	)
Non-cash charges		(34	)		—			—			—			(34	)
(Payments)		(1,528	)		(45	)		—			—			(1,573	)

Accrual at December 31, 2009		(153	)		284			—			—			131
Restructuring charges		(306	)		24			—			—			(282	)
(Payments) receipts		459			(79	)		—			—			380

Accrual at December 31, 2010	$	—		$	229		$	—		$	—		$	229

In response to record high fuel prices and rapidly deteriorating economic conditions, in July 2008, the Company rapidly restructured its network to optimize profitability by reducing capacity in markets that did not support elevated fuel prices. This restructuring resulted in the early termination of seven Airbus A319 aircraft operating leases and workforce reductions resulting in one-time lease fees, severance costs, and relocation costs. The Company determined the retirement of these aircraft and the planned reduction and relocation of certain employees met the requirement of an exit activity and accrued a charge in 2008 . During 2008, the Company incurred $18.5 million in net restructuring charges consisting primarily of the write-off of certain leased aircraft assets and liabilities and the accrual for employee severances and relocation charges. The Company had non-cash write-off charges of $17.2 million and cash payments of $1.1 million during 2008. During 2009, the Company incurred $0.3 million in cash payments related to facility exit costs and severance. The following table summarizes the 2008 restructuring charges and related activity:


	Aircraft Charges			Facility Exit Costs			Severance			Other			Total
	(in thousands)
Restructuring charges	$	18,031		$	—		$	356		$	136		$	18,523
Non-cash charges		(17,233	)		—			—			—			(17,233	)
(Payments)		(720	)		—			(260	)		(131	)		(1,111	)

Accrual at December 31, 2008		78			—			96			5			179
Restructuring charges		—			245			(6	)		(5	)		234
Non-cash charges		—			(26	)		—			—			(26	)
(Payments)		(36	)		(219	)		(90	)		—			(345	)

Accrual at December 31, 2010 and December 31, 2009	$	42		$	—		$	—		$	—		$	42

F-14

Notes to Financial Statements—(Continued)

In 2010, in an effort to gain efficiencies the Company relocated all of its maintenance operations in Detroit, Michigan to Fort Lauderdale, Florida, the Company’s largest city of operations. The restructuring included the closure of facilities in Detroit, relocation of equipment and tools, and the relocation and reduction of workforce. The Company determined the relocation of these facilities and the planned relocation and reduction of certain employees met the requirement of an exit activity . The following table summarizes the restructuring charges and related activity:


	Facility Exit Costs			Severance			Relocation			Other			Total
	(in thousands)
Restructuring charges	$	467		$	308		$	27		$	101		$	903
Non-cash charges		(22	)		—			—			—			(22	)
(Payments)		(242	)		(236	)		(24	)		(101	)		(603	)

Accrual at December 31, 2010	$	203		$	72		$	3		$	—		$	278

4. Letters of Credit

In connection with agreements with certain airports, the Company is required to post letters of credit, which totaled $0.7 million and $4.0 million as of December 31, 2009 and 2010, respectively. The issuing banks require that the Company deposit funds at those banks to cover the amounts that could be drawn under the letters of credit. These funds are invested in money market accounts and are classified as long-term assets within security deposits and other long-term assets.

5. Credit Card Processing Arrangements

The Company’s credit card processors retain cash related to future travel that such processors otherwise would remit to the Company (holdback). Holdbacks consist of advance ticket sales purchased with credit cards and are classified as restricted cash in the accompanying balance sheets. Once the customer travels, any related holdback is remitted to the Company. At December 31, 2009 and 2010, the required holdback balance was $77.5 million and $87.7 million, respectively. At December 31, 2009 and 2010, the required holdback for one of the processors was partially satisfied by a letter of credit (LC), issued in favor of the processor in the amount of $25.0 million and $15.0 million, respectively. The LC is secured by substantially all of the assets of the Company and is senior to all other obligations of the Company.

As of December 31, 2009 and 2010, the Company had advance ticket sales and $9 Fare Club memberships purchased with credit cards of approximately $85.4 million and $101.1 million, respectively. As of December 31, 2010, the Company was in compliance with its credit card processing agreements, and the processors were holding back $72.7 million of remittances (after considering the $15.0 million LC issued in favor of the Company’s largest credit card processor). The maximum potential exposure to cash holdbacks by the Company’s credit card processors, based upon advance ticket sales and $9 Fare Club memberships as of December 31, 2010 was $86.1 million.

On September 30, 2010, the LC was extended and will be reduced per the schedule below up to its expiration on April 30, 2011:


	LC Reduction		LC Balance
	(in millions)
December 31, 2010	$	—	$	15.0
March 1, 2011		2.0		13.0
April 1, 2011		2.0		11.0
April 30, 2011		11.0		—

F-15

Notes to Financial Statements—(Continued)

6. Accrued Liabilities

Accrued liabilities included in other current liabilities as of December 31, 2009 and 2010 consist of the following:


	As of December 31,
	2009		2010
	(in thousands)
Federal excise and other passenger taxes and fees payable	$	15,592	$	19,035
Salaries and wages		12,561		14,842
Aircraft maintenance		7,001		10,909
Airport expenses		7,559		9,523
Interest		5,200		6,885
Aircraft and facility rent		3,508		4,455
Restructuring		173		549
Other		7,228		6,843

Accrued liabilities	$	58,822	$	73,041

During 2010, based on new information that became available to the Company, a liability previously recorded was reduced by $1.0 million resulting in recognition of $0.7 million within other operating and $0.3 million within salaries, wages, and benefits expenses in the statement of operations.

7. Common Stock

The Company has two classes of common stock with a par value of $0.0001. Holders of Class A common stock are entitled to one vote per share on all matters submitted to a vote by the shareholders. Class B common stock has no voting rights. Both classes of common stock are entitled to receive dividends when and if declared by the Board of Directors. The Company has never declared cash dividends on either class of stock.

8. Redeemable Preferred Stock

The Company has authority to issue up to 1,000,000 shares of preferred stock, with a par value of $0.0001, of which 125,000 shares were designated Class A preferred stock and issued with a liquidation value of $1,000 per share and a dividend rate of 5%, compounded quarterly, and 5,000 shares were designated as Class B preferred stock and 2,850 shares were issued with a liquidation value of $1,000 per share and a dividend rate of 17%, compounded quarterly. Prior to the liquidation preference adjustments discussed below, all shares of Class A preferred stock were held by Indigo and Oaktree, and all shares of Class B preferred stock were held by other non-controlling shareholders. The remaining 870,000 authorized shares may be designated and issued from time to time in one or more series, as decided by the Board of Directors. The dividend rates for the Class A and Class B preferred stock are per annum and applied to the sum of their respective liquidation value per share plus all accumulated and unpaid dividends whether or not they have been declared and whether or not there are profits, surplus, or other funds legally available for payment. Neither series of preferred stock is, by its terms, convertible into or exchangeable for any other property or securities of the Company, and neither series have voting rights. The Class A and B preferred stock are both subject to mandatory redemption on the earlier of July 1, 2012, or a change of control. As such, the Company’s preferred stock is classified as mandatorily redeemable preferred stock (a liability) in the accompanying balance sheets and dividends are recorded as interest expense in the accompanying statements of operations.

With respect to dividend distributions and upon liquidation of the corporation, Class B preferred stock ranks senior to all other classes of stock, followed by Class A preferred stock, and lastly, common stock.

F-16

Notes to Financial Statements—(Continued)

The liquidation preference of the Class A preferred stock is subject to adjustment as follows:

•

If a new collective bargaining agreement between the Company and its pilots had not been ratified by or before January 1, 2008, the liquidation value of the Class A preferred stock would be reduced by $22.5 million and any accrued and unpaid dividends corresponding to the liquidation value reduction would be eliminated. Additionally, pursuant to the terms of a Put and Escrow Agreement among the Company and its major shareholders dated July 13, 2006, if this liquidation value adjustment was triggered, the 25,000 shares of Class A preferred stock owned by Indigo must be returned to the Company, whereupon such shares were to be cancelled and any accrued and unpaid dividends corresponding to such cancelled shares were to be eliminated.

•

If, as of December 31, 2009, the net cost to the Company related to the return of MD-80 aircraft, over the period from January 1, 2006 through December 31, 2009, exceeded a target threshold of $20.7 million, the liquidation value of the Class A preferred stock would be reduced by the amount of such excess (and accrued and unpaid dividends corresponding to such reduction amount would be eliminated), subject to a maximum reduction of $30.0 million.

•

The liquidation value of the Class A preferred stock would be reduced by the amount equal to the aggregate principal amount of additional Tranche B notes purchased by Indigo after July 13, 2006 (see Note 11).

The following table represents the distribution of ownership of the Class A preferred stock as of December 31, 2006, prior to any liquidation value adjustment events:


	Class A Preferred Stock as of December 31, 2006
	Outstanding Shares		% of Shares Owned			Liquidation Value per Share		Liquidation Value *
	(in thousands except share and per share amounts)
Oaktree		100,000		80.00	%	$	1,000	$	100,000
Indigo		25,000		20.00			1,000		25,000

Total Class A preferred stock		125,000		100.00	%			$	125,000

*	Liquidation value does not include accrued and unpaid dividends.

As of January 1, 2008, there was no new collective bargaining agreement with the Company’s pilots. Accordingly, Indigo returned all 25,000 shares of its Class A preferred stock, which were then cancelled by the Company along with any accrued and unpaid dividends thereon. After giving effect to this cancellation, the liquidation value of the remaining 100,000 outstanding shares of Class A preferred stock was reduced by an aggregate $22.5 million, or from $1,000 to $775 per share, and accrued and unpaid dividends corresponding to the liquidation value reduction were eliminated. The Company recognized as debt extinguishment a net gain of $50.7 million, effective January 1, 2008, on the cancellation of shares and liquidation value adjustment, including the elimination of $3.6 million of corresponding accrued and unpaid dividends. After January 1, 2008, all Class A preferred stock is held by Oaktree. The following tables illustrate the execution of the Put and Escrow Agreement and liquidation value adjustment of the remaining Class A preferred stock triggered by not having a collective bargaining agreement as of January 1, 2008:


	Execution of Put and Escrow Agreement
	Transfer of Indigo Class A Preferred Stock to Spirit			Outstanding Shares		Liquidation Value per Share		Liquidation Value *
	(in thousands except share and per share amounts)
Oaktree		—			100,000	$	1,000	$	100,000
Indigo		(25,000	)		—		N/A		—

Total Class A preferred stock		(25,000	)		100,000			$	100,000

F-17

Notes to Financial Statements—(Continued)

*	Liquidation value does not include accrued and unpaid dividends.


	$22.5 Million Liquidation Value Adjustment
	Outstanding Shares		Liquidation Value Prior to Adjustment		Liquidation Value Adjustment			Liquidation Value per Share After Adjustment		Liquidation Value as of January 1, 2008 *
	(in thousands except share and per share amounts)
Oaktree		100,000	$	100,000	$	(22,500	)	$	775	$	77,500
Indigo		—		—		—			—		—

Total Class A preferred stock		100,000	$	100,000	$	(22,500	)			$	77,500

*	Liquidation value does not include accrued and unpaid dividends.

On December 28, 2008, Indigo purchased an additional $2.7 million of Tranche B notes and triggered a liquidation value adjustment. Accordingly, the Company recognized as debt extinguishment a net gain of $3.0 million, effective December 28, 2008, on the liquidation value adjustment, including the elimination of $0.3 million of corresponding accrued and unpaid dividends. The following table illustrates the liquidation adjustment as triggered by the additional Tranche B notes purchased:


	$2.7 Million Liquidation Value Adjustment
	Outstanding Shares		Liquidation Value Prior to Adjustment		Liquidation Value Adjustment			Liquidation Value per Share After Adjustment		Liquidation Value as of December 31, 2008 *
	(in thousands except share and per share amounts)
Oaktree		100,000	$	77,500	$	(2,679	)	$	748	$	74,821
Indigo		—		—		—			—		—

Total Class A preferred stock		100,000	$	77,500	$	(2,679	)			$	74,821

*	Liquidation value does not include accrued and unpaid dividends.

As of December 31, 2009, the net cost related to the disposal of MD-80 aircraft exceeded the $20.7 million target threshold by $16.7 million and as a result triggered a liquidation value adjustment, which resulted in a debt extinguishment gain of $19.7 million on December 31, 2009, including the elimination of $3.1 million of accrued and unpaid dividends. The following table illustrates the liquidation adjustment as triggered by the excess of MD-80 charges over the target:


	$16.7 Million Liquidation Value Adjustment
	Outstanding Shares		Liquidation Value Prior to Adjustment		Liquidation Value Adjustment			Liquidation Value per Share After Adjustment		Liquidation Value as of December 31, 2009 *
	(in thousands except share and per share amounts)
Oaktree		100,000	$	74,821	$	(16,664	)	$	582	$	58,157
Indigo		—		—		—			—		—

Total Class A preferred stock		100,000	$	74,821	$	(16,664	)			$	58,157

*	Liquidation value does not include accrued and unpaid dividends.

As of December 31, 2010, accrued and unpaid dividends for the Class A and Class B preferred stock totaled $14.5 million and $4.2 million, respectively. The maximum amount the Company could be required to pay to

F-18

Notes to Financial Statements—(Continued)

redeem the Class A and Class B preferred stock as of the mandatory redemption date of July 1, 2012, is estimated to be $78.6 million and $9.2 million, respectively.

In 2008, 2009, and 2010, Class A preferred stock accrued dividends of $4.3 million or $42.58 per share, $4.3 million or $43.10 per share, and $3.5 million or $35.21 per share, respectively, while the Class B preferred stock accrued dividends of $0.8 million or $273.80 per share, $0.9 million or $322.60 per share, and $1.1 million or $381.04 per share, respectively.

9. Stock-Based Compensation

The Company has a stock plan under which directors, officers, key employees, and consultants of the Company may be granted restricted stock awards or stock options as a means of promoting the Company’s long-term growth and profitability. The plan is intended to encourage participants to contribute to and participate in the success of the Company.

As of December 31, 2009 and 2010, the plan provided for aggregate awards up to 2,500,000 shares of Class B Common Stock (or stock equivalents). The Company had 1,848,897 and 2,327,875 shares outstanding under the plan (including shares reserved for issuance upon the exercise of stock options), of which 987,875 and 1,334,000 were fully vested at December 31, 2009 and 2010, respectively. The plan terminates in 2015 but may be terminated in advance at the discretion of the Board of Directors.

Restricted stock awards are valued at the fair value of the shares on the date of grant if vesting is based on a service or a performance condition. Granted shares vest 25% per year on each anniversary of issuance. Compensation expense is recognized on a straight-line basis over the requisite service period.

Stock option awards are granted with an exercise price equal to the fair market value of the Company’s common stock at the date of grant and vest based on four years of continuous service and have 10-year contractual terms. The fair value of each stock option award is estimated on the date of grant using the Black-Scholes model. For option grants during 2010, the Company’s weighted average assumptions for expected volatility, dividends, term, and risk-free interest rate were 51.6%, 0%, 6.25 years and 2.12%, respectively. Expected volatilities are based on the historical volatility of a group of peer entities within the same industry. The expected term of options is based upon the simplified method, which represents the average of the vesting term and the contractual term. The risk-free interest rate is based on U.S. Treasury yields for securities with terms approximating the expected term of the option. There were no grants of option awards prior to 2010.

The fair value of the Company’s common stock was estimated using a discounted cash flow analysis and market multiples, based on management’s estimates of revenue, driven by assumed market growth rates, and estimated costs as well as appropriate discount rates. These estimates are consistent with the plans and estimates management uses to manage the Company’s business. Share-based compensation cost included in operating expenses in the accompanying statements of operations amounted to $6,000, $113,000 and $569,000 for 2008, 2009 and 2010, respectively.

F-19

Notes to Financial Statements—(Continued)

A summary of share option activity under the plan as of, and changes during 2010 is presented below:


	Number of Shares		Weighted- Average Exercise Price ($)		Average Remaining Contractual Term (Years)		Aggregate Intrinsic Value ($000)
Outstanding at January 1, 2010		—		—
Granted		510,500		7.86
Exercised		—
Forfeited or expired		41,500		7.80

Outstanding at December 31, 2010		469,000		7.87		9.3		910

Exercisable at December 31, 2010		48,750		7.80		9.0		98
Vested or Expected to Vest at December 31, 2010		422,773		7.87		9.3		821

The weighted-average fair value of option awards granted during 2010 was $4.06 per share.

A summary of the status of the Company’s restricted stock awards as of December 31, 2010, and changes during 2009 and 2010 is presented below:


	Shares			Weighted-Average Grant Date Fair Value
Outstanding at December 31, 2008		597,513		$	0.04
Granted		503,897			1.10
Vested		(222,213	)		0.27
Forfeited		(18,175	)		0.04

Outstanding at December 31, 2009		861,022			0.59
Granted		65,353			6.39
Vested		(297,750	)		0.82
Forfeited		(55,375	)		0.85

Outstanding at December 31, 2010		573,250		$	1.12

The weighted-average fair value of restricted stock awards granted during 2008, 2009 and 2010, was $0.04 per share, $1.10 per share and $6.39 per share, respectively.

As of December 31, 2010, there was $2.0 million of total unrecognized compensation cost related to nonvested shares granted under the plan expected to be recognized over a weighted-average period of 2.0 years. The total fair value of shares vested during 2008, 2009 and 2010, was $0 million, $0.2 million and $2.2 million, respectively.

F-20

Notes to Financial Statements—(Continued)

10. Net Income per Share

The following table sets forth the computation of basic and diluted earnings per common share:


	Year ended December 31,
	2008		2009		2010
Numerator		(in thousands, except for share and per share amounts)
Net income	$	33,259	$	83,693	$	72,481

Denominator
Weighted-average shares outstanding, basic		25,780,070		25,910,766		26,183,772
Effect of dilutive nonvested stock awards		99,790		404,355		506,083

Adjusted weighted-average shares outstanding, diluted		25,879,860		26,315,121		26,689,855

Basic earnings (loss) per common share	$	1.29	$	3.23	$	2.77
Diluted earnings per common share		1.29		3.18		2.72

At December 31, 2008, 2009 and 2010, there were no nonvested stock awards that were anti-dilutive.

11. Related-Party Debt and Transactions

As of December 31, 2009 and 2010, the following amounts were due to related parties:


	As of December 31,
	2009		2010
	(in thousands)
Tranche A notes payable bearing interest at 17% due April 30, 2012, except for $20.0 million of Tranche A notes which are due December 30, 2011. Secured*. Accrued interest at December 31, 2009 and 2010, was $0 and $0, respectively	$	117,402	$	137,360
Tranche B notes payable bearing interest at 17% due April 30, 2012. Secured*. Accrued interest at December 31, 2009 and 2010, was $0 and $0, respectively		109,624		128,261

Total due to related parties	$	227,026	$	265,621

*	Secured by accounts receivable, inventory, property and equipment, not including airframes or engines.

All Tranche A and B notes are held by Indigo and Oaktree. Interest on these notes is not paid in cash but accrues on a periodic basis on both the Tranche A and Tranche B notes at a rate of 17% per annum, compounded annually on December 31. All Tranche A and Tranche B notes are due April 30, 2012 except for $20.0 million of Tranche A Notes that are due December 30, 2011.

Tranche A and B notes and approximately $3.2 million of other secured notes due to unrelated parties have a first-priority security interest in substantially all assets of the company (the “Security Package”). Certain other secured notes held by unrelated parties, aggregating approximately $12.0 million in principal amount, have a second-priority security interest in the Security Package. Pursuant to intercreditor and other security agreements, the holders of Tranche A and B notes, and of the $3.2 million of other secured notes, have agreed to:

•

Permit a first-priority interest in the Security Package to the payee of reimbursement obligations under the LC described in Note 5,

•

Restrict their right to receive repayment of principal and, except for the $3.2 million of secured notes, current payment of interest on the obligations owed to them prior to the full discharge of, the Company’s reimbursement obligations under the LC.

F-21

Notes to Financial Statements—(Continued)

Pursuant to the terms of the securities purchase agreement covering the Tranche A and Tranche B notes, if the Company’s unrestricted cash balance falls below a stated level, Indigo may elect to require the Tranche B holders to purchase, on a pro rata basis, up to $16.8 million in additional Tranche B notes. During 2009, unrestricted cash was above the minimum stated level. However in 2008, the level of unrestricted cash fell below the stated level, and the Tranche B holders amended the securities purchase agreement to provide for the full amount of the $16.8 million as follows:

•

The Tranche B holders funded $5.0 million in cash in exchange for additional Tranche B notes, and

•

The Tranche B holders provided a guarantee of up to $11.8 million in favor of an investment banking firm in connection with the renewal in December 2008 of the letter of credit facility that serves to reduce the cash collateral the Company is required to maintain with credit card processors. The Company is obligated to pay to the guarantors a commitment fee on the amount of this guarantee, at a rate of 17% per annum, which becomes due upon the expiration of the LC on April 30, 2011.

The Company’s principal stockholders provided certain consulting services to the Company for a management fee of $0.8 million in each of 2008, 2009 and 2010. In addition, in 2009, the Company reimbursed one of its stockholders for $0.7 million of professional expenses incurred in connection with strategic projects involving the Company. These fees are recorded in “other operating expenses” in the accompanying statements of operations.

12. Debt and Other Obligations

As of December 31, 2009 and 2010, the following notes were due to unrelated parties:


	As of December 31,
	2009		2010
	(in thousands)
Notes payable bearing interest at 8.75% per annum due April 30, 2012. Unsecured. Accrued interest at December 31, 2009 and 2010 of $38 and $38, respectively.	$	5,056	$	5,056
Notes payable bearing interest at 8.70% to 19.00% per annum due April 30, 2012, except for $1.8 million of notes that become due and payable upon the termination of our letter of credit facility on April 30, 2011. Secured*. Accrued interest at December 31, 2009 and 2010 of $55 and $55, respectively.		5,492		5,492
Notes payable bearing interest at Prime plus 0.95% to 1.75% (4.20% to 5.00% at December 31, 2009 and 2010) due April 30, 2012, except for $1.4 million of notes that become due and payable upon the termination of our letter of credit facility on April 30, 2011. Secured*. Accrued interest at December 31, 2009 and 2010 of $19, and $19, respectively.		4,658		4,658

Total due to unrelated parties	$	15,206	$	15,206

*	Secured by accounts receivable, inventory, property, and equipment, not including airframes or engines.

As described in Note 5, an investment banking firm provided an LC in favor of one of the Company’s credit card processors, which served to reduce the amount of cash collateral that would otherwise be required to be maintained. In 2009, the LC was renewed for a year, and in 2010 the LC was extended until April 30, 2011. As of December 31, 2010, the amount of the LC was $15.0 million. Interest of 17% is to be paid monthly in cash based on the amount of the LC, which is reduced by $2.0 million monthly after March 1, 2011, until expiration of the LC on April 30, 2011.

F-22

Notes to Financial Statements—(Continued)

The Company has a line of credit for $3.6 million related to corporate credit cards, of which the Company had drawn $2.5 million as of December 31, 2010. The Company’s line of credit corporate credit card agreement, which expired on December 31, 2010, was extended through March 31, 2011. The Company has a line of credit of $1.0 million related to the counterparty to its jet fuel derivatives and had not drawn against it as of December 31, 2010. The Company is required to post collateral for any excess above the $1.0 million line of credit if the derivatives are in a net liability position.

Annual maturities of long-term debt obligations, related-party notes payable, and mandatorily redeemable preferred stock are as follows (in thousands):


Year ended December 31,
2011	$	23,240
2012		337,304
2013		—

Total debt obligations		360,544
Less current maturities		(23,240	)

Long-term maturities	$	337,304

13. Leases and Prepaid Aircraft Maintenance to Lessors

The Company leases various types of equipment and property, primarily aircraft and airport facilities under leases, which expire in various years through 2032. Lease terms are generally 12 years for aircraft and up to 24 years for other leased equipment and property.

Total rental expense for all leases charged to operations in 2008, 2009, and 2010 was $124.9 million, $110.1 million, and $122.7 million, respectively. Total rental expense charged to operations for aircraft and engine operating leases for the years ended December 31, 2008, 2009, and 2010 was $105.6 million, $90.0 million, and $101.3 million, respectively.

Maintenance deposits paid to aircraft lessors as collateral in advance of the performance of major maintenance activities are recorded as prepaid maintenance deposits and reimbursed when the underlying maintenance is performed. As of December 31, 2009 and 2010, the Company had prepaid aircraft maintenance to lessors of $91.3 million and $116.9 million, respectively, on its balance sheets. Substantially all of these deposits are calculated based on a utilization measure, such as flight hours or cycles, and are used solely to collateralize the lessor for maintenance time run off the aircraft until the completion of the maintenance of the aircraft. Upon completion of the maintenance event, the Company is reimbursed by the lessor for the lesser of (1) the available maintenance deposit held by the lessor associated with the specific maintenance event or (2) the qualifying costs related to the specific maintenance event. Amounts on deposit expected to be recovered from lessors are reflected as prepaid aircraft maintenance to lessors in the accompanying balance sheets. At lease inception and at each balance sheet date, the Company assesses the recoverability of maintenance deposits. When the Company determines that it is probable it will not recover amounts on deposit with a lessor, such amounts are expensed as additional aircraft rent (supplemental rent). Our master lease agreements provide that most maintenance deposits held by the lessor at the expiration of the lease are nonrefundable to the Company and will be retained by the lessor. Maintenance deposits retained by the lessor at the expiration of the lease are accounted for as contingent rents (for usage-based deposits) which we accrue when it becomes probable the maintenance deposits will not be recovered. We make certain assumptions at the inception of the lease and at each balance sheet date to determine the recoverability of maintenance deposits. These assumptions are based on various factors such as the estimated time between the maintenance events, the date the aircraft is due to be returned to the lessor and the number of flight hours the aircraft is estimated to be utilized before it is returned to the lessor. The Company expensed $0.2 million, $0.2 million, and $0 million as supplemental rent during 2008, 2009, and 2010, respectively.

F-23

Notes to Financial Statements—(Continued)

At December 31, 2010, the Company had its entire fleet of 32 aircraft and five spare engines financed under operating leases with lease term expiration dates ranging from 2016 to 2022. Four of the leased aircraft have variable rent payments, which fluctuate based on changes in LIBOR (London Interbank Offered Rate). The Company has the option to renew 17 of the leases for three-year periods with contractual notice required in the 10th year. Seven of the aircraft leases and all of the engine leases were the result of sale-lease-back transactions. Deferred gains from sale-lease-back transactions are amortized over the term of the lease. The costs of returning aircraft to lessors, or lease return conditions, are accounted for in a manner similar to the accounting for contingent rent. These costs are recognized over the remaining life of the lease as aircraft hours accumulate, beginning from the time when the Company determines it is probable such costs will be incurred and can generally be estimated. Such estimated costs exclude the costs of maintenance events that are covered by reserves on deposit with the relevant lessor, or routine maintenance costs that are recorded in maintenance expense.

Future minimum lease payments under noncancelable operating leases with initial or remaining terms in excess of one year at December 31, 2010 were as follows:


	Operating Leases
As of December 31,	Aircraft and Spare Engine Leases		Property Facility Leases		Total Operating Leases
	(in thousands)
2011	$	118,800	$	5,823	$	124,623
2012		120,533		5,698		126,231
2013		120,614		5,071		125,685
2014		120,637		2,996		123,633
2015		121,021		1,234		122,255
2016 and thereafter		359,086		11,274		370,360

Total minimum lease payments	$	960,691	$	32,096	$	992,787

As a result of a reassessment of our lease accounting policy during 2010, we have concluded that 17 of our aircraft leases, which we previously presumed to have 15-year lease terms, have 12-year lease terms. The financial statement effect of the shorter lease term is not material to any period and has been corrected in our 2010 financial statements through an immaterial cumulative catch-up adjustment.

14. Financial Instruments and Risk Management

As part of the Company’s risk management program, the Company from time to time uses a variety of financial instruments, primarily costless collar contracts, to reduce its exposure to fluctuations in the price of jet fuel. The Company does not hold or issue derivative financial instruments for trading purposes.

The Company is exposed to credit losses in the event of nonperformance by counterparties to these financial instruments. The Company periodically reviews and seeks to mitigate exposure to the counterparty’s financial deterioration and nonperformance by monitoring the absolute exposure levels, the counterparty’s credit rating, and the counterparty’s historical performance relating to hedge transactions. The credit exposure related to these financial instruments is limited to the fair value of contracts in a net receivable position at the reporting date. The Company also maintains security agreements that require the Company to post collateral if the value of selected instruments falls below specified mark-to-market thresholds. To mitigate this requirement, the Company ratably builds its hedge portfolio to targeted levels to avoid excess exposure to specific market conditions.

The Company records financial derivative instruments at fair value, which includes an evaluation of the counterparty’s credit risk. Fair value of the instruments is determined using standard option valuation models.

F-24

Notes to Financial Statements—(Continued)

Management chose not to elect hedge accounting on any of the derivative instruments purchased through the end of 2008, 2009, and 2010 and, as a result, changes in the fair value of these fuel hedge contracts are recorded each period in aircraft fuel expense.

The following table summarizes the components of aircraft fuel expense for the years ended December 31, 2008, 2009 and 2010:


	Year Ended December 31,
	2008			2009			2010
	(in millions)
Into-plane fuel cost	$	359.1		$	181.8		$	251.7
Changes in value and settlements of fuel hedge contracts		(60.0	)		(0.7	)		(3.5	)

Aircraft fuel expense	$	299.1		$	181.1		$	248.2

During 2008, $60.0 million of net fuel derivative gains were recognized consisting of realized gains of $69.9 million offset by the reversal of prior-period unrealized mark-to-market gains of $9.9 million. During 2009, $0.7 million of net fuel derivative gains were recognized consisting of settlement losses of $0.7 million offset by unrealized mark-to-market gains of $1.4 million. During 2010, $3.5 million of net fuel derivative gains were recognized consisting of realized gains of $1.4 million and unrealized mark-to-market gains of $2.1 million. All realized gains and losses are reflected in the statements of cash flows in cash flow from operating activities.

All derivatives held were based on either NYMEX heating oil, NYMEX WTI crude oil, or U.S. Gulf Coast jet fuel as the underlying commodity. As of December 31, 2010, the Company had agreements in place to protect 11,800,000 gallons or approximately 9.53% of its 2011 anticipated fuel consumption at a weighted-average ceiling and floor price of $2.30 and $2.13 per gallon, respectively.

15. Defined Contribution 401(k) Plan

The Company sponsors two defined contribution 401(k) plans, Spirit Airlines, Inc. Employee Retirement Savings Plan (first plan) and Spirit Airlines, Inc. Pilots’ Retirement Savings Plan (second plan). The first plan was adopted on February 1, 1994. Essentially, all employees that are not covered by the pilots’ collective bargaining agreement, who have at least one year of service, have worked at least 1,000 hours during the year, and have attained the age of 21 may participate in this plan. The Company may make a Qualified Discretionary Contribution, as defined in the plan, or provide matching contributions to this plan. Effective July 1, 2007, the Company amended this plan to change the service requirement to 60 days and provided for matching contribution to the plan at 50% of the employee’s contribution, up to 6% of the employee’s annual compensation.

The second plan is for the Company’s pilots, and contained the same service requirements as the first plan and was amended effective July 1, 2007, to change the service requirements to 60 days and having attained the age of 21. The Company matches 100% of the pilot’s contribution, up to 8% of the individual pilot’s annual compensation.

Matching contributions made to both plans were $3.8 million, $3.9 million and $4.8 million in 2008, 2009 and 2010, respectively.

F-25

Notes to Financial Statements—(Continued)

16. Income Taxes

Significant components of the provision for income taxes from continuing operations are as follows:


	For the Years Ended December 31,
	2008			2009		2010
	(in thousands)
Current:
Federal	$	(69	)	$	1,100	$	258
State and local		142			118		68
Foreign		315			315		189

Total current expense		388			1,533		515
Deferred:
Federal		—			—		(48,934	)
State and local		—			—		(3,877	)

Total deferred expense		—			—		(52,811	)

Total income tax expense (benefit)	$	388		$	1,533	$	(52,296	)

The reconciliation of income tax expense computed at the federal statutory tax rates to income tax expense from continuing operations is as follows:


	For the Years Ended December 31,
	2008			2009			2010
	(in thousands)
Expected provision at federal statutory tax rate	$	11,777		$	29,830		$	7,062
State tax expense, net of federal benefit		(229	)		1,220			413
Interest and dividend on preferred stock		(17,022	)		(5,015	)		1,612
Change in valuation allowance		5,017			(22,814	)		(65,248	)
Meals and entertainment		308			273			315
Fines and penalties		312			135			9
Federal credits		(140	)		—			(156	)
Adjustment to deferred tax assets and liabilities		(14	)		(2,472	)		3,486
Other		379			376			211

Total income tax expense	$	388		$	1,533		$	(52,296	)

F-26

Notes to Financial Statements—(Continued)

Deferred taxes are recorded based on differences between the financial statement basis and tax basis of assets and liabilities and available tax loss and credit carryforwards. At December 31, 2009 and 2010, deferred taxes consisted of the following:


	December 31,
	2009			2010
	(in thousands)
Deferred tax assets:
Net operating loss	$	52,113		$	41,228
Property, plant, and equipment		—			—
Deferred gain		4,797			4,163
Deferred revenue		4,059			6,628
Federal tax credits		1,050			1,310
Nondeductible accruals		7,093			6,682
Other		201			275

Gross deferred tax assets		69,313			60,286
Valuation allowance		(65,248	)		—

Deferred tax assets, net		4,065			60,286

Deferred tax liabilities:
Capitalized interest		(1,096	)		(1,735	)
Fuel hedging		(534	)		(1,430	)
Accrued engine maintenance		(1,560	)		(1,296	)
Property, plant, and equipment		(875	)		(3,014	)

Gross deferred tax liabilities		(4,065	)		(7,475	)

Net deferred tax assets	$	—		$	52,811

Deferred taxes included within:
Assets:
Other current assets	$	—		$	51,492
Other long-term assets		53			1,319
Liabilities:
Other current liabilities		(53	)		—
Other long-term liabilities		—			—

The Company accounts for income taxes using the liability method. In assessing the realizability of the deferred tax assets, management considered whether it is more likely than not that some or all of the deferred tax assets would be realized. In evaluating the Company’s ability to utilize its deferred tax assets, it considered all available evidence, both positive and negative, in determining future taxable income on a jurisdiction by jurisdiction basis.

At December 31, 2010, the Company had net operating loss carryforwards for federal income tax purposes of $112.1 million, which begin to expire in 2023. In addition, the Company had state net operating loss carryforwards of approximately $41.9 million which could be used to offset future state taxable income.

The Company had a valuation allowance of $65.2 million as of December 31, 2009, because it had been unable to demonstrate that its deferred tax assets would be utilized against future earnings. The net change in the total valuation allowance for 2009 was a decrease of $22.8 million.

Because of the expectation of future taxable income, the availability of reversing deferred tax liabilities, and the achievement of sustained profitability, management has determined that all of the Company’s deferred tax

F-27

Notes to Financial Statements—(Continued)

assets as of December 31, 2010, will be realized in taxable years after 2010. As a result of this determination, the Company released its valuation allowance, resulting in a $52.8 million deferred tax benefit during 2010.

On February 20, 2004, the Company experienced an ownership change, as defined under Section 382 of the Internal Revenue Code, which creates an annual limitation on the Company’s ability to utilize net operating losses generated prior to the ownership change. Subsequent ownership changes could create additional annual limitations on the amount of the carryforwards that can be utilized. The Company had approximately $10 million of net operating losses generated prior to the ownership change. As of December 31, 2010, the Company determined that it was appropriate to write off $3.5 million of deferred tax assets that were fully valued as of December 31, 2010, and corresponding allowance pertaining to the Section 382 limited net operating loss, since such amount will not be permissible under current law to offset future income.

In 2009, the Company adopted FASB issued Interpretation No. 48, which clarifies the accounting for uncertainty in income taxes recognized in an entity’s financial statements in accordance with ASC 740, and prescribes a recognition threshold and measurement attributes for financial statement disclosure of income tax positions taken or expected to be taken on a tax return. Effective January 1, 2009, the Company adopted the provisions of this Interpretation and there was no material effect on the financial statements. The Company accrues interest related to unrecognized tax benefits in its provision for income taxes and any associated penalties are recorded in selling, general, and administrative expenses.

As of December 31, 2010, there were no ongoing audits of the Company’s income tax returns by any taxing authority. In general, as the Company historically generated net operating losses, all tax years are subject to an examination in the United States, the Company’s most significant taxing jurisdiction.

17. Commitments and Contingencies

Aircraft-Related Commitments and Financing Arrangements

The Company’s contractual purchase commitments consist primarily of aircraft and engine acquisitions through manufacturers and aircraft leasing companies. As of December 31, 2010, firm aircraft orders with Airbus consisted of 13 Airbus A319 aircraft (which can be converted to A320 aircraft), 20 A320 aircraft, and six spare V2500 IAE International Aero Engines AG engines. Aircraft are scheduled for delivery in the period of 2011 through 2015, and spare engines are scheduled for delivery in the period 2011 through 2018. Committed expenditures for these aircraft and related flight equipment, including estimated amounts for contractual price escalations and pre-delivery payments, will be approximately $117 million in 2011, $313 million in 2012, $322 million in 2013, $301 million in 2014, $354 million in 2015 and $19 million in 2016 and beyond.

The Company has also committed to lease three new A320 aircraft from two independent leasing companies, all of which are to be delivered during the first quarter of 2011. These lease commitments are included in the schedule of future minimum lease payments under noncancelable operating leases in Note 13.

Litigation

The Company is party to legal proceedings and claims that arise during the ordinary course of business. The Company believes the ultimate outcome of these matters will not have a material adverse effect on the Company’s financial position, results of operations, or cash flows.

Credit Card Processing Arrangements

The Company has agreements with organizations that process credit card transactions arising from purchasing air travel, baggage fees, and other ancillary services by customers. Each agreement with a credit card processor allows the processor to retain (holdback) cash as collateral related to future travel that such processor

F-28

Notes to Financial Statements—(Continued)

otherwise would remit. Holdbacks consist of advance ticket sales purchased with credit cards and are classified as restricted cash in the accompanying balance sheets. Once the customer travels, any related holdback is remitted. On May 22, 2009, the Company terminated its VISA and MasterCard processing agreement, effective June 30, 2009, and concurrently signed a new processing agreement with a different processor effective July 1, 2009, with an initial term of two years and an automatic annual renewal unless notice to terminate is provided by either party 90 days prior to renewal.

Employees

Approximately 50% of the Company’s employees are covered under collective bargaining agreements. The collective bargaining agreement between the Company and the Company’s pilots, as represented by the Air Line Pilots Association International, represents 20% of the Company’s employees and became amendable on January 31, 2007. On May 14, 2010, the NMB released the Company and the pilots’ union from mandatory supervised mediation, which release commenced a 30-day “cooling off” period as provided in the Railway Labor Act.

Early on June 12, 2010, following several negotiation sessions with the pilots’ union during the cooling off period that did not result in reaching agreement, the pilots declared a strike, and the Company ceased all flight operations. The parties reconvened in negotiations on June 15, 2010 and were able to reach a tentative agreement on June 16, 2010, which was ratified on July 23, 2010 and executed on August 1, 2010.

The collective bargaining agreement between the Company and the Company’s flight attendants, as represented by the Association of Flight Attendants AFL-CIO, represents approximately 29% of the Company’s employees and became amendable on August 6, 2007. The Company and the union are currently in negotiations to reach a new collective bargaining agreement. The Company’s dispatchers, which represent approximately 1% of the Company’s employees, ratified a five-year contract in July 2007.

The Company is self-insured for health care claims for eligible participating employee and qualified dependent medical claims, subject to deductibles and limitations. The Company’s liabilities for claims incurred but not reported are determined based on an estimate of the ultimate aggregate liability for claims incurred. The estimate is calculated from actual claim rates and reviewed and adjusted periodically as necessary. The Company has accrued $1.9 million, $1.6 million and $2.1 million for health care claims as of December 31, 2008, 2009, 2010, respectively.

Other

The Company is contractually obligated to pay the following minimum guaranteed payments to the provider of its reservation systems as of December 31, 2010: $2.4 million in 2011, $2.9 million in 2012, $3.5 million in 2013, $3.7 million in 2014, $3.7 million in 2015 and $9.9 million in 2016 and beyond.

18. Fair Value Measurements

Under ASC 820, Fair Value Measurements and Disclosures , disclosures are required about how fair value is determined for assets and liabilities, and a hierarchy for which these assets and liabilities must be grouped is established, based on significant levels of inputs, as follows:

Level 1 —Quoted prices in active markets for identical assets or liabilities.

Level 2 —Observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.

F-29

Notes to Financial Statements—(Continued)

Level 3 —Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.

Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Spirit utilizes several valuation techniques in order to assess the fair value of the Company’s financial assets and liabilities. The Company’s fuel derivative contracts, which primarily consist of costless collar contracts, are valued using energy and commodity market data, which is derived by combining raw inputs with quantitative models and processes to generate forward curves and volatilities.

The Company utilizes the market approach to measure fair value for its financial assets and liabilities. The market approach uses prices and other relevant information generated by market transactions involving identical or comparable assets or liabilities.

Assets and liabilities measured at fair value on a recurring basis are summarized below:


	Fair Value Measurements as of December 31, 2010
	Total		Level 1		Level 2		Level 3
	(in millions)
Cash and cash equivalents	$	82.7	$	82.7	$	—	$	—
Aircraft fuel derivatives		3.5		—		—		3.5

Total assets	$	86.2	$	82.7	$	—	$	3.5

Total Liabilities	$	—	$	—	$	—	$	—

Cash and cash equivalents at December 31, 2010 are comprised of liquid money market funds and cash. The Company maintains cash with various high-quality financial institutions.

The Company did not elect hedge accounting on any of the derivative instruments, and as a result, changes in the fair values of these fuel hedge contracts are recorded each period in fuel expense. Fair values of the instruments are determined using standard option valuation models. The Company also considers counterparty risk and its own credit risk in its determination of all estimated fair values. The Company has consistently applied these valuation techniques in all periods presented and believes it has obtained the most accurate information available for the types of derivative contracts its holds. Due to the fact that certain of the inputs utilized to determine the fair value of option contracts are unobservable (principally implied volatility), the Company has categorized these option contracts as Level 3.

The following table presents the Company’s activity for assets measured at fair value on a recurring basis using significant unobservable inputs (Level 3):


	Fuel Derivatives
	(in millions)
Balance at January 1, 2009	$	—
Total gains (losses) (realized or unrealized) included in earnings, net		0.7
Purchase and settlements, net		0.7

Balance at December 31, 2009		1.4
Total gains (losses) (realized or unrealized) included in earnings, net		3.5
Purchase and settlements, net		(1.4	)

Balance at December 31, 2010	$	3.5

F-30

Notes to Financial Statements—(Continued)

Total gains and losses during 2010 included in earnings attributable to the change in unrealized gains or losses related to assets still held at December 31, 2010, is $2.1 million. The carrying amounts and estimated fair values of the Company’s debt, related party notes payable and mandatorily redeemable preferred stock at December 31, 2010, were as follows:


	Carrying Value		Estimated Fair Value
	(in millions)
Fixed-rate debt	$	355.9	$	403.8
Variable-rate debt		4.6		5.0

Total debt	$	360.5	$	408.8

The Company’s debt is not publicly traded. Management determined the enterprise value of the Company using a discounted cash flow analysis and market multiples. The fair values of certain debt instruments were estimated under a contingent claims analysis, in which a Black-Scholes option pricing model was applied. As a corroborative measure, the implied internal rates of return resulting from the application of the Black-Scholes model were compared to the current yields of certain term and other high-yield debt instruments of selected market participants operating in the airline industry.

19. Operating Segments and Related Disclosures

The Company is managed as a single business unit that provides air transportation for passengers. Operating revenues by geographic region as defined by the Department of Transportation (DOT) area are summarized below:


	2008		2009		2010
	(in millions)
DOT—domestic	$	615.7	$	557.7	$	625.0
DOT—Latin America		171.6		142.3		156.3

Total	$	787.3	$	700.0	$	781.3

During 2008, 2009, and 2010, no revenue from any one foreign country represented greater than 4% of the Company’s total passenger revenue. The Company attributes operating revenues by geographic region based upon the origin and destination of each passenger flight segment. The Company’s tangible assets consist primarily of flight equipment, which are mobile across geographic markets and, therefore, have not been allocated.

20. Subsequent Events

During the first two months of 2010, the Company took delivery of three A320 aircraft as discussed in Note 17.

The Company has evaluated subsequent events through February 28, 2011, the date the financial statements were available to be issued.

On February 28, 2011, holders of Tranche A and Tranche B notes agreed to extend the maturity of the notes until April 30, 2012, except for $20.0 million of Tranche A Notes that will mature on December 30, 2011.

F-31

LOGO

Common Stock

LOGO

Citi

Morgan Stanley

Barclays Capital

Raymond James

Dahlman Rose & Company

Through and including , 2011 (the 25 ^th day after the date of this prospectus), all dealers effecting transactions in these securities, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to a dealer’s obligation to deliver a prospectus when acting as an underwriter and with respect to an unsold allotment or subscription.

PART II

Item 13.

Other Expenses of Issuance and Distribution

The following table sets forth the costs and expenses, other than underwriting discounts, payable in connection with the sale and distribution of the securities being registered. All amounts are estimated except the SEC registration fee and the FINRA filing fee. All the expenses below will be paid by Spirit Airlines.


Item	Amount
SEC Registration fee	$	21,390
FINRA filing fee		30,500
Initial NASDAQ Stock Market listing fee
Legal fees and expenses
Accounting fees and expenses
Printing and engraving expenses
Transfer Agent and Registrar fees
Blue Sky fees and expenses
Miscellaneous Fees and expenses

Total	$	5,000,000

Item 14.

Indemnification of Directors and Officers

Spirit Airlines, Inc. is a Delaware corporation. Section 145 of the Delaware General Corporation Law authorizes a court to award, or a corporation’s board of directors to grant, indemnity to directors and officers in terms sufficiently broad to permit such indemnification under certain circumstances for liabilities, including reimbursement for expenses incurred, arising under the Securities Act of 1933, as amended. Our amended and restated certificate of incorporation to be in effect upon the completion of this offering permits indemnification of our directors, officers and employees and other agents, in each case to the maximum extent permitted by the Delaware General Corporation Law, and our amended and restated bylaws to be in effect upon the completion of this offering provide for indemnification of our directors, officers, employees and other agents to the maximum extent permitted by the Delaware General Corporation Law. In addition, we have entered into indemnification agreements with our directors, officers and some employees containing provisions which are in some respects broader than the specific indemnification provisions contained in the Delaware General Corporation Law. The indemnification agreements may require us, among other things, to indemnify our directors against certain liabilities that may arise by reason of their status or service as directors and to advance their expenses incurred as a result of any proceeding against them as to which they could be indemnified. Reference is also made to Section 8 of the underwriting agreement to be filed as Exhibit 1.1 hereto, which provides for indemnification by the underwriter of our officers and directors against certain liabilities.

Item 15.

Recent Sales of Unregistered Securities

During the last three years, we made sales of the following unregistered securities:

(1) On December 29, 2008, we issued an aggregate of $5.0 million of additional Tranche B Notes to investment funds managed by Oaktree and investment funds managed by Indigo;

(2) Pursuant to the Recapitalization Agreement, we will issue common stock in connection with the closing of this offering in exchange for:

•

II-1

the cover page of this prospectus;

•

each share of Class B Common Stock will be exchanged for one share of common stock, provided an investment fund managed by Indigo may cause all or a portion of the shares of Class B Common Stock owned by them to be exchanged for the same number of shares of another class of capital stock, which will have the same rights as the common stock, except it will be non-voting and will have the right to convert on a share-for-share basis into common stock at the election of the holder; and

(3) We have granted equity awards for an aggregate of 1,389,750 shares of our common stock to employees and directors under our 2005 Stock Plan.

The sales of the above securities in paragraph (1) were deemed to be exempt from registration under the Securities Act in reliance upon Section 4(2) of the Securities Act and in paragraph (2) were deemed to be exempt from registration under the Securities Act in reliance upon Sections 3(a)(9) and 4(2) of the Securities Act. The sales of the above securities in paragraph (3) was deemed to be exempt from registration under the Securities Act in reliance upon Rule 701 promulgated under Section 3(b) of the Securities Act as transactions by an issuer not involving any public offering or pursuant to benefit plans and contracts relating to compensation as provided under Rule 701. The recipients of the securities in each of these transactions represented their intentions to acquire the securities for investment only and not with a view to or for sale in connection with any distribution thereof, and appropriate legends were placed upon the stock certificates issued in these transactions. All recipients had adequate access, through their relationships with us, to information about us.

There were no underwriters employed in connection with any of the transactions set forth in Item 15.

Item 16.

Exhibits and Financial Statements

See the Exhibit Index beginning on page II-5, which follows the signature pages hereof and is incorporated herein by reference.

Item 17.

Undertakings

The undersigned registrant hereby undertakes that:

(1) for purposes of determining any liability under the Securities Act, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective;

(2) for the purpose of determining any liability under the Securities Act, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof;

(3) for the purpose of determining liability of the registrant under the Securities Act to any purchaser in the initial distribution of the securities, the undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

(i) any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;

II-2

(ii) any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;

(iii) the portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and

(iv) any other communication that is an offer in the offering made by the undersigned registrant to the purchaser; and

(4) the undersigned will provide to the underwriters at the closing specified in the underwriting agreement, certificates in such denominations and registered in such names as required by the underwriters to permit prompt delivery to each purchaser.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the provisions described in Item 14, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

II-3

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, we have duly caused this Amendment No. 4 to Registration Statement on Form S-1 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Miramar, State of Florida, on the 28th day of February, 2011.


SPIRIT AIRLINES, INC.

By:		/s/ Thomas Canfield
		Thomas Canfield
		Senior Vice President and General Counsel

Pursuant to the requirements of the Securities Act of 1933, as amended, this Amendment No. 4 to Registration Statement has been signed by the following persons in the capacities indicated below on February 28, 2011.


Signature		Title

* B. Ben Baldanza		President and Chief Executive Officer (principal executive officer)

* David Lancelot		Chief Financial Officer (principal financial and accounting officer)

* William A. Franke		Director (Chairman of the Board)

* David Elkins		Director

* H. McIntyre Gardner		Director

* Robert Johnson		Director

* Barclay Jones III		Director

* Jordon Kruse		Director

* Michael Lotz		Director

* Stuart Oran		Director

* Horacio Scapparone		Director

* John Wilson		Director


By:		/s/ Thomas Canfield
		Thomas Canfield
		Attorney-in-Fact

II-4

EXHIBIT INDEX


Exhibit No.		Description of Exhibit

1.1*		Form of Underwriting Agreement

3.1		Form of Amended and Restated Certificate of Incorporation of Spirit Airlines, Inc., to be in effect upon completion of the offering

3.2		Form of Amended and Restated Bylaws of Spirit Airlines, Inc., to be in effect upon completion of the offering

4.1*		Specimen Common Stock Certificate

4.2**		Second Amended and Restated Investor Rights Agreement, dated as of July 13, 2006, among Spirit Airlines, Inc., Indigo Florida, L.P., Indigo Miramar LLC, OCM Spirit Holdings, LLC, OCM Spirit Holdings II, LLC, OCM Spirit Holdings III, LLC, OCM Spirit Holdings III-A, LLC, OCM Principal Opportunities Fund II, L.P., OCM Principal Opportunities Fund III, L.P., POF Spirit Foreign Holdings, LLC, and certain other investors

4.3**		Amendment to Second Amended and Restated Investor Rights Agreement, dated as of July 20, 2010, by and among Spirit Airlines, Inc., Indigo Florida, L.P., Indigo Miramar LLC, OCM Spirit Holdings, LLC, OCM Spirit Holdings II, LLC, OCM Spirit Holdings III, LLC, OCM Spirit Holdings III-A, LLC, OCM Principal Opportunities Fund II, L.P., OCM Principal Opportunities Fund III, L.P., POF Spirit Foreign Holdings, LLC, and certain other investors

4.4		Second Amendment to Second Amended and Restated Investor Rights Agreement, dated as of February 1, 2011, by and among Spirit Airlines, Inc., Indigo Florida, L.P., Indigo Miramar LLC, OCM Spirit Holdings, LLC, OCM Spirit Holdings II, LLC, OCM Spirit Holdings III, LLC, OCM Spirit Holdings III-A, LLC, OCM Principal Opportunities Fund II, L.P., OCM Principal Opportunities Fund III, L.P., POF Spirit Foreign Holdings, LLC, and certain other investors

5.1*		Form of Opinion of Latham & Watkins LLP

10.1†		V2500 General Terms of Sale, dated as of March 1, 2005, between Spirit Airlines, Inc. and IAE International Aero Engines AG, as supplemented by Side Letter No. 1 dated as of March 1, 2005, Side Letter No. 2 dated as of March 1, 2005, Side Letter No. 3 dated as of March 1, 2005, Side Letter No. 4 dated as of March 1, 2005, and Side Letter No. 5 dated as of April 11, 2005

10.2†		Fleet Hour Agreement, dated as of April 11, 2005, between Spirit Airlines, Inc. and IAE International Aero Engines AG, as supplemented by Side Letter No. 1 dated as of April 11, 2005, Side Letter No. 2 dated June 6, 2006, Side Letter No. 3 dated June 6, 2006, Side Letter No. 4 dated June 6, 2006, Side Letter No. 5 dated February 4, 2009 (as amended by Amendment No. 1 to Side Letter No. 5 dated March 6, 2009)

10.3†		Hosted Services Agreement, dated as of February 28, 2007, between Spirit Airlines, Inc. and Navitaire Inc., as amended by Amendment No. 1 dated as of October 23, 2007, Amendment No. 2 dated as of May 15, 2008, Amendment No. 3 dated as of November 21, 2008, Amendment No. 4 dated as of August 17, 2009 and Amendment No. 5 dated November 4, 2009

10.4†		Signatory Agreement, dated as of May 21, 2009, between Spirit Airlines, Inc. and U.S. Bank National Association, as amended by First Amendment dated January 18, 2010

10.5+**		Offer Letter, dated August 11, 2005, between Spirit Airlines, Inc. and Tony Lefebvre

10.6†		Terms and Conditions for Worldwide Acceptance of the American Express Card by Airlines, dated September 4, 1998, between Spirit Airlines, Inc. and American Express Travel Related Services Company, Inc., as amended January 1, 2003 and August 28, 2003

II-5


Exhibit No.		Description of Exhibit

10.7**		Professional Services Agreement, dated as of July 13, 2006, between Spirit Airlines, Inc. and Indigo Partners LLC

10.8		Second Amended and Restated Securities Purchase Agreement, dated as of July 13, 2006, between Spirit Airlines, Inc., Spirit Aviation Services, LLC, Indigo Florida, L.P., Indigo Miramar LLC, OCM Spirit Holdings II, LLC (a successor in interest to OCM Principal Opportunities Fund II, L.P. and OCM Principal Opportunities Fund III, L.P.) OCM Spirit Holdings III, LLC, OCM Spirit Holdings III-A, LLC, and certain other investors; as amended by First Amendment to Amended and Restated Securities Purchase Agreement dated as of December 12, 2008, and by Second Amendment to Amended and Restated Securities Purchase Agreement dated as of February 28, 2011

10.9		Form of Stockholders Voting Agreement, by and among Spirit Airlines, Inc., OCM Spirit Holdings, LLC, OCM Spirit Holdings II, LLC, OCM Spirit Holdings III, LLC, OCM Spirit Holdings III-A, LLC, OCM Principal Opportunities Fund II, L.P., OCM Principal Opportunities Fund III, L.P., POF Spirit Foreign Holdings, LLC and Indigo Florida L.P.

10.10**		Recapitalization Agreement, dated as of September 17, 2010, by and among Spirit Airlines, Inc., POF Spirit Foreign Holdings, LLC, OCM Spirit Holdings, LLC, OCM Spirit Holdings II, LLC, OCM Principal Opportunities Fund II, L.P., OCM Principal Opportunities Fund III, L.P., OCM Spirit Holdings III, LLC, OCM Spirit Holdings III-A, LLC, Highfields Capital I LP, Highfields Capital II LP; SAHC Holdings LLC, Indigo Florida L.P., Indigo Miramar LLC, Indigo Partners LLC, Jacob Schorr, Julianne B. Schorr, The David B. Schorr Trust U/T/A dated December 31, 1977, The Dina L. Schorr Trust U/T/A dated July 1, 1980, The Elliott A. Schorr Trust U/T/A dated December 31, 1977, The Raphael A. Schorr Trust U/T/A dated December 31, 1977, Taurus Investment Partners LLC, Selvin Passen, Nevada Spirit, LLC, and Mark Kahan

10.11**		Letter Agreement, dated as of December 12, 2008, made by Spirit Airlines, Inc. in favor of Indigo Pacific Partners L.P., Long Bar Miramar LLC, OCM Principal Opportunities Fund II, L.P., OCM Principal Opportunities Fund III, L.P., Highfields Capital I LP, Highfields Capital II LP, and SAHC Holdings LLC

10.12**		Form of Tax Receivable Agreement

10.13†		Lease, dated as of June 17, 1999, between Sunbeam Development Corporation and Spirit Airlines, Inc., as amended by Lease Modification and Contraction Agreement dated as of May 7, 2009

10.14**		Airline-Airport Lease and Use Agreement, dated as of August 17, 1999, between Broward County and Spirit Airlines, Inc., as supplemented by Addendum dated August 17, 1999

10.15†		Airbus A320 Family Purchase Agreement, dated as of May 5, 2004, between AVSA, S.A.R.L. and Spirit Airlines, Inc.; as amended by Amendment No. 1 dated as of December 21, 2004, Amendment No. 2 dated as of April 15, 2005, Amendment No. 3 dated as of June 30, 2005, Amendment No. 4 dated as of October 27, 2006 (as amended by Letter Agreement No. 1, dated as of October 27, 2006, to Amendment No. 4 and Letter Agreement No. 2, dated as of October 27, 2006, to Amendment No. 4), Amendment No. 5 dated as of March 5, 2007, Amendment No. 6 dated as of March 27, 2007, Amendment No. 7 dated as of June 26, 2007 (as amended by Letter Agreement No. 1, dated as of June 26, 2007, to Amendment No. 7), Amendment No. 8 dated as of February 4, 2008, Amendment No. 9 dated as of June 24, 2008 (as amended by Letter Agreement No. 1, dated as of June 24, 2008, to Amendment No. 9) and Amendment No. 10 dated July 17, 2009 (as amended by Letter Agreement No. 1, dated as of July 17, 2009, to Amendment No. 10); and as supplemented by Letter Agreement No. 1 dated as of May 5, 2004, Letter Agreement No. 2 dated as of May 5, 2004, Letter Agreement No. 3 dated as of May 5, 2004, Letter Agreement No. 4 dated as of May 5, 2004, Letter Agreement No. 5 dated as of May 5, 2004, Letter Agreement No. 6 dated as of May 5, 2004, Letter Agreement No. 7 dated as of May 5, 2004, Letter Agreement No. 8 dated as of May 5, 2004, Letter Agreement No. 9 dated as of May 5, 2004, Letter Agreement No. 10 dated as of May 5, 2004 and Letter Agreement No. 11 dated as of May 5, 2004

II-6


Exhibit No.		Description of Exhibit

10.16**+		Spirit Airlines, Inc. Executive Severance Plan

10.17**+		Amended and Restated Spirit Airlines, Inc. 2005 Stock Incentive Plan and related documents

10.18*+		Spirit Airlines, Inc. 2011 Equity Incentive Award Plan and related documents

10.19**+		Employment Agreement, dated as of January 24, 2005, between Spirit Airlines, Inc. and B. Ben Baldanza

10.20**+		Offer Letter, dated December 11, 2006, between Spirit Airlines, Inc. and David Lancelot

10.21**+		Offer Letter, dated January 27, 2005, between Spirit Airlines, Inc. and Barry Biffle

10.22**+		Offer Letter, dated September 10, 2007, between Spirit Airlines, Inc. and Thomas Canfield

10.23**+		Offer Letter, dated November 21, 2009, between Spirit Airlines, Inc. and Kenneth McKenzie

10.24**		Form of Indemnification Agreement between Spirit Airlines, Inc. and its directors and executive officers

14.1**		Form of Code of Business Conduct and Ethics

21.1**		List of subsidiaries

23.1*		Consent of Latham & Watkins LLP (included in Exhibit 5.1)

23.2		Consent of Ernst & Young LLP, independent registered public accounting firm

24.1**		Power of Attorney

24.2		Power of Attorney for Michael Lotz

*	To be filed by Amendment.

**	Previously filed.

†	Confidential treatment requested for certain portions of this Exhibit pursuant to Rule 406 under the Securities Act, which portions are omitted and filed separately with the Securities and Exchange Commission.

‡	All schedules to this Exhibit are not material and have been omitted in reliance on Item 601(b)(2) of Regulation S-K. We agree to furnish supplementally a copy of any omitted schedule to the Securities and Exchange Commission upon request.

+	Indicates a management contract or compensatory plan or arrangement.

II-7

Exhibit 3.1

FORM OF

AMENDED AND RESTATED

CERTIFICATE OF INCORPORATION

SPIRIT AIRLINES, INC.

It is hereby certified that:

1. The name of the corporation is Spirit Airlines, Inc.

2. The date of filing of its original Certificate of Incorporation with the Secretary of State of the State of Delaware was March 8, 1994.

3. This Amended and Restated Certificate of Incorporation of the Corporation has been duly adopted by the Board of Directors and stockholders of the Corporation in accordance with Sections 242 and 245 of the Delaware General Corporation Law and by the written consent of its stockholders in accordance with Section 228 of the Delaware General Corporation Law.

4. The Amended and Restated Certificate of Incorporation of the Corporation, as amended, is hereby amended and restated in its entirety to read as follows:

ARTICLE I

NAME

The name of the corporation is Spirit Airlines, Inc. (the “ Corporation ”).

ARTICLE II

REGISTERED OFFICE AND AGENT

The address of the Corporation’s registered office in the State of Delaware is 2711 Centerville Road, Suite 400, City of Wilmington 19808, County of New Castle. The name of its registered agent at such address is Corporation Service Company.

ARTICLE III

PURPOSE AND DURATION

The purpose of the Corporation is to engage in any lawful activity for which corporations may be organized under the General Corporation Law of the State of Delaware, as amended (the “ DGCL ”). The Corporation is to have a perpetual existence.

ARTICLE IV

CAPITAL STOCK

Section 1. Authorized Shares . The total number of shares of stock which the Corporation is authorized to issue is 300,000,000 shares, of which 240,000,000 shares shall be shares of Common Stock, par value $0.0001 per share (the “ Voting Common Stock ”), 50,000,000 shares shall be shares of Non-Voting Common Stock, par value $0.0001 per share (the “ Non-Voting Common Stock ”, and together with the Voting Common Stock, the “ Common Stock ”), and 10,000,000 shares shall be shares of Preferred Stock, par value $0.0001 per share (the “ Preferred Stock ”).

Section 2. Preferred Stock. Shares of Preferred Stock may be issued from time to time in one or more series, each of such series to have such terms as stated in the resolution or resolutions providing for the establishment of such series adopted by the Board of Directors of the Corporation as hereinafter provided. Authority is hereby expressly granted to the Board of Directors of the Corporation to issue, from time to time, shares of Preferred Stock in one or more series, and, in connection with the establishment of any such series by resolution or resolutions, to determine and fix such voting powers, full or limited, or no voting powers, and such other powers, designations, preferences and relative, participating, optional, and other special rights, and the qualifications, limitations, and restrictions thereof, if any, including, without limitation, dividend rights, conversion rights, redemption privileges and liquidation preferences, as shall be stated in such resolution or resolutions, all to the fullest extent permitted by the DGCL. Without limiting the generality of the foregoing, the resolution or resolutions providing for the establishment of any series of Preferred Stock may, to the extent permitted by law, provide that such series shall be superior to, rank equally with or be junior to the Preferred Stock of any other series. The powers, preferences and relative, participating, optional and other special rights of each series of Preferred Stock, and the qualifications, limitations or restrictions thereof, if any, may be different from those of any and all other series at any time outstanding. Except as otherwise expressly provided in the resolution or resolutions providing for the establishment of any series of Preferred Stock, no vote of the holders of shares of Preferred Stock or Common Stock shall be a prerequisite to the issuance of any shares of any series of the Preferred Stock authorized by and complying with the conditions of this Amended and Restated Certificate of Incorporation (the “ Certificate of Incorporation ”).

Section 3. Common Stock. The holders of shares of Common Stock shall have such rights as are set forth in the DGCL and, to the extent consistent therewith, such rights as are set forth below:

(a) Conversion . Each share of Non-Voting Common Stock shall be convertible, at the option of the holder thereof at any time and from time to time, into one fully paid and non-assessable share of Voting Common Stock. Such right shall be exercised by the surrender to the Corporation of the certificate or certificates, if any, representing the shares of Non-Voting Common Stock to be converted at any time during normal business hours at the office of the Corporation’s transfer agent (the “ Transfer Agent ”), accompanied by a written notice from the holder of such shares stating that such holder desires to convert such shares, or a stated number of the shares represented by such certificate or certificates, if any, into an equal number of shares of Voting Common Stock, and (if so required by the Transfer Agent) by instruments of transfer, in form satisfactory to the Transfer Agent, duly executed by such holder or such holder’s duly authorized attorney, and transfer tax stamps or funds therefor if required pursuant to this Section 3(a) of Article IV. To the extent permitted by law, such conversion shall be deemed to have been effected at the close of business on the date of such surrender. Subject to the last sentence of Section 3(c) of this Article IV, immediately upon conversion of shares of Non-Voting Common Stock, the rights of the holders of shares of Non-Voting Common Stock as such shall cease, and such holders shall be treated for all purposes as having become the record holder or holders of such shares of Voting Common Stock. The issuance of certificates, if any, for shares of Voting Common Stock upon conversion of shares of Non-Voting Common Stock shall be made without charge to the holders of such shares for any stamp or other similar tax in respect of such issuance; provided , however , that if any such certificate is to be issued in a name other than that of the holder of the share or shares of Non-Voting Common Stock converted, then the individual, entity or other person requesting the issuance thereof shall pay to the Corporation the amount of any tax that may be payable in respect of any transfer involved in such issuance or shall establish to the satisfaction of the Corporation that such tax has been paid or is not payable.

(b) Voting . Except as otherwise provided herein or by applicable law, the holders of Voting Common Stock shall be entitled to one vote per share on all matters to be voted on by the stockholders of the Corporation, and the holders of Non-Voting Common Stock shall have no right to vote on any matters to be voted on by the stockholders of the Corporation.

(c) Dividends . Except as may be provided in a resolution or resolutions of the Board of Directors providing for any series of Preferred Stock outstanding at any time, the holders of Voting Common Stock and the holders of Non-Voting Common Stock shall be entitled to share equally, on a per share basis, in such dividends

and other distributions of cash, property or shares of stock of the Corporation as may be declared by the Board of Directors from time to time with respect to the Common Stock out of assets or funds of the Corporation legally available therefor; provided , however , that (i) if dividends are declared or paid in shares of Common Stock, the dividends payable to holders of Voting Common Stock shall be payable in Voting Common Stock and the dividends payable to the holders of Non-Voting Common Stock shall be payable in Non-Voting Common Stock and (ii) if the dividends consist of other voting securities of the Corporation, the Corporation shall make available to each holder of Non-Voting Common Stock dividends consisting of non-voting securities (except as otherwise required by law) of the Corporation which are otherwise identical to the voting securities. Notwithstanding the foregoing, if the date on which any share of Non-Voting Common Stock is converted into Voting Common Stock pursuant to Section 3(a) of this Article IV is after the record date for the determination of the holders of Non-Voting Common Stock entitled to receive any dividend and prior to the date on which such dividend is to be paid to such holders, the holder of the Voting Common Stock issued upon the conversion of such converted share of Non-Voting Common Stock will be entitled to receive such dividend on such payment date; provided , however , that to the extent that such dividend is payable in shares of Non-Voting Common Stock, no such shares of Non-Voting Common Stock shall be issued in payment thereof and such dividend shall instead be paid by the issuance of such number of shares of Voting Common Stock into which such shares of Non-Voting Common Stock, if issued, would have been convertible on such payment date.

(d) Liquidation, Dissolution, etc . Except as may be provided in a resolution or resolutions of the Board of Directors providing for any series of Preferred Stock outstanding at any time, in the event of a voluntary or involuntary liquidation, dissolution, distribution of assets or winding up of the Corporation, the holders of Voting Common Stock and the holders of Non-Voting Common Stock shall be entitled to share equally, on a per share basis, in all assets of the Corporation of whatever kind available for distribution to the holders of Common Stock.

(e) Subdivision or Combination . If the Corporation in any manner subdivides or combines the outstanding shares of one class of Common Stock, the outstanding shares of the other class of Common Stock will be subdivided or combined in the same manner.

(f) Equal Status . Except as expressly provided in this Article IV, shares of Voting Common Stock and Non-Voting Common Stock shall have the same rights and privileges and rank equally, share ratably and be identical in all respect as to all matters. In any merger, consolidation, reorganization or other business combination, the consideration received per share by the holders of the Voting Common Stock and the holders of the Non-Voting Common Stock in such merger, consolidation, reorganization or other business combination shall be identical; provided , however , that if such consideration consists, in whole or in part, of shares of capital stock of, or other equity interests in, the Corporation or any other corporation, partnership, limited liability company or other entity, then the powers, designations, preferences and relative, common, participating, optional or other special rights and qualifications, limitations and restrictions of such shares of capital stock or other equity interests may differ to the extent that the powers, designations, preferences and relative, common, participating, optional or other special rights and qualifications, limitations and restrictions of the Voting Common Stock and Non-Voting Common Stock differ as provided herein (including, without limitation, with respect to the voting rights and conversion provisions hereof); and provided further , that, if the holders of the Voting Common Stock or the holders of the Non-Voting Common Stock are granted the right to elect to receive one of two or more alternative forms of consideration, the foregoing provision shall be deemed satisfied if holders of the other class are granted identical election rights. Any consideration to be paid to or received by holders of Voting Common Stock or holders of Non-Voting Common Stock pursuant to any employment, consulting, severance, non-competition or other similar arrangement approved by the Board of Directors, or any duly authorized committee thereof, shall not be considered to be “consideration received per share” for purposes of the foregoing provision, regardless of whether such consideration is paid in connection with, or conditioned upon the completion of, such merger, consolidation, reorganization or other business combination.

(g) No Preemptive or Subscription Rights . No holder of shares of Common Stock shall be entitled to preemptive or subscription rights.

Section 4. Power to Sell and Purchase Shares . Subject to the requirements of applicable law, the Corporation shall have the power to issue and sell all or any part of any shares of any class of stock herein or hereafter authorized to such persons, and for such consideration, as the Board of Directors shall from time to time, in its discretion, determine, whether or not greater consideration could be received upon the issue or sale of the same number of shares of another class, and as otherwise permitted by law. Subject to the requirements of applicable law, the Corporation shall have the power to purchase any shares of any class of stock herein or hereafter authorized from such persons, and for such consideration, as the Board of Directors shall from time to time, in its discretion, determine, whether or not less consideration could be paid upon the purchase of the same number of shares of another class, and as otherwise permitted by law.

ARTICLE V

RESTRICTIONS ON OWNERSHIP

Section 1. Limitations of Ownership by Non-Citizens . At no time shall either (a) the percentage of voting interest of the Corporation or (b) the percentage of the Company’s capital stock (including Voting Common Stock and Non-Voting Common Stock), owned or controlled by persons who are not “citizens of the United States” (as such term is defined in Title 49, United States Code, Section 40102 and administrative interpretations thereof issued by the Department of Transportation or its successor, or as the same may be from time to time amended, supplemented or succeeded, “Applicable Laws”) (“Non-Citizens”) exceed the limitations provided under Applicable Laws (which, as of the Effective Time and for informational purposes only, is 25% and 49%, respectively). In the event that Non-Citizens shall own (beneficially or of record) or have voting control over any shares of capital stock of the Corporation, the voting rights of such persons shall be subject to automatic suspension to the extent required to ensure that the Corporation is in compliance with applicable provisions of law and regulations relating to ownership or control of a U.S. air carrier. The Bylaws of the Corporation shall contain provisions to implement this Article V, including, without limitation, provisions restricting or prohibiting transfer of shares of voting stock to Non-Citizens and provisions restricting or removing voting rights as to shares of voting stock owned or controlled by Non-Citizens. Any determination as to ownership, control or citizenship made by the Board of Directors shall be conclusive and binding as between the Corporation and any stockholder for purposes of this Article V.

Section 2. Legend . Each certificate or other representative document for capital stock of the Corporation with voting rights (including each such certificate or representative document for such capital stock issued upon any permitted transfer of capital stock) shall contain a legend in substantially the following form:

THE SECURITIES OF SPIRIT AIRLINES, INC. REPRESENTED BY THIS CERTIFICATE OR DOCUMENT ARE SUBJECT TO VOTING RESTRICTIONS WITH RESPECT TO CERTAIN SECURITIES HELD BY PERSONS OR ENTITIES THAT FAIL TO QUALIFY AS “CITIZENS OF THE UNITED STATES” AS THE TERM IS DEFINED IN SECTION 40102(a)(15) OF SUBTITLE VII OF TITLE 49 OF THE UNITED STATES CODE, AS AMENDED, IN ANY SIMILAR LEGISLATION OF THE UNITED STATES ENACTED IN SUBSTITUTION OR REPLACEMENT THEREFOR, AND AS INTERPRETED BY THE DEPARTMENT OF TRANSPORTATION, ITS PREDECESSORS AND SUCCESSORS, FROM TIME TO TIME. SUCH VOTING RESTRICTIONS ARE CONTAINED IN THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION AND THE BYLAWS OF SPIRIT AIRLINES, INC., AS THE SAME MAY BE AMENDED OR RESTATED FROM TIME TO TIME. A COMPLETE AND CORRECT COPY OF SUCH AMENDED AND RESTATED CERTIFICATE OF INCORPORATION AND THE BYLAWS SHALL BE FURNISHED FREE OF CHARGE TO THE HOLDER OF THE SECURITIES REPRESENTED HEREBY UPON WRITTEN REQUEST TO THE SECRETARY OF SPIRIT AIRLINES, INC.

ARTICLE VI

BOARD OF DIRECTORS

Section 1. Powers of the Board . The business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors. In addition to the powers and authority expressly conferred upon them by applicable law or by this Certificate of Incorporation or the Bylaws of the Corporation, the directors are hereby empowered to exercise all such powers and do all such acts and things as may be exercised or done by the Corporation.

Section 2. Classification of the Board . Except as may be provided in a resolution or resolutions of the Board of Directors providing for any series of Preferred Stock with respect to any directors elected (or to be elected) by the holders of such series, the directors shall be divided into three classes, designated as Class I, Class II and Class III, as nearly equal in number as possible. Directors shall be assigned to each class in accordance with a resolution or resolutions adopted by the Board of Directors. At the first annual meeting of stockholders following the effectiveness of this Certificate of Incorporation (the “ Qualifying Record Date ”), the term of office of the Class I directors shall expire and Class I directors shall be elected for a full term of three years. At the second annual meeting of stockholders following the Qualifying Record Date, the term of office of the Class II directors shall expire and Class II directors shall be elected for a full term of three years. At the third annual meeting of stockholders following the Qualifying Record Date, the term of office of the Class III directors shall expire and Class III directors shall be elected for a full term of three years. At each succeeding annual meeting of stockholders, directors shall be elected for a full term of three years to succeed the directors of the class whose terms expire at such annual meeting.

Notwithstanding the foregoing provisions of this Section 2 of Article VI, each director shall serve until his successor is duly elected and qualified or until his death, resignation or removal.

Section 3. Number of Directors . Except as may be provided in a resolution or resolutions of the Board of Directors providing for any series of Preferred Stock with respect to any directors elected (or to be elected) by the holders of such series, (a) the total number of directors constituting the entire Board of Directors shall consist of not less than three (3) nor more than twelve (12) members, with the precise number of directors to be determined from time to time exclusively by a vote of a majority of the entire Board of Directors, and (b) if the number of directors is changed, any increase or decrease shall be apportioned among such classes of directors in such manner as the Board of Directors shall determine so as to maintain the number of directors in each class as nearly equal as possible, but in no case will a decrease in the number of directors shorten the term of any incumbent director. Notwithstanding anything to the contrary in this Certificate of Incorporation or the Company’s Bylaws, the number of Non-Citizens who can serve as members of the Board of Directors shall at no time exceed the limitations provided under Applicable Laws (which, as of the Effective Time and for informational purposes only, is one-third ( ¹ / ₃ ) of the total number of members then serving on the Board of Directors).

Section 4. Removal of Directors . Except as may be provided in a resolution or resolutions of the Board of Directors providing for any series of Preferred Stock with respect to any directors elected (or to be elected) by the holders of such series and except as otherwise required by applicable law, the Board of Directors or any individual director may be removed from office at any time only with cause by the affirmative vote of the holders of a majority of the voting power of all the then outstanding shares of voting stock of the Corporation entitled to vote at an election of directors (the “ Voting Stock ”).

Section 5. Vacancies . Except as may be provided in a resolution or resolutions providing for any series of Preferred Stock with respect to any directors elected (or to be elected) by the holders of such series and except as otherwise required by law, any vacancies on the Board of Directors resulting from death, resignation, disqualification, removal or other causes and any newly created directorships resulting from any increase in the number of directors shall, unless the Board of Directors determines by resolution that any such vacancies or

newly created directorships shall be filled by the stockholders, be filled only by the affirmative vote of a majority of the directors then in office, even though less than a quorum of the Board of Directors, and not by the stockholders. Any director elected in accordance with the preceding sentence shall hold office for the remainder of the full term of the director for which the vacancy was created or occurred and until such director’s successor shall have been elected and qualified.

Section 6. Bylaws . The Board of Directors is expressly authorized to make, alter or repeal Bylaws of the Corporation. Notwithstanding the foregoing, the Bylaws of the Corporation may be rescinded, altered, amended or repealed in any respect by the affirmative vote of the holders of at least sixty-six and two-thirds percent (66 ² / ₃ %) of the voting power of all the then-outstanding shares of the Voting Stock.

Section 7. Elections of Directors . Elections of directors need not be by ballot unless the Bylaws of the Corporation shall so provide.

Section 8. Officers . Except as otherwise expressly delegated by resolution of the Board of Directors, the Board of Directors shall have the exclusive power and authority to appoint and remove officers of the Corporation.

ARTICLE VII

STOCKHOLDERS

Section 1. Actions by Consent . Except as may be provided in a resolution or resolutions of the Board of Directors providing for any series of Preferred Stock, any action required or permitted to be taken by the stockholders of the Corporation must be effected only at a duly called annual or special meeting of such stockholders and may not be effected by any written consent in lieu of a meeting by such stockholders.

Section 2. Special Meetings of Stockholders . Except as may be provided in a resolution or resolutions of the Board of Directors providing for any series of Preferred Stock, special meetings of stockholders of the Corporation may be called at any time by the Chairman of the Board or by the Secretary of the Corporation upon direction of the Board pursuant to a resolution adopted by a majority of the entire Board, but such special meetings may not be called by any other person or persons.

Section 3. Meeting Location . Meetings of stockholders may be held within or without the State of Delaware, as the Bylaws of the Corporation may provide. The books of the Corporation may be kept outside the State of Delaware at such place or places as may be designated from time to time by the Board of Directors or in the Bylaws of the Corporation.

ARTICLE VIII

LIABILITY AND INDEMNIFICATION

Section 1. Director Liability . To the maximum extent permitted by the DGCL, a director of the Corporation shall not be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director. If the DGCL is amended after approval by the stockholders of this Article VIII to authorize corporate action further eliminating or limiting the personal liability of directors, then the liability of a director of the Corporation shall be eliminated or limited to the fullest extent permitted by the DGCL as so amended.

Section 2. Right to Indemnification . The Corporation may indemnify to the fullest extent permitted by law any person made or threatened to be made a party to an action or proceeding, whether criminal, civil, administrative or investigative, by reason of the fact that he, his testator or intestate is or was a director, officer, employee or agent of the Corporation or any predecessor of the Corporation, or serves or served at any other enterprise as a director, officer, employee or agent at the request of the Corporation or any predecessor to the Corporation.

Section 3. Amendment or Repeal . Neither any amendment nor repeal of this Article VIII, nor the adoption of any provision of the Corporation’s Certificate of Incorporation inconsistent with this Article VIII, shall eliminate or reduce the effect of this Article VIII in respect of any matter occurring, or any action or proceeding accruing or arising or that, but for this Article VIII, would accrue or arise, prior to such amendment, repeal or adoption of an inconsistent provision.

ARTICLE IX

SECTION 203

The Corporation elects to be governed by Section 203 of the DGCL (or any successor provision thereto).

ARTICLE X

EXCLUSIVE FORUM

The Court of Chancery of the State of Delaware shall be the sole and exclusive forum for (i) any derivative action or proceeding brought on behalf of the Corporation, (ii) any action asserting a claim of breach of a fiduciary duty owed by any director or officer of the Corporation to the Corporation or the Corporation’s stockholders, (iii) any action asserting a claim against the Corporation arising pursuant to any provision of the DGCL or this Certificate of Incorporation or the Bylaws of the Corporation, or (iv) any action asserting a claim against the Corporation governed by the internal affairs doctrine.

ARTICLE XI

AMENDMENT

Notwithstanding any other provisions of this Amended and Restated Certificate of Incorporation or any provision of law which might otherwise permit a lesser vote or no vote, but in addition to any affirmative vote of the holders of any particular class or series of the Voting Stock required by law, the Bylaws of the Corporation or this Certificate of Incorporation (or any certificate of designation hereto), the affirmative vote of the holders of at least sixty-six and two-thirds percent (66 ² / ₃ %) of the voting power of all of the then-outstanding shares of the Voting Stock, voting together as a single class, shall be required to alter, amend or repeal Articles IV, VI, VII, VIII, IX, X or XI.

ARTICLE XII

EFFECTIVE TIME

This Certificate of Incorporation shall be effective as of a.m. Eastern Daylight Time, on , 2011 (the “Effective Time”).

* * * *

IN WITNESS WHEREOF, the undersigned have executed this Amended and Restated Certificate of Incorporation on this day of , 2011.


SPIRIT AIRLINES, INC.

By:
Name:
Title:

[Signature Page to Amended and Restated Certificate of Incorporation]

Exhibit 3.2

AMENDED AND RESTATED BYLAWS OF

SPIRIT AIRLINES, INC.

(a Delaware corporation)

TABLE OF CONTENTS


		Page

ARTICLE I - CORPORATE OFFICES			1

1.1	REGISTERED OFFICE		1
1.2	OTHER OFFICES		1

ARTICLE II - MEETINGS OF STOCKHOLDERS			1

2.1	PLACE OF MEETINGS		1
2.2	ANNUAL MEETING		1
2.3	SPECIAL MEETING		1
2.4	ADVANCE NOTICE PROCEDURES FOR BUSINESS BROUGHT BEFORE A MEETING		1
2.5	ADVANCE NOTICE PROCEDURES FOR NOMINATIONS OF DIRECTORS		5
2.6	NOTICE OF STOCKHOLDERS’ MEETINGS		7
2.7	MANNER OF GIVING NOTICE; AFFIDAVIT OF NOTICE		7
2.8	QUORUM		7
2.9	ADJOURNED MEETING; NOTICE		8
2.10	CONDUCT OF BUSINESS		8
2.11	VOTING		8
2.12	STOCKHOLDER ACTION BY WRITTEN CONSENT WITHOUT A MEETING		8
2.13	RECORD DATE FOR STOCKHOLDER NOTICE; VOTING; GIVING CONSENTS		8
2.14	PROXIES		9
2.15	LIST OF STOCKHOLDERS ENTITLED TO VOTE		9
2.16	INSPECTORS OF ELECTION		9

ARTICLE III - DIRECTORS			10

3.1	POWERS		10
3.2	NUMBER OF DIRECTORS		10
3.3	ELECTION, QUALIFICATION AND TERM OF OFFICE OF DIRECTORS		10
3.4	RESIGNATION AND VACANCIES		11
3.5	PLACE OF MEETINGS; MEETINGS BY TELEPHONE		11
3.6	REGULAR MEETINGS		11
3.7	SPECIAL MEETINGS; NOTICE		11
3.8	QUORUM		11
3.9	BOARD ACTION BY WRITTEN CONSENT WITHOUT A MEETING		12
3.10	FEES AND COMPENSATION OF DIRECTORS		12
3.11	REMOVAL OF DIRECTORS		12

ARTICLE IV - COMMITTEES			12

4.1	COMMITTEES OF DIRECTORS		12
4.2	COMMITTEE MINUTES		13
4.3	MEETINGS AND ACTION OF COMMITTEES		13

ARTICLE V - OFFICERS			13

5.1	OFFICERS		13
5.2	APPOINTMENT OF OFFICERS		13
5.3	SUBORDINATE OFFICERS		13
5.4	REMOVAL AND RESIGNATION OF OFFICERS		14
5.5	VACANCIES IN OFFICES		14
5.6	REPRESENTATION OF SHARES OF OTHER CORPORATIONS		14

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TABLE OF CONTENTS

(continued)


		Page

5.7	AUTHORITY AND DUTIES OF OFFICERS		14
5.8	LIMITATIONS ON NON-CITIZENS AS OFFICERS		14

ARTICLE VI - RECORDS AND REPORTS			14

6.1	MAINTENANCE AND INSPECTION OF RECORDS		14
6.2	INSPECTION BY DIRECTORS		15

ARTICLE VII - GENERAL MATTERS			15

7.1	EXECUTION OF CORPORATE CONTRACTS AND INSTRUMENTS		15
7.2	TRANSFER AGENT AND REGISTRARS.		15
7.3	STOCK CERTIFICATES; PARTLY PAID SHARES		15
7.4	SPECIAL DESIGNATION ON CERTIFICATES		16
7.5	LOST CERTIFICATES		16
7.6	CONSTRUCTION; DEFINITIONS		16
7.7	DIVIDENDS		16
7.8	FISCAL YEAR		16
7.9	SEAL		17
7.10	TRANSFER OF STOCK		17
7.11	STOCK TRANSFER AGREEMENTS		17
7.12	REGISTERED STOCKHOLDERS		17
7.13	WAIVER OF NOTICE		17

ARTICLE VIII - NOTICE BY ELECTRONIC TRANSMISSION			18

8.1	NOTICE BY ELECTRONIC TRANSMISSION		18
8.2	DEFINITION OF ELECTRONIC TRANSMISSION		18

ARTICLE IX - INDEMNIFICATION			18

9.1	INDEMNIFICATION OF DIRECTORS AND OFFICERS.		18
9.2	INDEMNIFICATION OF OTHERS		19
9.3	PREPAYMENT OF EXPENSES		19
9.4	DETERMINATION; CLAIM		19
9.5	NON-EXCLUSIVITY OF RIGHTS		19
9.6	INSURANCE		19
9.7	OTHER INDEMNIFICATION		20
9.8	CONTINUATION OF INDEMNIFICATION		20
9.9	AMENDMENT OR REPEAL		20

ARTICLE X - LIMITATIONS OF OWNERSHIP BY NON-CITIZENS			20

10.1	DEFINITIONS		20
10.2	LIMITATIONS ON OWNERSHIP		21
10.3	FOREIGN STOCK RECORD		21
10.4	SUSPENSION OF VOTING RIGHTS		21
10.5	CERTIFICATION OF CITIZENSHIP		22

ARTICLE XI - AMENDMENTS			22

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AMENDED AND RESTATED

BYLAWS OF SPIRIT AIRLINES, INC.

ARTICLE I - CORPORATE OFFICES

1.1 REGISTERED OFFICE.

The registered office of Spirit Airlines, Inc. (the “ Corporation ”) shall be fixed in the Corporation’s Certificate of Incorporation, as the same may be amended from time to time.

1.2 OTHER OFFICES.

The Corporation’s board of directors (the “ Board ”) may at any time establish other offices at any place or places where the Corporation is qualified to do business.

ARTICLE II - MEETINGS OF STOCKHOLDERS

2.1 PLACE OF MEETINGS.

Meetings of stockholders shall be held at any place, within or outside the State of Delaware, designated by the Board. The Board may, in its sole discretion, determine that a meeting of stockholders shall not be held at any place, but may instead be held solely by means of remote communication as authorized by Section 211(a)(2) of the Delaware General Corporation Law (the “ DGCL ”). In the absence of any such designation or determination, stockholders’ meetings shall be held at the Corporation’s principal executive office.

2.2 ANNUAL MEETING.

The annual meeting of stockholders shall be held each year. The Board shall designate the date and time of the annual meeting, taking into account that the annual meeting shall be held as closely as practicable in the same month of each year so as to ensure that the terms of the office of directors shall approximate a complete year in length. At the annual meeting, directors shall be elected and other proper business properly brought before the meeting in accordance with Section 2.4 of this Article II may be transacted.

2.3 SPECIAL MEETING.

A special meeting of the stockholders may be called at any time by the Chairman of the Board or by the Secretary of the Corporation upon direction of the Board pursuant to a resolution adopted by a majority of the entire Board, but such special meetings may not be called by any other person or persons.

No business may be transacted at such special meeting other than the business specified in such notice to stockholders. Nothing contained in this paragraph of this Section 2.3 shall be construed as limiting, fixing, or affecting the time when a meeting of stockholders called by action of the Board may be held.

2.4 ADVANCE NOTICE PROCEDURES FOR BUSINESS BROUGHT BEFORE A MEETING.

(a) At an annual meeting of the stockholders, only such business shall be conducted as shall have been properly brought before the meeting. To be properly brought before an annual meeting, business must be (i) brought before the meeting by the Corporation and specified in the notice of meeting given by or at the direction of the Board, (ii) brought before the meeting by or at the direction of the Board, or (iii) otherwise properly brought before the meeting by a stockholder who (A) was a stockholder of record of the Corporation (and, with respect to any beneficial owner, if different, on whose behalf such business is proposed, only if such

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beneficial owner was the beneficial owner of shares of the Corporation) both at the time of giving the notice provided for in this Section 2.4 and at the time of the meeting, (B) is entitled to vote at the meeting, and (C) has complied with all of the notice procedures set forth in this Section 2.4 as to such business. Except for proposals made in accordance with Rule 14a-8 under the Securities Exchange Act of 1934, as amended (including such rules and regulations promulgated thereunder, the “ Exchange Act ”), and included in the notice of meeting given by or at the direction of the Board, the foregoing clause (iii) shall be the exclusive means for a stockholder to propose business to be brought before an annual meeting of the stockholders. Stockholders shall not be permitted to propose business to be brought before a special meeting of the stockholders, and the only matters that may be brought before a special meeting are the matters specified in the notice of meeting given by or at the direction of the person properly calling the meeting pursuant to Article II, Section 2.3 of these Bylaws. Stockholders seeking to nominate persons for election to the Board must comply with the notice procedures set forth in Article II, Section 2.5 of these Bylaws, and this Section 2.4 shall not be applicable to nominations except as expressly provided in Article II, Section 2.5 of these Bylaws.

(b) For business to be properly brought before an annual meeting by a stockholder, the stockholder must (i) provide Timely Notice (as defined below) thereof in writing and in proper form to the Secretary of the Corporation and (ii) provide any updates or supplements to such notice at the times and in the forms required by this Section 2.4. To be timely, a stockholder’s notice must be delivered to or mailed and received at the principal executive offices of the Corporation not less than ninety (90) days nor more than one hundred twenty (120) days prior to the first anniversary of the preceding year’s annual meeting; provided , however , that in the event that the date of the annual meeting is more than thirty (30) days before or more than sixty (60) days after such anniversary date, notice by the stockholder to be timely must be so delivered, or mailed and received, not earlier than the one hundred twentieth (120) day prior to such annual meeting and not later than the ninetieth (90 ^th ) day prior to such annual meeting or, if later, the tenth (10 ^th ) day following the day on which public disclosure of the date of such annual meeting was first made (such notice within such time periods, “ Timely Notice ”). In no event shall any adjournment or postponement of an annual meeting or the announcement thereof commence a new time period for the giving of Timely Notice as described above.

(c) To be in proper form for purposes of this Section 2.4, a stockholder’s notice to the Secretary pursuant to this Section 2.4 shall be required to set forth:

(i) As to each Proposing Person (as defined below), (A) the name and address of such Proposing Person (including, if applicable, the name and address that appear on the Corporation’s books and records) and (B) the class or series and number of shares of the capital stock of the Corporation that are, directly or indirectly, owned of record or beneficially owned (within the meaning of Rule 13d-3 under the Exchange Act) by such Proposing Person, except that such Proposing Person shall in all events be deemed to beneficially own any shares of any class or series of capital stock of the Corporation as to which such Proposing Person has a right to acquire beneficial ownership at any time in the future (the disclosures to be made pursuant to the foregoing clauses (A) and (B) are referred to as “ Stockholder Information ”);

(ii) As to each Proposing Person, (A) any derivative, swap or other transaction or series of transactions engaged in, directly or indirectly, by such Proposing Person, the purpose or effect of which is to give such Proposing Person economic risk similar to ownership of shares of any class or series of the capital stock of the Corporation, including due to the fact that the value of such derivative, swap or other transactions are determined by reference to the price, value or volatility of any shares of any class or series of the capital stock of the Corporation, or which derivative, swap or other transactions provide, directly or indirectly, the opportunity to profit from any increase in the price or value of shares of any class or series of the capital stock of the Corporation (“ Synthetic Equity Interests ”), which Synthetic Equity Interests shall be disclosed without regard to whether (x) the derivative, swap or other transactions convey any voting rights in such shares to such Proposing Person, (y) the derivative, swap or other transactions are required to be, or are capable of being, settled through delivery of such shares or (z) such Proposing Person may have entered into other transactions that hedge or mitigate the

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economic effect of such derivative, swap or other transactions, (B) any proxy (other than a revocable proxy or consent given in response to a solicitation made pursuant to, and in accordance with, Section 14(a) of the Exchange Act by way of a solicitation statement filed on Schedule 14A), agreement, arrangement, understanding or relationship pursuant to which such Proposing Person has or shares a right to vote any shares of any class or series of the capital stock of the Corporation, (C) any agreement, arrangement, understanding or relationship, including any repurchase or similar so-called “stock borrowing” agreement or arrangement, engaged in, directly or indirectly, by such Proposing Person, the purpose or effect of which is to mitigate loss to, reduce the economic risk (of ownership or otherwise) of shares of any class or series of the capital stock of the Corporation to, manage the risk of share price changes for, or increase or decrease the voting power of, such Proposing Person with respect to the shares of any class or series of the capital stock of the Corporation, or which provides, directly or indirectly, the opportunity to profit from any decrease in the price or value of the shares of any class or series of capital stock of the Corporation (“ Short Interests ”), (D) any rights to dividends on the shares of any class or series of the capital stock of the Corporation owned beneficially by such Proposing Person that are separated or separable from the underlying shares of the Corporation, (E) any performance related fees (other than an asset-based fee) that such Proposing Person is entitled to based on any increase or decrease in the price or value of shares of any class or series of the capital stock of the Corporation, or any Synthetic Equity Interests or Short Interests, if any, (F)(x) if such Proposing Person is not a natural person, the identity of the natural person or persons associated with such Proposing Person responsible for the formulation of and decision to propose the business to be brought before the meeting (such person or persons, the “ Responsible Person ”), the manner in which such Responsible Person was selected, any fiduciary duties owed by such Responsible Person to the equity holders or other beneficiaries of such Proposing Person, the qualifications and background of such Responsible Person and any material interests or relationships of such Responsible Person that are not shared generally by any other record or beneficial holder of the shares of any class or series of the capital stock of the Corporation and that reasonably could have influenced the decision of such Proposing Person to propose such business to be brought before the meeting, and (y) if such Proposing Person is a natural person, the qualifications and background of such natural person and any material interests or relationships of such natural person that are not shared generally by any other record or beneficial holder of the shares of any class or series of the capital stock of the Corporation and that reasonably could have influenced the decision of such Proposing Person to propose such business to be brought before the meeting, (G) any significant equity interests or any Synthetic Equity Interests or Short Interests in any principal competitor of the Corporation held by such Proposing Persons, (H) any direct or indirect interest of such Proposing Person in any contract with the Corporation, any affiliate of the Corporation or any principal competitor of the Corporation (including, in any such case, any employment agreement, collective bargaining agreement or consulting agreement), (I) any pending or threatened litigation in which such Proposing Person is a party or material participant involving the Corporation or any of its officers or directors, or any affiliate of the Corporation, (J) any material transaction occurring during the prior twelve months between such Proposing Person, on the one hand, and the Corporation, any affiliate of the Corporation or any principal competitor of the Corporation, on the other hand, (K) a summary of any material discussions regarding the business proposed to be brought before the meeting (x) between or among any of the Proposing Persons or (y) between or among any Proposing Person and any other record or beneficial holder of the shares of any class or series of the capital stock of the Corporation (including their names) and (L) any other information relating to such Proposing Person that would be required to be disclosed in a proxy statement or other filing required to be made in connection with solicitations of proxies or consents by such Proposing Person in support of the business proposed to be brought before the meeting pursuant to Section 14(a) of the Exchange Act (the disclosures to be made pursuant to the foregoing clauses (A) through (L) are referred to as “ Disclosable Interests ”); provided , however , that Disclosable Interests shall not include any such disclosures with respect to the ordinary course business activities of any broker, dealer, commercial bank, trust company or other nominee who is a Proposing Person solely as a result of being the stockholder directed to prepare and submit the notice required by these Bylaws on behalf of a beneficial owner; and

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(iii) As to each item of business that the stockholder proposes to bring before the annual meeting, (A) a reasonably brief description of the business desired to be brought before the annual meeting, the reasons for conducting such business at the annual meeting and any material interest in such business of each Proposing Person, (B) the text of the proposal or business (including the text of any resolutions proposed for consideration and in the event that such business includes a proposal to amend these Bylaws, the language of the proposed amendment) and (C) a reasonably detailed description of all agreements, arrangements and understandings between or among any of the Proposing Persons or between or among any Proposing Person and any other person or entity (including their names) in connection with the proposal of such business by such stockholder.

(d) For purposes of this Section 2.4, the term “ Proposing Person ” shall mean (i) the stockholder providing the notice of business proposed to be brought before an annual meeting, (ii) the beneficial owner or beneficial owners, if different, on whose behalf the notice of the business proposed to be brought before the annual meeting is made, (iii) any affiliate or associate (each within the meaning of Rule 12b-2 under the Exchange Act for the purposes of these Bylaws) of such stockholder or beneficial owner and (iv) any other person with whom such stockholder or beneficial owner (or any of their respective affiliates or associates) is Acting in Concert (as defined below).

(e) A person shall be deemed to be “ Acting in Concert ” with another person for purposes of these Bylaws if such person knowingly acts (whether or not pursuant to an express agreement, arrangement or understanding) in concert with, or towards a common goal relating to the management, governance or control of the Corporation in parallel with, such other person where (i) each person is conscious of the other person’s conduct or intent and this awareness is an element in their decision-making processes and (ii) at least one additional factor suggests that such persons intend to act in concert or in parallel, which such additional factors may include, without limitation, exchanging information (whether publicly or privately), attending meetings, conducting discussions, or making or soliciting invitations to act in concert or in parallel; provided , however , that a person shall not be deemed to be Acting in Concert with any other person solely as a result of the solicitation or receipt of revocable proxies or consents from such other person in response to a solicitation made pursuant to, and in accordance with, the Section 14(a) of the Exchange Act by way of a proxy or consent solicitation statement filed on Schedule 14A. A person Acting in Concert with another person shall be deemed to be Acting in Concert with any third party who is also Acting in Concert with such other person.

(f) A stockholder providing notice of business proposed to be brought before an annual meeting shall further update and supplement such notice, if necessary, so that the information provided or required to be provided in such notice pursuant to this Section 2.4 shall be true and correct as of the record date for the meeting and as of the date that is ten (10) business days prior to the meeting or any adjournment or postponement thereof, and such update and supplement shall be delivered to, or mailed and received by, the Secretary at the principal executive offices of the Corporation not later than five (5) business days after the record date for the meeting (in the case of the update and supplement required to be made as of the record date), and not later than eight (8) business days prior to the date for the meeting or, if practicable, any adjournment or postponement thereof (and, if not practicable, on the first practicable date prior to the date to which the meeting has been adjourned or postponed) (in the case of the update and supplement required to be made as of ten (10) business days prior to the meeting or any adjournment or postponement thereof).

(g) Notwithstanding anything in these Bylaws to the contrary, no business shall be conducted at an annual meeting except in accordance with this Section 2.4. The presiding officer of an annual meeting shall determine that the business was not properly brought before the meeting in accordance with this Section 2.4, and if he or she should so determine, he or she shall so declare to the meeting and any such business not properly brought before the meeting shall not be transacted.

(h) This Section 2.4 is expressly intended to apply to any business proposed to be brought before an annual meeting of stockholders. In addition to the requirements of this Section 2.4 with respect to any business

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proposed to be brought before an annual meeting, each Proposing Person shall comply with all applicable requirements of the Exchange Act with respect to any such business. Nothing in this Section 2.4 shall be deemed to affect the rights of stockholders to request inclusion of proposals in the Corporation’s proxy statement pursuant to Rule 14a-8 under the Exchange Act.

(i) For purposes of these Bylaws, “public disclosure” shall mean disclosure in a press release reported by a national news service or in a document publicly filed by the Corporation with the Securities and Exchange Commission pursuant to Sections 13, 14 or 15(d) of the Exchange Act.

2.5 ADVANCE NOTICE PROCEDURES FOR NOMINATIONS OF DIRECTORS.

(a) Nominations of any person for election to the Board at an annual meeting or at a special meeting (but only if the election of directors is a matter specified in the notice of meeting given by or at the direction of the person properly calling such special meeting) may be made at such meeting only (i) by or at the direction of the Board, including by any committee or persons appointed by the Board, or (ii) by a stockholder who (A) was a stockholder of record of the Corporation (and, with respect to any beneficial owner, if different, on whose behalf such nomination is proposed to be made, only if such beneficial owner was the beneficial owner of shares of the Corporation) both at the time of giving the notice provided for in this Section 2.5 and at the time of the meeting, (B) is entitled to vote at the meeting and (C) has complied with this Section 2.5 as to such nomination. The foregoing clause (ii) shall be the exclusive means for a stockholder to make any nomination of a person or persons for election to the Board to be considered by the stockholders at an annual meeting or special meeting.

(b) For a stockholder to make any nomination of a person or persons for election to the Board at an annual meeting, the stockholder must (i) provide Timely Notice (as defined in these Bylaws) thereof in writing and in proper form to the Secretary of the Corporation and (ii) provide any updates or supplements to such notice at the times and in the forms required by this Section 2.5. If the election of directors is a matter specified in the notice of meeting given by or at the direction of the person properly calling such special meeting, then for a stockholder to make any nomination of a person or persons for election to the Board at a special meeting, the stockholder must (i) provide Timely Notice thereof in writing and in proper form to the Secretary of the Corporation at the principal executive offices of the Corporation and (ii) provide any updates or supplements to such notice at the times and in the forms required by this Section 2.5. To be timely, a stockholder’s notice for nominations to be made at a special meeting must be delivered to, or mailed and received at, the principal executive offices of the Corporation not earlier than the one hundred twentieth (120 ^th ) day prior to such special meeting and not later than the ninetieth (90 ^th ) day prior to such special meeting or, if later, the tenth (10 ^th ) day following the day on which public disclosure (as defined in these Bylaws) of the date of such special meeting was first made. In no event shall any adjournment or postponement of an annual meeting or special meeting or the announcement thereof commence a new time period for the giving of a stockholder’s notice as described above.

(i) As to each Nominating Person (as defined below), the Stockholder Information (as defined these Bylaws) except that for purposes of this Section 2.5, the term “Nominating Person” shall be substituted for the term “Proposing Person” in all places it appears in Section 2.4(c)(i);

(ii) As to each Nominating Person, any Disclosable Interests (as defined in these Bylaws), except that for purposes of this Section 2.5 the term “Nominating Person” shall be substituted for the term “Proposing Person” in all places it appears in Section 2.4(c)(ii) and the disclosure in clause (L) of Section 2.4(c)(ii) shall be made with respect to the election of directors at the meeting);

(iii) As to each person whom a Nominating Person proposes to nominate for election as a director, (A) all information with respect to such proposed nominee that would be required to be set forth in a stockholder’s notice pursuant to this Section 2.5 if such proposed nominee were a Nominating Person,

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(B) all information relating to such proposed nominee that is required to be disclosed in a proxy statement or other filings required to be made in connection with solicitations of proxies for election of directors in a contested election pursuant to Section 14(a) under the Exchange Act (including such proposed nominee’s written consent to being named in the proxy statement as a nominee and to serving as a director if elected), (C) a description of all direct and indirect compensation and other material monetary agreements, arrangements and understandings during the past three (3) years, and any other material relationships, between or among any Nominating Person, on the one hand, and each proposed nominee, his or her respective affiliates and associates and any other persons with whom such proposed nominee (or any of his or her respective affiliates and associates) is Acting in Concert (as defined in these Bylaws), on the other hand, including, without limitation, all information that would be required to be disclosed pursuant to Item 404 under Regulation S-K if such Nominating Person were the “registrant” for purposes of such rule and the proposed nominee were a director or executive officer of such registrant (the disclosures to be made pursuant to the foregoing clauses (A) through (C) are referred to as “ Nominee Information ”), and (D) a completed and signed questionnaire, representation and agreement as provided in Section 2.5(g); and

(iv) The Corporation may require any proposed nominee to furnish such other information (A) as may reasonably be required by the Corporation to determine the eligibility of such proposed nominee to serve as an independent director of the Corporation in accordance with the Corporation’s Corporate Governance Guidelines or (B) that could be material to a reasonable stockholder’s understanding of the independence or lack of independence of such proposed nominee.

(d) For purposes of this Section 2.5, the term “ Nominating Person ” shall mean (i) the stockholder providing the notice of the nomination proposed to be made at the meeting, (ii) the beneficial owner or beneficial owners, if different, on whose behalf the notice of the nomination proposed to be made at the meeting is made, (iii) any affiliate or associate of such stockholder or beneficial owner and (iv) any other person with whom such stockholder or such beneficial owner (or any of their respective affiliates or associates) is Acting in Concert.

(e) A stockholder providing notice of any nomination proposed to be made at a meeting shall further update and supplement such notice, if necessary, so that the information provided or required to be provided in such notice pursuant to this Section 2.5 shall be true and correct as of the record date for the meeting and as of the date that is ten (10) business days prior to the meeting or any adjournment or postponement thereof, and such update and supplement shall be delivered to, or mailed and received by, the Secretary at the principal executive offices of the Corporation not later than five (5) business days after the record date for the meeting (in the case of the update and supplement required to be made as of the record date), and not later than eight (8) business days prior to the date for the meeting or, if practicable, any adjournment or postponement thereof (and, if not practicable, on the first practicable date prior to the date to which the meeting has been adjourned or postponed) (in the case of the update and supplement required to be made as of ten (10) business days prior to the meeting or any adjournment or postponement thereof).

(f) Notwithstanding anything in these Bylaws to the contrary, no person shall be eligible for election as a director of the Corporation unless nominated in accordance with this Section 2.5. The presiding officer at the meeting shall, if the facts warrant, determine that a nomination was not properly made in accordance with this Section 2.5, and if he or she should so determine, he or she shall so declare such determination to the meeting and the defective nomination shall be disregarded.

(g) To be eligible to be a nominee for election as a director of the Corporation, the proposed nominee must deliver (in accordance with the time periods prescribed for delivery of notice under this Section 2.5) to the Secretary at the principal executive offices of the Corporation a written questionnaire with respect to the background and qualification of such proposed nominee (which questionnaire shall be provided by the Secretary upon written request) and a written representation and agreement (in form provided by the Secretary upon written request) that such proposed nominee (i) is not and will not become a party to (x) any agreement, arrangement or understanding with, and has not given any commitment or assurance to, any person or entity as to how such

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proposed nominee, if elected as a director of the Corporation, will act or vote on any issue or question (a “ Voting Commitment ”) that has not been disclosed to the Corporation or (y) any Voting Commitment that could limit or interfere with such proposed nominee’s ability to comply, if elected as a director of the Corporation, with such proposed nominee’s fiduciary duties under applicable law, (ii) is not, and will not become a party to, any agreement, arrangement or understanding with any person or entity other than the Corporation with respect to any direct or indirect compensation, reimbursement or indemnification in connection with service or action as a director that has not been disclosed to the Corporation and (iii) in such proposed nominee’s individual capacity and on behalf of the stockholder (or the beneficial owner, if different) on whose behalf the nomination is made, would be in compliance, if elected as a director of the Corporation, and will comply with applicable publicly disclosed corporate governance, conflict of interest, confidentiality and stock ownership and trading policies and guidelines of the Corporation.

(h) In addition to the requirements of this Section 2.5 with respect to any nomination proposed to be made at a meeting, each Proposing Person shall comply with all applicable requirements of the Exchange Act with respect to any such nominations.

2.6 NOTICE OF STOCKHOLDERS’ MEETINGS.

Unless otherwise provided by law, the Certificate of Incorporation or these Bylaws, the notice of any meeting of stockholders shall be sent or otherwise given in accordance with either Section 2.7 or Section 8.1 of these Bylaws not less than ten (10) nor more than sixty (60) days before the date of the meeting to each stockholder entitled to vote at such meeting. The notice shall specify the place, if any, date and hour of the meeting, the means of remote communication, if any, by which stockholders and proxy holders may be deemed to be present in person and vote at such meeting, and, in the case of a special meeting, the purpose or purposes for which the meeting is called.

2.7 MANNER OF GIVING NOTICE; AFFIDAVIT OF NOTICE.

Notice of any meeting of stockholders shall be deemed given:

(a) if mailed, when deposited in the United States mail, postage prepaid, directed to the stockholder at his or her address as it appears on the Corporation’s records; or

(b) if electronically transmitted as provided in Section 8.1 of these Bylaws.

An affidavit of the Secretary or an Assistant Secretary of the Corporation or of the transfer agent or any other agent of the Corporation that the notice has been given by mail or by a form of electronic transmission, as applicable, shall, in the absence of fraud, be prima facie evidence of the facts stated therein.

2.8 QUORUM.

Unless otherwise provided by law, the Certificate of Incorporation or these Bylaws, the holders of a majority in voting power of the stock issued and outstanding and entitled to vote, present in person or represented by proxy, shall constitute a quorum for the transaction of business at all meetings of the stockholders. If, however, such quorum is not present or represented at any meeting of the stockholders, then either (a) the chairperson of the meeting or (b) a majority in voting power of the stockholders entitled to vote at the meeting, present in person or represented by proxy, shall have power to adjourn the meeting from time to time in the manner provided in Section 2.9 of these Bylaws until a quorum is present or represented. At such adjourned meeting at which a quorum is present or represented, any business may be transacted that might have been transacted at the meeting as originally noticed.

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2.9 ADJOURNED MEETING; NOTICE.

Notwithstanding Section 2.8 of these Bylaws, (a) the chairperson of the meeting or (b) the Secretary of the Corporation upon direction of the Board pursuant to a resolution adopted by a majority of the entire Board may adjourn a meeting from time to time for any reason in accordance with this Section 2.9. When a meeting is adjourned to another time or place, unless these Bylaws otherwise require, notice need not be given of the adjourned meeting if the time, place, if any, thereof, and the means of remote communications, if any, by which stockholders and proxy holders may be deemed to be present in person and vote at such adjourned meeting are announced at the meeting at which the adjournment is taken. At the adjourned meeting, the Corporation may transact any business which might have been transacted at the original meeting. If the adjournment is for more than thirty (30) days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting.

2.10 CONDUCT OF BUSINESS.

The chairperson of any meeting of stockholders shall determine the order of business and the procedure at the meeting, including regulation of the manner of voting and the conduct of business.

2.11 VOTING.

The stockholders entitled to vote at any meeting of stockholders shall be determined in accordance with the provisions of Section 2.13 of these Bylaws, subject to Section 217 (relating to voting rights of fiduciaries, pledgors’ and joint owners of stock) and Section 218 (relating to voting trusts and other voting agreements) of the DGCL.

Except as may be otherwise provided in the Certificate of Incorporation or these Bylaws in respect of any class or series of non-voting stock, each stockholder shall be entitled to one (1) vote for each share of capital stock held by such stockholder.

At all meetings of stockholders for the election of directors at which a quorum is present a plurality of the votes cast shall be sufficient to elect a director. All other elections and questions presented to the stockholders at a meeting at which a quorum is present shall, unless otherwise provided by the Certificate of Incorporation, these Bylaws, the rules or regulations of any stock exchange applicable to the Corporation, or applicable law or pursuant to any regulation applicable to the Corporation or its securities, be decided by the affirmative vote of the holders of a majority in voting power of the shares of stock of the Corporation which are present in person or by proxy and entitled to vote thereon.

2.12 STOCKHOLDER ACTION BY WRITTEN CONSENT WITHOUT A MEETING.

Subject to the rights of the holders of the shares of any series of Preferred Stock, any action required or permitted to be taken by the stockholders of the Corporation must be effected only at a duly called annual or special meeting of such stockholders and may not be effected by any written consent in lieu of a meeting by such stockholders.

2.13 RECORD DATE FOR STOCKHOLDER NOTICE; VOTING; GIVING CONSENTS.

In order that the Corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the Board may fix, in advance, a record date, which record date shall not precede the date on which the resolution fixing the record date is adopted and which shall not be more than sixty (60) nor less than ten (10) days before the date of such meeting, nor more than sixty (60) days prior to any other such action.

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If the Board does not so fix a record date:

(i) The record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held.

(ii) The record date for determining stockholders for any other purpose shall be at the close of business on the day on which the Board adopts the resolution relating thereto.

A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided , however , that the Board may fix a new record date for the adjourned meeting.

2.14 PROXIES.

Each stockholder entitled to vote at a meeting of stockholders may authorize another person or persons to act for such stockholder by proxy authorized by an instrument in writing or by a transmission permitted by law filed in accordance with the procedure established for the meeting, but no such proxy shall be voted or acted upon after three (3) years from its date, unless the proxy provides for a longer period. The revocability of a proxy that states on its face that it is irrevocable shall be governed by the provisions of Section 212 of the DGCL. A proxy may be in the form of a telegram, cablegram or other means of electronic transmission which sets forth or is submitted with information from which it can be determined that the telegram, cablegram or other means of electronic transmission was authorized by the stockholder.

2.15 LIST OF STOCKHOLDERS ENTITLED TO VOTE.

The officer who has charge of the stock ledger of the Corporation shall prepare and make, at least ten (10) days before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of each stockholder. The Corporation shall not be required to include electronic mail addresses or other electronic contact information on such list. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting for a period of at least ten (10) days prior to the meeting: (i) on a reasonably accessible electronic network, provided that the information required to gain access to such list is provided with the notice of the meeting, or (ii) during ordinary business hours, at the Corporation’s principal executive office. In the event that the Corporation determines to make the list available on an electronic network, the Corporation may take reasonable steps to ensure that such information is available only to stockholders of the Corporation. If the meeting is to be held at a place, then the list shall be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any stockholder who is present. If the meeting is to be held solely by means of remote communication, then the list shall also be open to the examination of any stockholder during the whole time of the meeting on a reasonably accessible electronic network, and the information required to access such list shall be provided with the notice of the meeting. Such list shall presumptively determine the identity of the stockholders entitled to vote at the meeting and the number of shares held by each of them.

2.16 INSPECTORS OF ELECTION.

Before any meeting of stockholders, the Board shall appoint an inspector or inspectors of election to act at the meeting or its adjournment and make a written report thereof. The number of inspectors shall be either one (1) or three (3). If any person appointed as inspector fails to appear or fails or refuses to act, then the chairperson of the meeting may, and upon the request of any stockholder or a stockholder’s proxy shall, appoint a person to fill that vacancy.

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Such inspectors shall:

(a) determine the number of shares outstanding and the voting power of each, the number of shares represented at the meeting, the existence of a quorum, and the authenticity, validity, and effect of proxies;

(b) receive votes or ballots;

(d) count and tabulate all votes;

(e) determine the result; and

(f) do any other acts that may be proper to conduct the election or vote with fairness to all stockholders.

The inspectors of election shall perform their duties impartially, in good faith, to the best of their ability and as expeditiously as is practical. If there are three (3) inspectors of election, the decision, act or certificate of a majority is effective in all respects as the decision, act or certificate of all. Any report or certificate made by the inspectors of election is prima facie evidence of the facts stated therein.

ARTICLE III - DIRECTORS

3.1 POWERS.

Subject to the provisions of the DGCL and any limitations in the Certificate of Incorporation or these Bylaws relating to action required to be approved by the stockholders or by the outstanding shares, the business and affairs of the Corporation shall be managed and all corporate powers shall be exercised by or under the direction of the Board. A Lead Director may be selected by the independent directors from among the directors who are not current or former executive officers of the Corporation and are otherwise independent. The Lead Director shall perform such duties as may be assigned to the Lead Director by the Board of Directors and not inconsistent with these Bylaws.

3.2 NUMBER OF DIRECTORS.

The authorized number of directors shall be determined from time to time by resolution of the Board; provided , however , that the Board shall consist of at least one (1) member. No reduction of the authorized number of directors shall have the effect of removing any director before that director’s term of office expires.

3.3 ELECTION, QUALIFICATION AND TERM OF OFFICE OF DIRECTORS.

Except as provided in Section 3.4 of these Bylaws, each director, including a director elected to fill a vacancy, shall hold office until the expiration of the term for which elected and until such director’s successor is elected and qualified or until such director’s earlier death, resignation or removal. Directors need not be stockholders unless so required by the Certificate of Incorporation or these Bylaws. Notwithstanding anything to the contrary in these Bylaws, the number of Non-Citizens (as defined in Article X below) who can hold office shall at no time exceed the limitations provided under Act (as defined in Article X below) (which, as of the effective time of these Bylaws and for informational purposes only, is one-third (1/3) of the total number of members then holding office). The Certificate of Incorporation or these Bylaws may prescribe other qualifications for directors.

As provided in the Certificate of Incorporation, the directors of the Corporation shall be divided into three (3) classes.

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3.4 RESIGNATION AND VACANCIES.

Any director may resign at any time upon notice given in writing or by electronic transmission to the Corporation. Unless otherwise provided in the Certificate of Incorporation or these Bylaws, vacancies and newly created directorships resulting from any increase in the authorized number of directors shall, unless the Board determines by resolution that any such vacancies or newly created directorships shall be filled by stockholders, be filled only by a majority of the directors then in office, although less than a quorum, or by a sole remaining director. Any director elected in accordance with the preceding sentence shall hold office for the remainder of the full term of the director for which the vacancy was created or occurred and until such director’s successor shall have been elected and qualified. A vacancy in the Board of Directors shall be deemed to exist under these Bylaws in the case of the death, removal or resignation of any director.

3.5 PLACE OF MEETINGS; MEETINGS BY TELEPHONE.

The Board may hold meetings, both regular and special, either within or outside the State of Delaware.

Unless otherwise restricted by the Certificate of Incorporation or these Bylaws, members of the Board, or any committee designated by the Board, may participate in a meeting of the Board, or any committee, by means of conference telephone or other communications equipment by means of which all persons participating in the meeting can hear each other, and such participation in a meeting pursuant to this Bylaw shall constitute presence in person at the meeting.

3.6 REGULAR MEETINGS.

Regular meetings of the Board may be held without notice at such time and at such place as shall from time to time be determined by the Board.

3.7 SPECIAL MEETINGS; NOTICE.

Special meetings of the Board for any purpose or purposes may be called at any time by the chairperson of the Board, the chief executive officer, the president, the secretary or a majority of the authorized number of directors.

Notice of the time and place of special meetings shall be:

(a)

delivered personally by hand, by courier or by telephone;

(b)

sent by United States first-class mail, postage prepaid;

(c)

sent by facsimile; or

(d)

sent by electronic mail,

directed to each director at that director’s address, telephone number, facsimile number or electronic mail address, as the case may be, as shown on the Corporation’s records.

If the notice is (a) delivered personally by hand, by courier or by telephone, (b) sent by facsimile or (c) sent by electronic mail, it shall be delivered or sent at least twenty-four (24) hours before the time of the holding of the meeting. If the notice is sent by United States mail, it shall be deposited in the United States mail at least four (4) days before the time of the holding of the meeting. The notice need not specify the purpose of the meeting.

3.8 QUORUM.

At all meetings of the Board, a majority of the authorized number of directors shall constitute a quorum for the transaction of business. The vote of a majority of the directors present at any meeting at which a quorum is

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present shall be the act of the Board, except as may be otherwise specifically provided by statute, the Certificate of Incorporation or these Bylaws. If a quorum is not present at any meeting of the Board, then the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum is present.

A meeting at which a quorum is initially present may continue to transact business notwithstanding the withdrawal of directors, if any action taken is approved by at least a majority of the required quorum for that meeting.

3.9 BOARD ACTION BY WRITTEN CONSENT WITHOUT A MEETING.

Unless otherwise restricted by the Certificate of Incorporation or these Bylaws, any action required or permitted to be taken at any meeting of the Board, or of any committee thereof, may be taken without a meeting if all members of the Board or committee, as the case may be, consent thereto in writing or by electronic transmission and the writing or writings or electronic transmission or transmissions are filed with the minutes of proceedings of the Board or committee. Such filing shall be in paper form if the minutes are maintained in paper form and shall be in electronic form if the minutes are maintained in electronic form.

3.10 FEES AND COMPENSATION OF DIRECTORS.

Unless otherwise restricted by the Certificate of Incorporation or these Bylaws, the Board shall have the authority to fix the compensation of directors.

3.11 REMOVAL OF DIRECTORS.

Except as otherwise provided by the DGCL, the Board of Directors or any individual director may be removed from office at any time with cause by the affirmative vote of the holders of a majority of the voting power of all the then outstanding shares of voting stock of the Corporation entitled to vote at an election of directors (the “ Voting Stock ”).

No reduction of the authorized number of directors shall have the effect of removing any director prior to the expiration of such director’s term of office.

ARTICLE IV - COMMITTEES

4.1 COMMITTEES OF DIRECTORS.

The Board may designate one (1) or more committees, each committee to consist of one (1) or more of the directors of the Corporation. The Board may designate one (1) or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of a member of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not such member or members constitute a quorum, may unanimously appoint another member of the Board to act at the meeting in the place of any such absent or disqualified member. Any such committee, to the extent provided in the resolution of the Board or in these Bylaws, shall have and may exercise all the powers and authority of the Board in the management of the business and affairs of the Corporation, and may authorize the seal of the Corporation to be affixed to all papers that may require it; but no such committee shall have the power or authority to (i) approve or adopt, or recommend to the stockholders, any action or matter expressly required by the DGCL to be submitted to stockholders for approval, or (ii) adopt, amend or repeal any Bylaw of the Corporation. At least two-thirds (2/3) of the members of each committee of the Board shall be comprised of individuals who meet the definition of “a citizen of the United States,” as defined by the Transportation Act 49 U.S.C § 40102 or as subsequently amended or interpreted by the Department of

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Transportation; provided , however , that if a committee of the Board has one (1) member, such member shall be a “a citizen of the United States,” as defined immediately above.

4.2 COMMITTEE MINUTES.

Each committee shall keep regular minutes of its meetings and report the same to the Board when required.

4.3 MEETINGS AND ACTION OF COMMITTEES.

Meetings and actions of committees shall be governed by, and held and taken in accordance with, the provisions of:

(a)

Section 3.5 (place of meetings and meetings by telephone);

(b)

Section 3.6 (regular meetings);

(c)

Section 3.7 (special meetings and notice);

(d)

Section 3.8 (quorum);

(e)

Section 3.9 (action without a meeting); and

(f)

Section 7.13 (waiver of notice).

with such changes in the context of those Bylaws as are necessary to substitute the committee and its members for the Board and its members. However :

(i) the time of regular meetings of committees may be determined either by resolution of the Board or by resolution of the committee;

(ii) special meetings of committees may also be called by resolution of the Board; and

(iii) notice of special meetings of committees shall also be given to all alternate members, who shall have the right to attend all meetings of the committee. The Board may adopt rules for the government of any committee not inconsistent with the provisions of these Bylaws.

ARTICLE V - OFFICERS

5.1 OFFICERS.

The officers of the Corporation shall be a president and a secretary. The Corporation may also have, at the discretion of the Board, a chairperson of the Board, a vice chairperson of the Board, a chief executive officer, a chief financial officer or treasurer, one (1) or more vice presidents, one (1) or more assistant vice presidents, one (1) or more assistant treasurers, one (1) or more assistant secretaries, and any such other officers as may be appointed in accordance with the provisions of these Bylaws. Any number of offices may be held by the same person.

5.2 APPOINTMENT OF OFFICERS.

The Board shall appoint the officers of the Corporation, except such officers as may be appointed in accordance with the provisions of Section 5.3 of these Bylaws, subject to the rights, if any, of an officer under any contract of employment.

5.3 SUBORDINATE OFFICERS.

The Board may appoint, or empower the chief executive officer or, in the absence of a chief executive officer, the president, to appoint, such other officers and agents as the business of the Corporation may require.

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Each of such officers and agents shall hold office for such period, have such authority, and perform such duties as are provided in these Bylaws or as the Board may from time to time determine.

5.4 REMOVAL AND RESIGNATION OF OFFICERS.

Any officer may be removed, either with or without cause, by an affirmative vote of the majority of the Board at any regular or special meeting of the Board or, except in the case of an officer chosen by the Board, by any officer upon whom such power of removal may be conferred by the Board.

Any officer may resign at any time by giving written notice to the Corporation. Any resignation shall take effect at the date of the receipt of that notice or at any later time specified in that notice. Any resignation is without prejudice to the rights, if any, of the Corporation or the officer under any contract to which the officer is a party.

Any removal or resignation of an officer pursuant to this Section 5.4 shall be without prejudice to any rights of the Corporation or such officer pursuant to any contract of employment of such officer.

5.5 VACANCIES IN OFFICES.

Any vacancy occurring in any office of the Corporation shall be filled by the Board or as provided in Section 5.2.

5.6 REPRESENTATION OF SHARES OF OTHER CORPORATIONS.

The chairperson of the Board, the president, any vice president, the treasurer, the secretary or assistant secretary of this Corporation, or any other person authorized by the Board or the president or a vice president, is authorized to vote, represent and exercise on behalf of this Corporation all rights incident to any and all shares of any other corporation or corporations standing in the name of this Corporation. The authority granted herein may be exercised either by such person directly or by any other person authorized to do so by proxy or power of attorney duly executed by such person having the authority.

5.7 AUTHORITY AND DUTIES OF OFFICERS.

All officers of the Corporation shall respectively have such authority and perform such duties in the management of the business of the Corporation as may be designated from time to time by the Board or the stockholders and, to the extent not so provided, as generally pertain to their respective offices, subject to the control of the Board.

5.8 LIMITATIONS ON NON-CITIZENS AS OFFICERS.

Notwithstanding anything to the contrary in these Bylaws, (a) number of Non-Citizens who can serve as officers shall at no time exceed the limitations provided under the Act (as defined in Article X below) (which, as of the effective time of these Bylaws and for informational purposes only, is one-third ( ¹ / ₃ ) of the total number of officers then holding office) and (b) the President shall not be a Non-Citizen for so long as proscribed by the Act (as defined in Article X below).

ARTICLE VI - RECORDS AND REPORTS

6.1 MAINTENANCE AND INSPECTION OF RECORDS.

The Corporation shall, either at its principal executive office or at such place or places as designated by the Board, keep a record of its stockholders listing their names and addresses and the number and class of shares held

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by each stockholder, a copy of these Bylaws as amended to date, accounting books and other records. Not withstanding anything to the contrary in these Bylaws, any stockholder of record shall be entitled to all rights to which such stockholder is entitled pursuant to Section 220 of the DGCL.

6.2 INSPECTION BY DIRECTORS.

Any director shall have the right to examine the Corporation’s stock ledger, a list of its stockholders, and its other books and records for a purpose reasonably related to his or her position as a director. The Court of Chancery is hereby vested with the exclusive jurisdiction to determine whether a director is entitled to the inspection sought. The Court may summarily order the Corporation to permit the director to inspect any and all books and records, the stock ledger, and the stock list and to make copies or extracts therefrom. The Court may, in its discretion, prescribe any limitations or conditions with reference to the inspection, or award such other and further relief as the Court may deem just and proper.

ARTICLE VII - GENERAL MATTERS

7.1 EXECUTION OF CORPORATE CONTRACTS AND INSTRUMENTS.

The Board, except as otherwise provided in these Bylaws, may authorize any officer or officers, or agent or agents, to enter into any contract or execute any instrument in the name of and on behalf of the Corporation; such authority may be general or confined to specific instances. Unless so authorized or ratified by the Board or within the agency power of an officer, no officer, agent or employee shall have any power or authority to bind the Corporation by any contract or engagement or to pledge its credit or to render it liable for any purpose or for any amount.

7.2 TRANSFER AGENT AND REGISTRARS.

The Board may appoint a transfer agent or agents and a registrar or registrars of transfer (other than the Corporation itself or an employee thereof) for the issuance of shares of stock of the Corporation and may require that all stock certificates bear the signature of such transfer agent and registrar. In the event a share certificate is authenticated by both the transfer agent and registrar, any share certificate may be signed by the facsimile of the signature of either or both of the President and Secretary printed thereon. If the same is countersigned by the transfer agent and registrar of the Corporation, the certificates bearing the facsimile of the signatures of the President and Secretary shall be valid in all respects as if such person or persons were still in office even though such person or persons shall have died or otherwise ceased to be officers.

7.3 STOCK CERTIFICATES; PARTLY PAID SHARES.

The shares of the Corporation shall be represented by certificates, provided that the Board may provide by resolution or resolutions that some or all of any or all classes or series of its stock shall be uncertificated shares. Any such resolution shall not apply to shares represented by a certificate until such certificate is surrendered to the Corporation. Notwithstanding the adoption of such a resolution by the Board, every holder of stock represented by certificates shall be entitled to have a certificate signed by, or in the name of the Corporation by the chairperson or vice-chairperson of the Board, or the president or vice-president, and by the treasurer or an assistant treasurer, or the secretary or an assistant secretary of the Corporation representing the number of shares registered in certificate form. Any or all of the signatures on the certificate may be a facsimile. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate has ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by the Corporation with the same effect as if he were such officer, transfer agent or registrar at the date of issue.

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The Corporation may issue the whole or any part of its shares as partly paid and subject to call for the remainder of the consideration to be paid therefor. Upon the face or back of each stock certificate issued to represent any such partly paid shares, upon the books and records of the Corporation in the case of uncertificated partly paid shares, the total amount of the consideration to be paid therefor and the amount paid thereon shall be stated. Upon the declaration of any dividend on fully paid shares, the Corporation shall declare a dividend upon partly paid shares of the same class, but only upon the basis of the percentage of the consideration actually paid thereon.

7.4 SPECIAL DESIGNATION ON CERTIFICATES.

If the Corporation is authorized to issue more than one class of stock or more than one series of any class, then the powers, the designations, the preferences and the relative, participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights shall be set forth in full or summarized on the face or back of the certificate that the Corporation shall issue to represent such class or series of stock; provided , however , that, except as otherwise provided in Section 202 of the DGCL, in lieu of the foregoing requirements, there may be set forth on the face or back of the certificate that the Corporation shall issue to represent such class or series of stock a statement that the Corporation will furnish without charge to each stockholder who so requests the powers, the designations, the preferences and the relative, participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights.

7.5 LOST CERTIFICATES.

Except as provided in this Section 7.5, no new certificates for shares shall be issued to replace a previously issued certificate unless the latter is surrendered to the Corporation and cancelled at the same time. The Corporation may issue a new certificate of stock or uncertificated shares in the place of any certificate theretofore issued by it, alleged to have been lost, stolen or destroyed, and the Corporation may require the owner of the lost, stolen or destroyed certificate, or such owner’s legal representative, to give the Corporation a bond sufficient to indemnify it against any claim that may be made against it on account of the alleged loss, theft or destruction of any such certificate or the issuance of such new certificate or uncertificated shares.

7.6 CONSTRUCTION; DEFINITIONS.

Unless the context requires otherwise, the general provisions, rules of construction and definitions in the DGCL shall govern the construction of these Bylaws. Without limiting the generality of this provision, the singular number includes the plural, the plural number includes the singular, and the term “person” includes both a corporation and a natural person.

7.7 DIVIDENDS.

The Board, subject to any restrictions contained in either (i) the DGCL or (ii) the Certificate of Incorporation, may declare and pay dividends upon the shares of its capital stock. Dividends may be paid in cash, in property or in shares of the Corporation’s capital stock.

The Board may set apart out of any of the funds of the Corporation available for dividends a reserve or reserves for any proper purpose and may abolish any such reserve. Such purposes shall include but not be limited to equalizing dividends, repairing or maintaining any property of the Corporation, and meeting contingencies.

7.8 FISCAL YEAR.

The fiscal year of the Corporation shall be fixed by resolution of the Board and may be changed by the Board.

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7.9 SEAL.

The Corporation may adopt a corporate seal, which shall be adopted and which may be altered by the Board. The Corporation may use the corporate seal by causing it or a facsimile thereof to be impressed or affixed or in any other manner reproduced.

7.10 TRANSFER OF STOCK.

Shares of the Corporation shall be transferable in the manner prescribed by law and in these Bylaws. Shares of stock of the Corporation shall be transferred on the books of the Corporation only by the holder of record thereof or by such holder’s attorney duly authorized in writing, upon surrender to the Corporation of the certificate or certificates representing such shares endorsed by the appropriate person or persons (or by delivery of duly executed instructions with respect to uncertificated shares), with such evidence of the authenticity of such endorsement or execution, transfer, authorization and other matters as the Corporation may reasonably require, and accompanied by all necessary stock transfer stamps. No transfer of stock shall be valid as against the Corporation for any purpose until it shall have been entered in the stock records of the Corporation by an entry showing the names of the persons from and to whom it was transferred.

7.11 STOCK TRANSFER AGREEMENTS.

The Corporation shall have power to enter into and perform any agreement with any number of stockholders of any one or more classes of stock of the Corporation to restrict the transfer of shares of stock of the Corporation of any one or more classes owned by such stockholders in any manner not prohibited by the DGCL.

7.12 REGISTERED STOCKHOLDERS.

The Corporation:

(i) shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares to receive dividends and to vote as such owner;

(ii) shall be entitled to hold liable for calls and assessments the person registered on its books as the owner of shares; and

(iii) shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of another person, whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of Delaware.

7.13 WAIVER OF NOTICE.

Whenever notice is required to be given under any provision of the DGCL, the Certificate of Incorporation or these Bylaws, a written waiver, signed by the person entitled to notice, or a waiver by electronic transmission by the person entitled to notice, whether before or after the time of the event for which notice is to be given, shall be deemed equivalent to notice. Attendance of a person at a meeting shall constitute a waiver of notice of such meeting, except when the person attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the stockholders need be specified in any written waiver of notice or any waiver by electronic transmission unless so required by the Certificate of Incorporation or these Bylaws.

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ARTICLE VIII - NOTICE BY ELECTRONIC TRANSMISSION

8.1 NOTICE BY ELECTRONIC TRANSMISSION.

Without limiting the manner by which notice otherwise may be given effectively to stockholders pursuant to the DGCL, the Certificate of Incorporation or these Bylaws, any notice to stockholders given by the Corporation under any provision of the DGCL, the Certificate of Incorporation or these Bylaws shall be effective if given by a form of electronic transmission consented to by the stockholder to whom the notice is given. Any such consent shall be revocable by the stockholder by written notice to the Corporation. Any such consent shall be deemed revoked if:

(i) the Corporation is unable to deliver by electronic transmission two (2) consecutive notices given by the Corporation in accordance with such consent; and

(ii) such inability becomes known to the secretary or an assistant secretary of the Corporation or to the transfer agent, or other person responsible for the giving of notice.

However, the inadvertent failure to treat such inability as a revocation shall not invalidate any meeting or other action.

Any notice given pursuant to the preceding paragraph shall be deemed given:

(i) if by facsimile telecommunication, when directed to a number at which the stockholder has consented to receive notice;

(ii) if by electronic mail, when directed to an electronic mail address at which the stockholder has consented to receive notice;

(iii) if by a posting on an electronic network together with separate notice to the stockholder of such specific posting, upon the later of (A) such posting and (B) the giving of such separate notice; and

(iv) if by any other form of electronic transmission, when directed to the stockholder.

An affidavit of the secretary or an assistant secretary or of the transfer agent or other agent of the Corporation that the notice has been given by a form of electronic transmission shall, in the absence of fraud, be prima facie evidence of the facts stated therein.

8.2 DEFINITION OF ELECTRONIC TRANSMISSION.

An “electronic transmission” means any form of communication, not directly involving the physical transmission of paper, that creates a record that may be retained, retrieved and reviewed by a recipient thereof, and that may be directly reproduced in paper form by such a recipient through an automated process.

ARTICLE IX - INDEMNIFICATION

9.1 INDEMNIFICATION OF DIRECTORS AND OFFICERS.

The Corporation shall indemnify and hold harmless, to the fullest extent permitted by the DGCL as it presently exists or may hereafter be amended, any director or officer of the Corporation who was or is made or is threatened to be made a party or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (a “ Proceeding ”) by reason of the fact that he or she, or a person for whom he or

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she is the legal representative, is or was a director or officer of the Corporation or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust, enterprise or non-profit entity, including service with respect to employee benefit plans, against all liability and loss suffered and expenses (including attorneys’ fees) reasonably incurred by such person in connection with any such Proceeding. Notwithstanding the preceding sentence, except as otherwise provided in Section 9.4, the Corporation shall be required to indemnify a person in connection with a Proceeding initiated by such person only if the Proceeding was authorized in the specific case by the Board.

9.2 INDEMNIFICATION OF OTHERS.

The Corporation shall have the power to indemnify and hold harmless, to the extent permitted by applicable law as it presently exists or may hereafter be amended, any employee or agent of the Corporation who was or is made or is threatened to be made a party or is otherwise involved in any Proceeding by reason of the fact that he or she, or a person for whom he or she is the legal representative, is or was an employee or agent of the Corporation or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust, enterprise or non-profit entity, including service with respect to employee benefit plans, against all liability and loss suffered and expenses reasonably incurred by such person in connection with any such Proceeding.

9.3 PREPAYMENT OF EXPENSES.

The Corporation shall to the fullest extent not prohibited by applicable law pay the expenses (including attorneys’ fees) incurred by any officer or director of the Corporation, and may pay the expenses incurred by any employee or agent of the Corporation, in defending any Proceeding in advance of its final disposition; provided , however , that, to the extent required by law, such payment of expenses in advance of the final disposition of the Proceeding shall be made only upon receipt of an undertaking by the person to repay all amounts advanced if it should be ultimately determined that the person is not entitled to be indemnified under this Article IX or otherwise.

9.4 DETERMINATION; CLAIM.

If a claim for indemnification (following the final disposition of such Proceeding) or advancement of expenses under this Article IX is not paid in full within sixty (60) days after a written claim therefor has been received by the Corporation the claimant may file suit to recover the unpaid amount of such claim and, if successful in whole or in part, shall be entitled to be paid the expense of prosecuting such claim to the fullest extent permitted by law. In any such action the Corporation shall have the burden of proving that the claimant was not entitled to the requested indemnification or payment of expenses under applicable law.

9.5 NON-EXCLUSIVITY OF RIGHTS.

The rights conferred on any person by this Article IX shall not be exclusive of any other rights which such person may have or hereafter acquire under any statute, provision of the Certificate of Incorporation, these Bylaws, agreement, vote of stockholders or disinterested directors or otherwise.

9.6 INSURANCE.

The Corporation may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust enterprise or non-profit entity against any liability asserted against him or her and incurred by him or her in any such capacity, or arising out of his or her status as such, whether or not the Corporation would have the power to indemnify him or her against such liability under the provisions of the DGCL.

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9.7 OTHER INDEMNIFICATION.

The Corporation’s obligation, if any, to indemnify or advance expenses to any person who was or is serving at its request as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, enterprise or non-profit entity shall be reduced by any amount such person may collect as indemnification or advancement of expenses from such other corporation, partnership, joint venture, trust, enterprise or non-profit enterprise.

9.8 CONTINUATION OF INDEMNIFICATION.

The rights to indemnification and to prepayment of expenses provided by, or granted pursuant to, this Article IX shall continue notwithstanding that the person has ceased to be a director or officer of the Corporation and shall inure to the benefit of the estate, heirs, executors, administrators, legatees and distributees of such person.

9.9 AMENDMENT OR REPEAL.

The provisions of this Article IX shall constitute a contract between the Corporation, on the one hand, and, on the other hand, each individual who serves or has served as a director or officer of the Corporation (whether before or after the adoption of these Bylaws), in consideration of such person’s performance of such services, and pursuant to this Article IX the Corporation intends to be legally bound to each such current or former director or officer of the Corporation. With respect to current and former directors and officers of the Corporation, the rights conferred under this Article IX are present contractual rights and such rights are fully vested, and shall be deemed to have vested fully, immediately upon adoption of theses Bylaws. With respect to any directors or officers of the Corporation who commence service following adoption of these Bylaws, the rights conferred under this provision shall be present contractual rights and such rights shall fully vest, and be deemed to have vested fully, immediately upon such director or officer commencing service as a director or officer of the Corporation. Any repeal or modification of the foregoing provisions of this Article IX shall not adversely affect any right or protection (i) hereunder of any person in respect of any act or omission occurring prior to the time of such repeal or modification or (ii) under any agreement providing for indemnification or advancement of expenses to an officer or director of the Corporation in effect prior to the time of such repeal or modification.

ARTICLE X - LIMITATIONS OF OWNERSHIP BY NON-CITIZENS

10.1 DEFINITIONS.

For purposes of this Article X, the following definitions shall apply:

(a) “ Act ” shall mean Subtitle VII of Title 49 of the United States Code, as amended, or as the same may be from time to time amended.

(b) “ Beneficial Ownership ,” “ Beneficially Owned ” or “ Owned Beneficially ” refers to beneficial ownership as defined in Rule 13d-3 (without regard to the 60-day provision in paragraph (d)(1)(i) thereof) under the Securities Exchange Act of 1934, as amended.

(d) “ Non-Citizen ” shall mean any person or entity who is not a “citizen of the United States” (as defined in Section 41102 of the Act and administrative interpretations issued by the Department of Transportation, its predecessors and successors, from time to time), including any agent, trustee or representative of a Non-Citizen.

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(e) “ Own or Control ” or “ Owned or Controlled ” shall mean (x) ownership of record, (y) beneficial ownership or (z) the power to direct, by agreement, agency or in any other manner, the voting of Stock. Any determination by the Board of Directors as to whether Stock is Owned or Controlled by a Non-Citizen shall be final.

(f) “ Permitted Percentage ” shall mean 25% of the voting power of the Stock.

(g) “ Stock ” shall mean the outstanding capital stock of the Corporation entitled to vote; provided , however , that for the purpose of determining the voting power of Stock that shall at any time constitute the Permitted Percentage, the voting power of Stock outstanding shall not be adjusted downward solely because shares of Stock may not be entitled to vote by reason of any provision of this Article X.

10.2 LIMITATIONS ON OWNERSHIP.

It is the policy of the Corporation that, consistent with the requirements of the Act, Non-Citizens shall not Own and/or Control more than the Permitted Percentage and, if Non-Citizens nonetheless at any time Own and/or Control more than the Permitted Percentage, the voting rights of the Stock in excess of the Permitted Percentage shall be automatically suspended in accordance with Sections 10.3 and 10.4.

10.3 FOREIGN STOCK RECORD.

The Corporation or its transfer agent shall maintain a separate stock record (the “ Foreign Stock Record ”) in which shall be registered Stock known to the Corporation to be Owned and/or Controlled by Non-Citizens. It shall be the duty of each stockholder to register his, her or its Stock if such stockholder is a Non-Citizen. A Non-Citizen may, at its option, register any Stock to be purchased pursuant to an agreement entered into with the Corporation, as if Owned or Controlled by it, upon execution of a definitive agreement. Such Non-Citizen shall register his, her or its Stock by sending a written request to the Corporation, noting both the execution of a definitive agreement for the purchase of Stock and the anticipated closing date of such transaction. Within ten days of the closing, the Non-Citizen shall send to the Corporation a written notice confirming that the closing occurred. Failure to send such confirmatory notice shall result in the removal of such Stock from the Foreign Stock Record. For the sake of clarity, any Stock registered as a result of execution of a definitive agreement shall not have any voting or other ownership rights until the closing of that transaction. In the event that the sale pursuant to such definitive agreement is not consummated in accordance with such agreement (as may be amended), such Stock shall be removed from the Foreign Stock Record without further action by the Corporation. The Foreign Stock Record shall include (i) the name and nationality of each such Non-Citizen and (ii) the date of registration of such shares in the Foreign Stock Record. In no event shall shares in excess of the Permitted Percentage be entered on the Foreign Stock Record. In the event that the Corporation shall determine that Stock registered on the Foreign Stock Record exceeds the Permitted Percentage, sufficient shares shall be removed from the Foreign Stock Record so that the number of shares entered therein does not exceed the Permitted Percentage. Stock shall be removed from the Foreign Stock Record in reverse chronological order based upon the date of registration therein.

10.4 SUSPENSION OF VOTING RIGHTS.

If at any time the number of shares of Stock known to the Corporation to be Owned and/or Controlled by Non-Citizens exceeds the Permitted Percentage, the voting rights of Stock Owned and/or Controlled by Non-Citizens and not registered on the Foreign Stock Record at the time of any vote or action of the stockholders of the Corporation shall, without further action by the Corporation, be suspended. Such suspension of voting rights shall automatically terminate upon the earlier of the (i) transfer of such shares to a person or entity who is not a Non-Citizen, or (ii) registration of such shares on the Foreign Stock Record, subject to the last two sentences of Section 10.3.

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10.5 CERTIFICATION OF CITIZENSHIP.

(a) The Corporation may by notice in writing (which may be included in the form of proxy or ballot distributed to stockholders in connection with the annual meeting or any special meeting of the stockholders of the Corporation, or otherwise) require a person that is a holder of record of Stock or that the Corporation knows to have, or has reasonable cause to believe has, Beneficial Ownership of Stock to certify in such manner as the Corporation shall deem appropriate (including by way of execution of any form of proxy or ballot of such person) that, to the knowledge of such person:

(i) all Stock as to which such person has record ownership or Beneficial Ownership is Owned and Controlled only by citizens of the United States; or

(ii) the number and class or series of Stock owned of record or Beneficially Owned by such person that is Owned and/or Controlled by Non-Citizens is as set forth in such certificate.

(b) With respect to any Stock identified in response to clause (i)(b) above, the Corporation may require such person to provide such further information as the Corporation may reasonably require in order to implement the provisions of this Article X.

(c) For purposes of applying the provisions of this Article X with respect to any Stock, in the event of the failure of any person to provide the certificate or other information to which the Corporation is entitled pursuant to this Section 10.5, the Corporation shall presume that the Stock in question is Owned and/or Controlled by Non-Citizens.

ARTICLE XI - AMENDMENTS

Subject to the limitations set forth in Section 9.9 of these Bylaws or the provisions of the Corporation’s Certificate of Incorporation, the Board is expressly empowered to adopt, amend or repeal these Bylaws. Any adoption, amendment or repeal of these Bylaws by the Board shall require the approval of a majority of the authorized number of directors. The stockholders also shall have power to adopt, amend or repeal these Bylaws; provided , however , that, in addition to any vote of the holders of any class or series of stock of the Corporation required by law or by the Corporation’s Certificate of Incorporation, such action by stockholders shall require the affirmative vote of the holders of at least sixty-six and two-thirds percent (66-2/3%) of the Voting Stock.

* * * * *

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SPIRIT AIRLINES, INC.

CERTIFICATE OF AMENDMENT AND RESTATEMENT OF BYLAWS

The undersigned hereby certifies that he or she is the duly elected, qualified, and acting Secretary of Spirit Airlines, Inc., a Delaware corporation, and that the foregoing Bylaws, comprising 25 pages, were amended and restated effective as of , 2011 by the Corporation’s board of directors.

IN WITNESS WHEREOF, the undersigned has hereunto executed this certificate on this day of , 2011.

Secretary

Exhibit 4.4

SPIRIT AIRLINES, INC.

SECOND AMENDMENT TO

SECOND AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT

This Second Amendment to Second Amended and Restated Investor Rights Agreement (this “ Amendment ”), dated as of February 1, 2011, is by and among Spirit Airlines, Inc., a Delaware corporation (the “ Company ”), and the undersigned parties with respect to that certain Second Amended and Restated Investor Rights Agreement, dated as of July 13, 2006, by and among (i) the Company, (ii) OCM Spirit Holdings, LLC, a Delaware limited liability company (“ Holdings ”), (iii) OCM Spirit Holdings II, LLC, a Delaware limited liability company (“ Holdings II ”), (iv) OCM Spirit Holdings III, LLC, a Delaware limited liability company (“ Holdings III ”), (v) OCM Spirit Holdings III-A, LLC, a Delaware limited liability company (“ Holdings III-A ”), (vi) OCM Principal Opportunities Fund II, L.P., a Delaware limited partnership (“ POF II ”), (vii) OCM Principal Opportunities Fund III, L.P., a Delaware limited partnership (“ POF III ,” and together with POF II, collectively, the “ POF Investors ”) (viii) POF Spirit Foreign Holdings, LLC, a Delaware limited liability company (“ Foreign Holdings ”) (Holdings, Holdings II, Holdings III, Holdings III-A, the POF Investors and Foreign Holdings are referred to herein, collectively, as “ Oaktree ” or the “ Oaktree Investors ”), (ix) Indigo Florida L.P., a Cayman Islands exempt limited partnership (“ Indigo Florida ”), and Indigo Miramar LLC, a Delaware limited liability company (“ Indigo Miramar ”) (collectively, “ Indigo ” or the “ Indigo Investors ”), (x) the individuals listed on the Schedule of Co-Investors attached thereto (each, a “ Co-Investor ” and, collectively, the “ Co-Investors ”), and (xi) each other Person listed from time to time on a “Schedule of New Securityholders” attached to the Investor Rights Agreement, as amended by that Amendment to Second Amended and Restated Investor Rights Agreement, dated as of July 20, 2010 (as so amended, “ Investor Rights Agreement ”). Capitalized terms used in this Amendment and not otherwise defined shall have the meaning ascribed to them in the Investor Rights Agreement.

RECITALS

WHEREAS , Section 8A of the Investor Rights Agreement provides that the Board of Directors of the Company (the “ Board ”) shall be comprised of ten (10) members, two of whom shall be designated by Indigo Miramar, two of whom shall be designated by Indigo Florida, one of whom shall be designated by POF II, one of whom shall be designated by POF III, one of whom shall be the then-current CEO of the Company, and three of whom shall be designated jointly by Indigo Florida and the POF Investors.

WHEREAS , the Company and the undersigned parties wish to expand the size of the Board to eleven (11) members and provide that the additional member shall be designated jointly by Indigo Florida and the POF Investors.

WHEREAS , pursuant to Section 19A of the Investor Rights Agreement, any provision of the Investor Rights Agreement may be amended, modified or waived if such amendment, modification or waiver is approved in writing by the Company, the Majority Indigo Holders and the Majority Oaktree Holders.

WHEREAS , pursuant to Section 8E of the Investor Rights Agreement, the written consent of the Majority Oaktree Holders, the Majority Indigo Holders and the Majority Indigo Investors shall be required to change the number of members of the Board.

WHEREAS , the undersigned constitute the Company, the Majority Indigo Holders, the Majority Indigo Investors and the Majority Oaktree Holders.

AGREEMENT

NOW, THEREFORE , in consideration of the mutual covenants and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, agree as follows:

1. Amendments to Composition of the Board .

(A) Section 8A(i) of the Investor Rights Agreement is hereby amended to read in its entirety as follows:

“(i) the authorized number of directors on the Company’s Board shall be established at eleven (11) directors, subject to Section 8A(ii)(x) ;”

(B) Section 8A(ii) of the Investor Rights Agreement is hereby amended to read in its entirety as follows:

“(ii) the following persons shall be elected to the Board:

(a) two (2) persons designated by Indigo Florida, who initially shall be Mr. John R. Wilson and Mr. Horacio Scapparone;

(b) two (2) persons designated by Indigo Miramar, each of whom shall be a COUS and who initially shall be Mr. William A. Franke and Mr. Michael J. Lotz (collectively, with the designees set forth in subsection (a) above, the “ Indigo Investor Directors ” and each, individually, an “ Indigo Investor Director ”);

(c) one (1) person designated by POF II and one (1) person designated by POF III (collectively, the “ Existing Investor Directors ” and each, individually, an “ Existing Investor Director ”), each of whom shall be a COUS and who shall initially be Mr. Jordon Kruse (designated by POF II) and Mr. Stuart Oran (designated by POF III);

(d) the then-current CEO of the Company, who shall be a COUS and shall initially be Mr. Benjamin Baldanza (the “ CEO Director ”); and

(e) four (4) persons designated jointly by Indigo Florida and the POF Investors, each of whom shall be a COUS and who shall initially be Mr. David Elkins, Mr. H. McIntyre (Mac) Gardner, Mr. Robert Johnson and Mr. Barclay Jones III (collectively, the “ Majority Directors ” and each, individually, a “ Majority Director ”).”

2. Reference to and Effect on the Investor Rights Agreement . On or after the date hereof, each reference in the Investor Rights Agreement to “this Agreement,” “hereunder,” “herein” or words of like import shall mean and be a reference to the Investor Rights Agreement as amended hereby. No reference to this Amendment need be made in any instrument or document at any time referring to the Investor Rights Agreement, a reference to the Agreement, in any of such to be deemed a reference to the Investor Rights Agreement as amended hereby.

3. Consent and Designation . For the avoidance of doubt, pursuant to Section 8E of the Investor Rights Agreement, each of the undersigned (i) consents to the increase to the authorized number of directors on the Board to eleven (11) directors and (ii) designates each of Mr. David Elkins, Mr. H. McIntyre (Mac) Gardner, Mr. Robert Johnson and Mr. Barclay Jones III as directors to serve as Majority

Directors pursuant to Section 8A(ii)(e) of the Investor Rights Agreement. Pursuant to Section 8A(vi) of the Investor Rights Agreement, the Indigo Investors request and consent to the redesignation of Mr. Barclay Jones III as Majority Director and the appointment of Mr. Michael J. Lotz in his place as an Indigo Investor Director in accordance with this Amendment.

4. No Other Amendments . Except as set forth herein, the Investor Rights Agreement shall remain in full force and effect in accordance with its terms.

5. Counterparts . This Amendment may be executed in any number of counterparts, each of which may be executed by less than all of the parties necessary to give effect to this Amendment, each of which shall be enforceable against the parties actually executing such counterparts, and all of which together shall constitute one instrument. Any signature page delivered electronically or by facsimile (including without limitation transmission by Portable Document Format or other fixed image form) shall be binding to the same extent as an original signature page.

6. Headings . All section headings herein are inserted for convenience only and shall not modify or affect the construction or interpretation of any provisions of this Amendment or the Investor Rights Agreement.

7. Governing Law . This Amendment and all acts and transactions pursuant hereto and the rights and obligations of the parties hereto shall be governed, construed and interpreted in accordance with the laws of the State of Delaware, without giving effect to principles of conflicts of law.

(Signature pages follow)

IN WITNESS WHEREOF, the parties have executed this Amendment as of the date first above written.


SPIRIT AIRLINES, INC.,
a Delaware corporation

By:		/s/ B. Ben Baldanza
Name: B. Ben Baldanza
Title: President and CEO

SIGNATURE PAGE TO SPIRIT AIRLINES, INC. SECOND AMENDMENT TO

SECOND AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT

IN WITNESS WHEREOF, the parties have executed this Amendment as of the date first above written.


OCM SPIRIT HOLDINGS, LLC

By:	Oaktree Capital Management, LLC,
	its managing member

	By:	/s/ Jordon L. Kruse
	Name:
	Title:

	By:
	Name:
	Title:

OCM SPIRIT HOLDINGS II, LLC

By:	Oaktree Capital Management, LLC,
	its managing member

	By:	/s/ Jordon L. Kruse
	Name:
	Title:

	By:
	Name:
	Title:

OCM SPIRIT HOLDINGS III, LLC

By:	Oaktree Capital Management, LLC,
	its managing member

	By:	/s/ Jordon L. Kruse
	Name:
	Title:

	By:
	Name:
	Title:

SIGNATURE PAGE TO SPIRIT AIRLINES, INC. SECOND AMENDMENT TO

SECOND AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT

IN WITNESS WHEREOF, the parties have executed this Amendment as of the date first above written.


OCM SPIRIT HOLDINGS III-A, LLC

By:	Oaktree Capital Management, LLC,
	its managing member

	By:	/s/ Jordon L. Kruse
	Name:
	Title:

	By:
	Name:
	Title:

OCM PRINCIPAL OPPORTUNITIES FUND II, L.P.

By:	Oaktree Capital Management, LLC,
	its managing member

	By:	/s/ Jordon L. Kruse
	Name:
	Title:

	By:
	Name:
	Title:

OCM PRINCIPAL OPPORTUNITIES FUND III, L.P.

By:	Oaktree Capital Management, LLC,
	its managing member

	By:	/s/ Jordon L. Kruse
	Name:
	Title:

	By:
	Name:
	Title:

SIGNATURE PAGE TO SPIRIT AIRLINES, INC. SECOND AMENDMENT TO

SECOND AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT

IN WITNESS WHEREOF, the parties have executed this Amendment as of the date first above written.


POF SPIRIT FOREIGN HOLDINGS, LLC

By:		Oaktree Capital Management, LLC,
		its managing member

By:		/s/ Jordon L. Kruse
Name:
Title:

By:
Name:
Title:

SIGNATURE PAGE TO SPIRIT AIRLINES, INC. SECOND AMENDMENT TO

SECOND AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT

IN WITNESS WHEREOF, the parties have executed this Amendment as of the date first above written.


INDIGO MIRAMAR LLC, a Delaware limited liability company

By:	INDIGO MANAGEMENT LLC, a Delaware limited liability company, its manager

By:	/s/ William A. Franke
	Name: William A. Franke
	Its: Manager

INDIGO FLORIDA, L.P., a Cayman Islands exempted limited partnership

By:	INDIGO PACIFIC PARTNERS L.P.,
	a Cayman Islands exempted limited partnership, its general partner

By:	INDIGO PACIFIC MANAGEMENT LP,
	A Cayman Islands exempted limited partnership, its general partner

By:	INDIGO PACIFIC CAPITAL LLC,
	a Delaware limited liability company, its general partner

By:	INDIGO PACIFIC PARTNERS LLC,
	a Delaware limited liability company, its sole member

By:	/s/ William A. Franke
	Name:	William A. Franke
	Its:	Managing Member

SIGNATURE PAGE TO SPIRIT AIRLINES, INC. SECOND AMENDMENT TO

SECOND AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT

Confidential treatment has been requested for portions of this exhibit. The copy filed herewith omits the information subject to the confidentiality request. Omissions are designated as [*****]. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission.

Exhibit 10.1

V2500 ^®

GENERAL TERMS OF SALE

BETWEEN

IAE INTERNATIONAL AERO ENGINES AG

AND

SPIRIT AIRLINES INC.

***** Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission.

Page 1 of 28

INDEX

Commencement

Recitals


CLAUSE 1	DEFINITIONS

CLAUSE 2	ENGINES AND NON-INSTALLATION ITEMS
	2.1	Intent
	2.2	Agreement to Purchase
	2.3	Type Approval and Changes in Specification
	2.4	Inspection and Acceptance
	2.5	Delivery, Shipping, Title and Risk of Loss or Damage
	2.6	Price
	2.7	Payment

CLAUSE 3	SPARE PARTS PROVISIONS
	3.1	Intent and Term
	3.2	ATA Standards
	3.3	Initial Provisioning
	3.4	Change in Initial Provisioning Data
	3.5	Discontinuance of Initial Provisioning Data
	3.6	Stocking of Spare Parts
	3.7	Lead Times
	3.8	Ordering Procedure
	3.9	Modifications to Spare Parts
	3.10	Inspection
	3.11	Delivery and Packing
	3.12	Prices
	3.13	Payment
	3.14	Purchase by Spirit from Others
	3.15	Conflict

CLAUSE 4	WARRANTIES, GUARANTEES AND LIABILITIES

CLAUSE 5	PRODUCT SUPPORT SERVICES

CLAUSE 6	MISCELLANEOUS
	6.1	Delay in Delivery
	6.2	Patents
	6.3	Credit Reimbursement; Right of Setoff
	6.4	Non-Disclosure and Non-Use
	6.5	Taxes
	6.6	Amendment
	6.7	Assignment
	6.8	Exhibits
	6.9	Headings

Page 2 of 28


	6.10	Law
	6.11	Notices
	6.12	Exclusion of Other Provisions and Previous Understandings
	6.13	Conditions Precedent
	6.14	Termination Events
	6.15	No Construction Against Drafter

EXHIBIT A		CONTRACT SPECIFICATIONS

EXHIBIT B		SCHEDULES
EXHIBIT B-1		AIRCRAFT DELIVERY SCHEDULE
EXHIBIT B-2		PURCHASED ITEMS, PRICE, DELIVERY AND ESCALATION FORMULA

EXHIBIT C		PRODUCT SUPPORT PLAN

*****		*****

***** Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission.

Page 3 of 28

THIS CONTRACT is made this 1st day of March, 2005

BETWEEN

IAE INTERNATIONAL AERO ENGINES AG

a joint stock company organized and existing under the laws of Switzerland, with a place of business at IAE Building, 400 Main Street, M/S 121-10, East Hartford, Connecticut 06108, USA, (hereinafter called “IAE”) and

SPIRIT AIRLINES, INC.

a corporation organized and existing under the laws of the State of Delaware, U.S.A. (hereinafter called “Spirit”), whose principal place of business is at 2800 Executive Way, Miramar, FL 33025

WHEREAS:

A.	Spirit has decided to acquire new A320 family aircraft to be powered by IAE V2500-A5 Propulsion Systems, and

B.	IAE is prepared to supply to Spirit V2500-A5 engines, modules, spare parts, tools, equipment, and product support services for the support and operation of the V2500-A5 Propulsion Systems.

NOW THEREFORE IT IS AGREED AS FOLLOWS:

CLAUSE 1 DEFINITIONS

In this contract (the “Contract”) unless the context otherwise requires:

1.1	“Aircraft” shall mean:

1.1.1

Fifteen (15) V2500 powered aircraft, including the firm purchase of ***** new A319 aircraft (includes ***** A319 purchased aircraft, and ***** A319 aircraft through a sale-leaseback, purchase assignment or other financing arrangement with Singapore Aircraft Leasing Enterprise), powered by new V2524-A5 Propulsion Systems, and ***** new A321 aircraft powered by new V2533-A5 Propulsion Systems (collectively, the fifteen aircraft are the “Purchased Aircraft”), being acquired by Spirit for delivery in accordance with the schedule set forth in Exhibit B-1 hereto; and

1.1.2

***** A320 family leased aircraft, powered by new V2500-A5 Propulsion Systems (collectively, the twenty aircraft are the “ILFC Leased Aircraft”) being leased by Spirit for delivery in accordance with the schedules set forth in Exhibit B-1 hereto; and

***** Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission.

Page 4 of 28

1.1.3

***** A320 family leased aircraft, powered by new V2500-A5 Propulsion Systems (collectively, such aircraft are the “Additional Leased Aircraft”) being leased by Spirit from one or more lessors, for delivery in accordance with the schedule to be set forth in the respective lease agreements, subject to written agreement with IAE ; and

1.1.4

options to purchase ***** new A320 family aircraft powered by new V2500 Propulsion Systems (the “Option Aircraft”) being acquired by Spirit for delivery in accordance with the schedule set forth in Exhibit B-1 hereto; and

1.1.5

rolling options to purchase ***** new A320 family aircraft powered by new V2500 Propulsion Systems (the “Rolling Option Aircraft”) being acquired by Spirit for delivery in accordance with the schedule set forth in Exhibit B-1 hereto.

The above Aircraft deliveries referenced in Section 1.1 and appearing on Exhibit B-1 are subject to the lead times, rescheduling and scheduling rights agreed to between Spirit and IAE in writing (if any), which rights shall be no greater than those appearing in the Aircraft Purchase Agreement or applicable lease agreement.

1.2	“Aircraft Purchase Agreement” shall mean that certain Airbus A320 Family Purchase Agreement between Spirit Airlines, Inc. and AVSA, S.A.R.L. dated as of May 5, 2004 as amended from time to time.

1.3	“Aircraft Manufacturer” or “Airbus” shall mean Airbus S.A.S., a Société par Actions Simplifiée with its registered office at 1 Rond-Point Maurice Bellonte, 31707 Blagnac Cedex, France, together with its successors and assigns.

1.4	“AVSA” shall mean AVSA, S.A.R.L., a société par responsabilité limitée organized and existing under the laws of the Republic of France with its registered office at 2 Rond-Point Maurice Bellonte, 31700 Blagnac, France, together with its successors and assigns.

1.5	“Certification Authority” shall mean the United States Federal Aviation Administration.

1.6	“Certified Limit” shall mean the pressure ratio for the takeoff thrust without exceeding the certified limit for its exhaust gas temperature in accordance with Engine Specification(s) on Exhibit A.

1.7	“Engine(s)” shall mean the IAE V2500 aero engine described in the applicable Specifications.

1.8	“Fleet Hour Agreement” shall mean that certain Fleet Hour Agreement to be dated in March 2005 between Spirit and IAE.

1.9

“FOD” or “Foreign Object Damage” shall mean any damage to any portion of the Engine caused by objects which are not part of the Engine or Engine option equipment, such as birds, stones, hail, ice, runway debris up to three (3) inches in diameter at airports with FOD control programs, and runway gravel.

***** Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission.

Page 5 of 28

1.10	“ILFC Leases” shall mean those certain ***** Aircraft Lease Agreements between Spirit Airlines, Inc. as lessee and International Lease Finance Corporation as lessor dated as of April 30, 2004 as amended from time to time.

1.11	“Initial Provisioning” shall mean the establishment of an initial stock of Spare Parts.

1.12	“Initial Provisioning Data” shall mean information supplied by IAE to Spirit for Initial Provisioning purposes.

1.13	“Initial Provisioning Orders” shall mean orders for Spare Parts for Initial Provisioning purposes.

1.14

“Installation Items” shall mean the Engines described in the Specification together with the modules, accessories, exhaust systems, nacelles and all ancillary equipment therefor which are being supplied pursuant to this Contract for installation on the Aircraft and will be delivered to Spirit, as applicable.

1.15	“Lead Time” shall mean the period specified in the Spare Parts Catalog which represents the minimum time required between acceptance by IAE of an order by Spirit for Supplies and the commencement of delivery of such Supplies to Spirit.

1.16	“Non-Installation Items” shall mean tools and all equipment whatsoever to be supplied pursuant to this Contract for use with the Installation Items and not for installation on the Aircraft.

1.17	“Service Bulletins” shall mean those service bulletins containing advice and instructions issued by IAE to Spirit from time to time in respect of Engines.

1.18	“Spare Engines” shall mean spare V2500 Engines.

1.19	“Spare Parts” shall mean spare parts listed in the Spare Parts Catalog.

1.20	“Spare Parts Catalog” shall mean the catalog published by IAE from time to time providing a description, Lead Time and price for Spare Parts available for purchase from IAE.

1.21	“Specification(s)” shall mean the IAE Engine Specification Nos. IAE S24A5/2, IAE S27A5/2 and IAE S33A5/2 which form Exhibit A to this Contract as the same may be amended, supplemented and/or updated from time to time.

1.22	“Supplies” shall mean Installation Items, Non-Installation Items, Spare Parts and any other goods or services supplied pursuant to this Contract.

1.23	“Vendor Parts” shall mean Spare Parts described in Initial Provisioning Data as accessories which are not manufactured pursuant to the detailed design and direction of IAE.

***** Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission.

Page 6 of 28

CLAUSE 2 SALE OF PURCHASED ITEMS

2.1

Intent

Spirit agrees to purchase the items set forth in Clause 2.2 below.

2.2	Agreement to Purchase Order

2.2.1

Spirit acknowledges to IAE that it has agreed to:

2.2.1.1

purchase from AVSA the Purchased Aircraft;

2.2.1.2

lease from ILFC the ILFC Leased Aircraft;

2.2.1.3

potentially lease from one or more lessors the Additional Leased Aircraft; and

2.2.1.4

procure options from AVSA to purchase the Option Aircraft, in accordance with the delivery schedule and lead times noticed to IAE in writing; and

2.2.1.5

procure rolling options from AVSA to purchase the Rolling Option Aircraft, in accordance with the delivery schedule and lead times noticed to IAE in writing

for delivery with V2500 series engines.

2.2.2

Spirit agrees to enter into a mutually acceptable Fleet Hour Agreement

Spirit has agreed to enter into a mutually acceptable Fleet Hour Agreement with IAE and acknowledges that IAE’s entire financial and technical package to Spirit is predicated on Spirit selecting a Fleet Hour Agreement with IAE. The Fleet Hour Agreement is a comprehensive maintenance plan that covers the maintenance of the V2500 Engines for Spirit’s Aircraft further providing Spirit with assured low maintenance costs, reliability and predictability. IAE agrees to negotiate and enter into a Tripartite Agreement(s) between IAE, Spirit and Spirit’s lessor(s).

2.2.3

Spirit agrees to take the Spare Engine Coverage in Lieu of the Spare Engine Purchase

Spirit has agreed to acquire from IAE the Spare Engine support coverage to support the Aircraft through the Fleet Hour Agreement subject to the negotiation of mutually agreeable terms and rates described in the Fleet Hour Agreement. This Spare Engine coverage is in lieu of the purchase of Spare Engines from IAE.

Page 7 of 28

The Spare Engine coverage is predicated on Spirit having access to a mutually agreed Initial Provisioning list of Spare Parts, subject to change from time to time by mutual agreement.

2.3	Type Approval and Changes in Specification

2.3.1

The Installation Items will be manufactured to the standards set forth in the Specification. After the date of this Contract the Installation Items may be varied from time to time from the standards set forth in the Specification by Change Orders in writing which shall set forth in detail:

2.3.1.1

The changes to be made to the Installation Items; and

2.3.1.2

The effect (if any) of such changes on the Specification (including but not limited to performance, design life and weight), on interchangeability of the Installation Items in the airframe and on prices and dates of delivery of the Installation Items.

Change Orders shall not be binding on either party until signed by IAE and Spirit but upon being so signed shall constitute amendments to this Contract.

2.3.2

IAE may make changes in the Installation Items which do not adversely affect the Specification (including but not limited to performance, design life and weight), the interchangeability of the Installation Items in the airframe, prices or the dates of delivery of the Installation Items. Any such changes shall be documented by Change Orders containing the information described in Clause 2.3.1 above, signed by both Spirit and IAE.

2.3.3

At the time of delivery of the Installation Items by AVSA to Spirit there is to be in existence a Type Approval Certificate issued by the Certification Authority for such Installation Items in accordance with the provisions of the Specification as modified.

2.3.4

The Specification has been drawn with a view to the requirements of the Certification Authority and the official interpretations of such requirements in existence at the date of this Contract. IAE and Spirit agree that they will execute an appropriate Change Order in respect of any change required to the Installation Items to enable such Installation Items to conform to the requirements of the Certification Authority and the official interpretations of such requirements in force at the date of delivery of the Installation Items.

2.3.5

The price of any Change Order is to be paid:

2.3.5.1

in the case of changes required to conform to the Current Rules of the Certification Authority in effect at the time of delivery of an Installation Item - by IAE; and

2.3.5.2

in any other case - by Spirit.

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2.4	Inspection and Acceptance

2.4.1

Conformance of the Installation Items which are Engines and/or any Spare Engine to the Specification as modified will be assured by IAE through the maintenance of procedures, systems and records approved by the Certification Authority. An Export Certificate of Airworthiness or a Certificate of Conformity (as the case may be) will be issued and signed by personnel authorized for such purposes.

2.4.2

Conformance of Non-Installation Items to the Specification as modified will be assured by IAE conformance documentation.

2.4.3

In connection with the purchase by Spirit of any Non-Installation Items, upon delivery of the same pursuant to Clause 2.5.1 below and the issuance of any applicable export permit or IAE conformance documentation pursuant to Clause 2.4.2 above, Spirit shall be deemed to have accepted the Non-Installation Items and that such Non-Installation Items conform to the Specification. Spirit’s acceptance will, however, in no way prejudice its warranty and support rights under this Contract and the Fleet Hour Agreement. IAE shall, upon written request from Spirit and subject to the permission of the appropriate governmental authorities, arrange for Spirit to have reasonable access to the appropriate premises in order to examine the Non-Installation Items prior to the issue of conformance documentation and to witness Engine acceptance tests.

2.4.4

If Spirit unreasonably or wrongfully fails to accept, or otherwise unreasonably or wrongfully hinders delivery, or if IAE, at Spirit’s written request, agrees to delay delivery of any Non-Installation Items, Spirit shall nevertheless pay or cause IAE to be paid therefor as if, for the purposes of payment only, such Non-Installation Items had been delivered.

2.4.5

In any of the cases specified in Clause 2.4.4 above, Spirit shall also pay to IAE such reasonable sum as IAE shall incur in respect of storage, maintenance and insurance of such Non-Installation Items.

2.5	Delivery, Shipping, Title and Risk of Loss or Damage

2.5.1

IAE, acting reasonably, will deliver the Non-Installation Items and other Supplies, at its discretion (acting reasonably and not arbitrarily), either EX Works (INCOTERMS 2000) Connecticut, U. S. A. or Ex Works (INCOTERMS 2000) Derby, England, in accordance with the delivery schedule set out in Exhibit B-2 to this Contract.

2.5.2

Upon such delivery, title to and risk of loss of or damage to the Non-Installation Items and other Supplies as applicable shall pass to Spirit.

2.5.3

Spirit will notify IAE at least four (4) weeks before the scheduled time for delivery of the Non-Installation Items of its instructions as to the marking and shipping of the Non-Installation Items.

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2.6

Price

The Purchase Price for each of the Non-Installation Items shall be the Basic Contract Price, amended pursuant to Clause 2.3 above, and escalated in accordance with the escalation formula contained in Exhibit B-2 to this Contract.

2.7

Payment

2.7.1

Payment in respect of any Non-Installation Items shall be made in United States Dollars.

2.7.2

Spirit undertakes that IAE shall receive the full amount of payments falling due under this Clause 2.7, without any withholding or deduction whatsoever. Notwithstanding the foregoing, Spirit may withhold or deduct a sum if required either to pay taxes based on or measured by the income of IAE or by a valid governmental, judicial or regulatory order. In such case, Spirit shall advise IAE as soon as reasonably practicable of the need to withhold or deduct and Spirit shall cooperate with IAE to remediate such situation.

2.7.3

All payments under this Clause 2.7 shall be made by cable or telegraphic transfer and shall be deposited not later than the due date of payment with:

Bank of America - New York

1185 Avenue of the Americas

New York, NY 10038-4924

Account No.: 2982008199

ABA No.: 021200339

Code: FLTBUS 3B

or as otherwise notified to Spirit in writing from time to time by IAE.

2.7.4

For the purpose of this Clause 2.7 “payment” shall only be deemed to have been made to the extent cleared or good value funds are received in the numbered IAE bank account specified in Clause 2.7.4 above or as otherwise notified to Spirit in writing by IAE.

2.7.5

If Spirit fails to make any payment for any Non-Installation Item on or before the date when such payment is due, then, without prejudice to any of IAE’s other rights, IAE will (a) be entitled to charge interest on the overdue amount, at a rate equal to the greater of ***** or the New York Citibank prime rate plus ***** per annum, from the date such payment was due to the date such payment is made and (b) have the right (but not the obligation) to suspend work on the manufacture of such Non-Installation Item pending the remedy of such failure and to reschedule the date of delivery of such Non-Installation Item following the cure of such failure. Notwithstanding the foregoing, Spirit shall not be liable for interest in respect of any overdue amount which is being contested in good faith.

***** Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission.

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CLAUSE 3 SPARE PARTS PROVISIONS

3.1	Intent and Term

3.1.1

For as long as Spirit owns and operates one or more Aircraft in regular commercial service and is not in breach of any material obligation to IAE under the Contract, IAE shall ensure that reasonably adequate supplies of Spare Parts are available for sale to Spirit under this Contract. In consideration thereof, IAE shall sell to Spirit and, except as hereinafter provided, Spirit shall buy from IAE, on an as-needed basis the following Spare Parts:

3.1.1.1

Spare Parts (except for Vendor Parts) where IAE is the only source of such Spare Parts in an unused condition in quantities sufficient to meet Spirit’s needs; and

3.1.1.2

Vendor parts for which direct supply agreements between the manufacturers of such Vendor Parts and Spirit cannot be reasonably established. Except for the purposes of Initial Provisioning pursuant to Clause 3.3 below, Spirit shall notify IAE in writing not less than the greater of (i) the lead time of the vendor as specified in the respective vendor manual or (ii) three (3) months before scheduled delivery requested by Spirit that Spirit intends to purchase such Vendor Parts from IAE.

In an emergency or upon the reasonable request of Spirit, IAE shall sell to Spirit Vendor Parts which it is not obligated to sell under this Contract, but which it has in stock or otherwise has reasonably available to it.

3.2	ATA Standards

The parties to this Contract shall comply with the requirements of ATA Specifications 2000 (ordering specifications) and 300 (packaging specifications), provided that the parties shall be entitled to negotiate reasonable changes in those procedures or the requirements of those specifications which, if complied with exactly, would result in an undue operating burden or unnecessary economic penalty.

3.3	Initial Provisioning

3.3.1

To assist Spirit’s Initial Provisioning, IAE shall supply Spirit with Initial Provisioning Data in accordance with ATA Specification 2000, subject to Clause 3.2 above.

3.3.2

Details of the format and precise nature of the said Initial Provisioning Data, including the applicable revision numbers of ATA Specification 2000, definition of Spare Parts Categories, and Lead Times, and agreement on technical publications shall be agreed between IAE and Spirit at a preliminary meeting held for this purpose at a time and place to be agreed.

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3.3.3

The Initial Provisioning Data shall cover all Spare Parts, including agreed Vendor Parts, which in IAE’s reasonable opinion may be required for Spirit’s operation of the Installation Items.

3.3.4

Before Spirit places Initial Provisioning Orders, a conference shall be held for the review of Initial Provisioning Data supplied by IAE under Clause 3.3.1 above. The said conference shall be held as soon as possible before first Aircraft delivery and shall be attended by the personnel of each party directly responsible for Initial Provisioning.

3.4	Change In Initial Provisioning Data

IAE shall, free of charge, revise Initial Provisioning Data in accordance with ATA Specification 2000 to take into account any changes which may materially affect provisioning decisions.

3.5	Discontinuance of Initial Provisioning Data

3.5.1

Use of Initial Provisioning Data shall be discontinued on a date to be agreed by the parties hereto, but in any event no later than the date of delivery of the last Aircraft firmly ordered by Spirit as of the date of this Contract.

3.6	Stocking of Spare Parts

As soon as reasonably possible after receipt of IAE’s request, Spirit shall provide IAE with information reasonably required to enable IAE to plan and organize the manufacture and stocking of Spare Parts.

3.7	Lead Times

3.7.1

Spare Parts for Initial Provisioning shall be delivered on or before the dates specified in Spirit’s orders, provided that the dates comply with Lead Times and do not call for delivery more than three (3) months before the scheduled date of delivery of the first Aircraft to Spirit and provided further that delivery of the total Initial Provisioning quantity ordered shall be effected in line with Spirit’s fleet delivery schedule and Aircraft utilization.

3.7.2

Except as herein provided, replenishment Spare Parts shall be delivered within the Lead Times specified in the IAE Spare Parts Catalog, except for certain major Spare Parts designated in the Spare Parts Catalog as being available at prices and Lead Times to be quoted upon request.

3.7.3

If any order for replenishment Spare Parts shall call for a quantity materially in excess of Spirit’s normal requirements, IAE shall notify Spirit and may request a special delivery schedule. If Spirit confirms that the full quantity ordered is required, delivery of the order shall be effected at delivery dates mutually acceptable to IAE and Spirit and the Lead Times shall not apply.

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3.7.4

In an emergency, IAE shall use its reasonable efforts to deliver Spare Parts, including Major Spare Parts, within the time limits specified by Spirit. IAE will provide notice of the action to be taken on such orders within the following time periods from IAE’s receipt of such notice and based on the type of order:

3.7.4.1

AOG (Aircraft on Ground) orders - within 4 hours;

3.7.4.2

Critical (imminent AOG or work stoppage) - within 24 hours;

3.7.4.3

Expedite (less than published or quoted lead time) - within 7 days.

3.8	Ordering Procedure

3.8.1

After receipt of Initial Provisioning Data, Spirit shall place any initial provisioning orders in sufficient time to allow IAE to commence delivery prior to delivery of the first Aircraft. Spirit shall use commercially reasonable efforts to give priority to ordering major items designated in the Initial Provisioning Data.

3.8.2

Subsequent orders for Spare Parts may be placed by Spirit from time to time on an as-needed basis . Spirit shall give IAE as much notice as practicable of any change in its operation, including, but not limited to, changes in maintenance or overhaul arrangements affecting its requirements for Spare Parts, including Vendor Parts.

3.8.3

IAE shall promptly acknowledge receipt of each order for Spare Parts in accordance with ATA Specification 2000 procedure. Unless qualified, such acknowledgment, subject to variation in accordance with Clause 3.7.3 above, shall constitute an acceptance of the order under the terms of this Contract.

3.8.4

If IAE notifies Spirit that certain Spare Parts are customarily packed in standard package quantities (hereinafter called “SPQs”), Spirit’s subsequent orders for such Spare Parts shall be for SPQs or multiples thereof unless otherwise agreed.

3.8.5

Unless Spirit shall have specified “Total Quantity Required” on its orders, IAE shall be entitled to consider an order for inexpensive Spare Parts complete if at least 90% of the quantity ordered is delivered. For the purpose of this Clause the term “inexpensive” shall mean a price listed in the IAE Spare Parts Catalog at less than Ten U.S. Dollars ($10) per unit, but shall be subject to reasonable change by IAE from time to time. IAE shall make the appropriate adjustment to the invoice in the form of a credit to Spirit’s account with IAE in the event the quantity of the order is not completely filled.

3.8.6

Not later than the time of placing Initial Provisioning Orders, Spirit shall provide IAE in writing with full shipping instructions applicable to both initial provisioning orders and to subsequent standard replenishment orders for Spare Parts to be placed by Spirit.

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3.9	Modifications to Spare Parts

3.9.1

IAE shall be entitled to make modifications or changes to the Spare Parts ordered by Spirit hereunder provided that the modification has received the approval of the Certification Authority. IAE shall promptly inform Spirit by means of Initial Provisioning Data and Service Bulletins when such modified Spare Parts (or Spare Parts introduced by a repair scheme) become available for supply hereunder. Notification of such availability shall be given to Spirit before delivery.

3.9.2

Modified Spare Parts shall be substituted for Spare Parts ordered unless the modifications stated in Service Bulletins in the recommended or optional category are considered by Spirit to be unacceptable and Spirit so states in writing to IAE within ninety (90) days of the transmittal date of the applicable Service Bulletin, in which case Spirit shall be entitled to place a single order for Spirit’s anticipated total requirement of pre-modified Spare Parts, at a price and delivery schedule to be agreed.

3.9.3

Unless Spirit notifies IAE in writing under the provisions of Clause 3.9.2 hereof IAE may supply at the expense of Spirit a modification of any Spare Part ordered (including any additional Spare Part needed to ensure interchangeability), provided that the modification has received the approval of the Certification Authority. The delivery of such Spare Parts shall begin on dates indicated by the Service Bulletin. The delivery schedule shall be agreed at the time when orders for modifications are accepted by IAE.

3.9.4

If Spare Parts required for incorporation of a modification are not ordered as a kit, Spirit’s orders must distinguish them from normal replacement Spare Parts in accordance with ATA Specification 2000.

3.10	Inspection

3.10.1

Conformance to the Specification of Installation Items will be assured by IAE through the maintenance of procedures, systems and records approved by the Certification Authority. Conformance documentation will be issued by IAE or its agent to Spirit and signed by personnel authorized by IAE for such purpose.

3.10.2

Conformance of Non-Installation Items will be assured by IAE conformance documentation.

3.10.3

Upon the issue of conformance documentation in accordance with Clauses 3.10.1 or 3.10.2 above, Spirit shall be deemed to have accepted the Installation Items and/or Non-Installation Items, as applicable, and that such Items conform to the applicable specification without prejudice to any of Spirit’s warranty and support rights under this Contract or any other right of Spirit under applicable law.

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3.11	Delivery and Packing

3.11.1

IAE shall deliver Spare Parts and Other Supplies Ex Works (INCOTERMS 2000), Derby, England or Connecticut, U.S.A., as applicable. Shipping documents and invoices shall be in accordance with ATA Specification 2000 unless otherwise required by law.

3.11.2

Upon such delivery, title to and risk of loss of or damage to the Spare Parts and Other Supplies shall pass to Spirit.

3.11.3

In accordance with ATA Specification 2000 requirements, Spirit shall advise IAE at time of order of its instructions as to the marking and shipping of the Spare Parts and Other Supplies.

3.11.4

The packaging of Spare Parts shall normally be in accordance with ATA Specification 300 Category 2 standard and shall be free of charge to Spirit.

3.12

Prices

3.12.1

Subject to Clause 3.7.2 above, prices of all Spare Parts shall be quoted in U.S. Dollars, in the IAE Spare Parts Price Catalog, Initial Provisioning Data, or in individual quotations. Such prices shall represent net unit prices, Ex Works (INCOTERMS 2000), Derby, England or Connecticut, U.S.A., as applicable according to Clause 3.11.1 above.

Prices and Lead Times on IAE Spare Parts Price Catalog or individual quotation are valid for a time speriod as listed on the IAE Spare Parts Catalog or as shown on the quotation.

3.12.2

Prices applicable to each order placed by Spirit hereunder shall be the prices applicable at the time such order is placed plus the applicable lead time, according to the Spare Parts Catalog in effect at the time.

3.12.3

IAE may from time to time reasonably adjust its prices for Spare Parts upon not less than ninety (90) days prior written notice to Spirit, except that prices for Spare Parts quoted in Initial Provisioning Data shall be firm, provided that:

3.12.3.1

Orders are placed within three (3) months of receipt by Spirit of Initial Provisioning Data, and

3.12.3.2

Ordered quantities are agreed in good faith by IAE, and

3.12.3.3

Deliveries are scheduled to be made prior to the scheduled date for delivery of the first Aircraft (as it was scheduled at the date of supply by IAE of Initial Provisioning Data).

If for any reason orders are placed or subsequently rescheduled to specify delivery more than six (6) months after the date of first Aircraft delivery (as it

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was scheduled at the date of supply by IAE of Initial Provisioning Data), then the prices for such items shall be those prices in effect ninety (90) days prior to the scheduled time for delivery of such items against a schedule commensurate with Spirit fleet build up and Aircraft utilization. Notwithstanding the above, individual price errors in the publication of prices may be adjusted without advance notice to Spirit.

IAE shall be bound by the prices set forth in the Spare Parts Catalog absent manifest error.

3.12.4

On request by Spirit, prices of Spare Parts or other materials not included in the Spare Parts Price Catalog shall be quoted within a reasonable time by IAE.

3.13

Payment

3.13.1

Payment for all purchases under this Clause 3 shall be made by Spirit to IAE within ***** days after the date of delivery.

3.13.2

Spirit undertakes that IAE shall receive payment in U.S. Dollars of the full amount of payments falling due under this Clause 3.13, without any withholding or deduction whatsoever. Notwithstanding the foregoing, Spirit may withhold or deduct a sum if required either to pay taxes based on or measured by the income of IAE or by a valid governmental, judicial or regulatory order. In such case, Spirit shall advise IAE as soon as reasonably practicable of the need to withhold or deduct and Spirit shall do cooperate with IAE to remediate such situation.

3.13.3

All payments under this Clause 3.13 shall be made by cable or telegraphic transfer to, and shall be deposited not later than the due date of payment with:

Bank of America - New York

1185 Avenue of the Americas

New York, NY 10038-4924

Account No.: 2982008199

ABA No.: 021200339

Code: FLTBUS 3B

or as otherwise notified from time to time by IAE in writing to Spirit.

3.13.4

For the purpose of this Clause 3.13, payment shall only be deemed to have been made to the extent immediately available funds are received in the account specified in sub-clause 3.13.3 above or as otherwise notified by IAE in accordance with the terms of this Contract.

3.13.5

Notwithstanding Clause 3.13.1 above, payments for all purchases shall be due from Spirit upon delivery, or at IAE’s option prior to delivery of any Spare Parts or Other Supplies upon the occurrence of any of the following events: (a) a receiver or trustee is appointed of any of Spirit’s property, or (b) Spirit files for

***** Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission.

Page 16 of 28

or is adjudicated or voluntarily becomes bankrupt under any bankruptcy or winding up laws or other similar legislation, or (c) Spirit becomes insolvent or makes an assignment for the benefit of creditors, or (d) Spirit is unable to make payment to IAE in accordance with any of Spirit’s material obligations to IAE under this Contract or any other agreement with IAE, or (e) is in material default under any section of this Contract after receipt of written notice of such default and the expiration of any applicable cure period in respect thereof.

3.13.6

If Spirit fails to make any payment for any Spare Parts or Other Supplies on or before the date when such payment is due, then, without prejudice to any other rights set forth herein or under applicable law, IAE will be entitled to charge interest on the overdue amount, at the rate equal to the greater of ***** or the New York Citibank prime rate plus ***** per annum, from the date such payment was due to the date such payment is made. Notwithstanding the foregoing, Spirit shall not be liable for interest in respect of any overdue amount which is being contested in good faith.

3.14	Purchase by Spirit from Others

*****

3.15

Conflict

In the event of any conflict between the provisions of this Contract and the provisions of ATA Specifications 101, 2000 and 300, the provisions of this Contract shall prevail.

CLAUSE 4 WARRANTIES, GUARANTEES AND LIABILITIES

4.1

IAE warrants to Spirit that, at the time of delivery to Spirit, the Supplies delivered will be free of defects in material and manufacture, and will conform to applicable specifications and the rules and regulations of the Certification Authority. IAE’s liability and Spirit’s remedies under this warranty are limited to the repair or replacement, at IAE’s election, of Supplies or parts thereof returned to IAE at the factory of manufacture which are shown to IAE’s reasonable satisfaction to have been defective; provided, that written notice of the defect shall have been given by Spirit to IAE within ninety (90) days after the first operation or use of the Supplies (or if the Supplies are installed in Spirit Aircraft, within ninety (90) days after acceptance of such Aircraft by its operator) but in no event later than one (1) year (except in the case of tools which shall be two (2) years unless otherwise limited by the tool manufacturer’s warranty) after the date of delivery of such Supplies by IAE. Transportation charges for the return of Supplies to IAE pursuant to this Clause 4.1 and their reshipment to Spirit and the risk of loss thereof will be borne by IAE only if the Supplies are returned in accordance with written shipping instructions from IAE and continued by IAE acting reasonably to have been defective at the time of delivery to Spirit.

4.2	In addition, IAE grants and Spirit accepts the following:

*****

***** Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission.

Page 17 of 28

The Service Policies, Warranties and Guarantees referred to in this Clause 4.2 are hereinafter called the “Warranties”. The above Service Policies, Warranties and Guarantees together form Exhibit D to this Contract.

4.3

The parties agree that those of the Warranties set out in Clauses 4.2.1 and 4.2.2 above shall apply to any equipment specified in those Warranties, which are manufactured, supplied or inspected by IAE howsoever and whenever (whether before, on or after the date first above written) acquired by Spirit from whatsoever source including but not limited to any V2500 aero engines and any associated equipment therefor, and any parts for such engines and associated equipment which form part of any Aircraft.

4.4

The Warranties are personal to Spirit and the obligations of IAE thereunder shall only apply insofar as Spirit owns and operates the Supplies covered thereunder. Notwithstanding the foregoing, Spirit shall have the right to assign its rights under (i) the V2500 Engine and Parts Service Policy, (ii) the V2500 Nacelle and Parts Service Policy and (iii) the Non-Installation Items Warranty to any person or entity in connection with any leasing, subleasing, financing or re-financing arrangement or to any Affiliate, with IAE’s consent, not to be unreasonably withheld or delayed. Spirit must at all times continue to be the operator and/ or owner of such Engines. The actual terms of any assignment will be agreed by Spirit and IAE. Any assignment made in violation of this Clause 4.4 or if Spirit ceases to operate or own the Engines shall cause any such assignment to be null and void. “Affiliate” shall mean, as applied to any person or entity, any other person or entity directly or indirectly controlled by, controlling or under common control with such person or entity.

4.5

Spirit shall inform any entity to whom it intends to sell, lease, loan or otherwise dispose of any of the Supplies or equipment referred to in Clause 4.3 above that such entity may request from IAE a direct warranty agreement incorporating those of the Warranties set out in Clauses 4.2.1 and 4.2.2. Spirit shall also use its reasonable endeavors to ensure that such entity shall enter into a direct warranty agreement with IAE prior to delivery of any of the Supplies or such equipment to such entity.

4.6

IAE and Spirit agree that the intent of the Warranties provided in Clause 4.2 is to provide specified benefits or remedies to Spirit as a result of specified events. It is not the intent, however, to duplicate benefits or remedies provided to Spirit by IAE or another source (e.g., another equipment manufacturer or lessor) as a result of the same event or cause. Therefore, notwithstanding the terms of the Warranties, Spirit agrees that it shall not be eligible to receive benefits or remedies from IAE if it stands to receive or has received duplicate benefits or remedies from IAE or another source as a result of the same event or cause. Furthermore, in no event shall IAE be required to provide duplicate benefits to Spirit and any other party such as a leasing company as a result of the same event or cause.

4.7

Spirit accepts that the Warranties granted to Spirit under Clauses 4.1, 4.2 and 4.3 above together with the express remedies provided to Spirit in respect of the Supplies in accordance with this Contract are expressly in lieu of, and Spirit hereby waives, all other remedies, conditions and warranties, expressed or implied including without limitation,

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ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, and all other obligations and liabilities whatsoever of IAE and of its shareholders whether in contract or in tort or otherwise for any defect, deficiency, failure, malfunctioning or failure to function of any item of the Supplies or of the equipment referred to in Clause 4.3 above, howsoever and whenever acquired by Spirit from whatever sources. Spirit agrees that neither IAE nor any of its shareholders shall be liable to Spirit upon any claim therefore or upon any claim howsoever arising out of the manufacture or supply or inspection by IAE or any of its shareholders of any item of the Supplies or of such equipment or any other item of whatever nature, whether in contract or in tort or otherwise, except as expressly provided in the Warranties described herein.

4.8	IAE and Spirit agree that this Clause 4 has been the subject of discussion and negotiation, is fully understood by the parties and the price of the Supplies and other mutual agreements of the parties set forth in this Contract are arrived at in consideration of:

4.8.1

the express Warranties of IAE and Spirit’s rights thereunder; and

4.8.2

the exclusions, waivers and limitations set forth in Clause 4.7 above.

CLAUSE 5 PRODUCT SUPPORT SERVICES

5.1

IAE will make available to Spirit the Product Support Services described in Exhibit C to this Contract. Except when identified in such Exhibit C as being at additional cost or as requiring separate contractual arrangements, such Product Support Services shall be supplied at no additional charge to Spirit and subject to the provisions of this Contract. IAE may delegate the performance of product support services to an affiliated company or any of IAE’s shareholders.

5.2	Spirit will provide to any IAE customer support representative(s) working at its facility, free of charge:

(a)

reasonable, secure office accommodation including furniture and office equipment;

(b)

access to telephone, facsimile and secretarial services; and

(c)

access to such first-aid and emergency assistance as is customarily provided to Spirit’s own employees;

(d)

reasonable airfare, accommodations, and subsistence during any period in which the customer support representative(s) is required by Spirit to travel away from such customer support representative(s)’ normal location at Spirit.

Spirit further agrees and acknowledges that such customer support representatives shall at all times remain employees of IAE and shall, in such capacity, be entitled to reasonable working benefits such as leaves of absence, sick days and holidays as are paid for and

Page 19 of 28

granted by IAE to its employees. However, such leaves shall not interfere with IAE’s provision of the Product Support Services to Spirit, and should any leave for a customer support representative extend beyond forty-five (45) days IAE agrees to provide a substitute representative to ensure continuity of service. Notwithstanding the foregoing, at no time shall any IAE customer support representative be considered an employee or independent contractor of Spirit.

CLAUSE 6 MISCELLANEOUS

6.1	Delay in Delivery

6.1.1

If IAE is hindered or prevented from performing any obligation hereunder including but not limited to delivering any of the Supplies within the time for delivery specified in this Contract (as such time may be extended pursuant to the provisions of this Contract) by reason of:

6.1.1.1

any cause beyond the reasonable control of IAE, or

6.1.1.2

fires, industrial disputes or introduction of modifications required by the Certification Authority

(any such delay an “Excusable Delay”) the time for delivery shall be extended by a period equal to the period for which delivery shall have been so hindered or prevented, and IAE shall not be under any liability whatsoever in respect of such delay.

6.1.2

If, by reason of any of the Excusable Delays embraced by Clause 6.1.1 above, IAE is hindered or prevented from delivering any goods (which are the same as and include the Supplies) to purchasers (including Spirit) then IAE shall have the right to allocate in good faith such goods, as they become available, at its own discretion among all such purchasers and IAE shall not be under any liability whatsoever to Spirit for delay in delivery to Spirit resulting from such allocation by IAE and the time for delivery shall be extended by a period equal to the delay resulting from such allocation by IAE. Notwithstanding the foregoing, should the delivery to Spirit of any Installation Item be delayed more than ***** due to an Excusable Delay, Spirit may terminate the order with respect to the affected Installation Item by giving prior written notice to IAE. Upon receipt of such notice, both Spirit and IAE shall be free from any obligations in respect of such Installation Item except that IAE shall refund to Spirit any deposits made in respect of the purchase price of such Installation Item.

6.1.3

Should IAE inexcusably delay performance of any obligation hereunder including but not limited to delivery of any item of the Supplies beyond the time for delivery specified in this Contract (as such time may be extended pursuant to the provisions of this Contract), then in respect of the first ***** months of such delay, IAE shall not be under any liability whatsoever and thereafter in respect of any further delay in delivery the damages recoverable by Spirit from IAE as

***** Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission.

Page 20 of 28

Spirit’s sole remedy shall be its reasonable actual damages in an amount not to exceed ***** of the purchase price of the item of Supplies so delayed in respect of each month of such further delay (and pro rata for any period of less than one month) subject to an overall maximum of ***** of the purchase price of the item of the Supplies so delayed.

6.1.4

The right of Spirit to claim damages shall be conditional upon Spirit:

(i)

notifying IAE of the existence of its claim in writing within sixty (60) days from the Claim Start Date, and

(ii)

submitting a written claim therefore within ninety (90) days from the Claim Start Date.

The “Claim Start Date” shall be the date on which IAE notifies Spirit that the item of the Supplies so delayed is ready for delivery, or from the date on which Spirit exercises the right of cancellation in respect of such item conferred in accordance with Clause 6.1.5 below, whichever date shall first occur.

6.1.5

Should IAE inexcusably delay performance of any obligation hereunder including but not limited to delivery of any item of the Supplies beyond ***** from the time for delivery specified in this Contract (as such time may be modified pursuant to the provisions of the Aircraft Purchase Agreement, or any of the ILFC Leases or leases for the Additional Leased Aircraft, as applicable and as notified to IAE) then, in addition to the right of Spirit under Clause 6.1.3, Spirit shall be entitled to terminate the order with respect to the affected item on giving IAE notice in writing. Upon receipt of such notice both Spirit and IAE shall be free from any obligation in respect of such item except that IAE shall refund to Spirit any deposits made in respect of the purchase price of such item of the Supplies.

6.2

Patents

6.2.1

IAE shall, subject to the conditions set out in this Clause and as the sole liability of IAE in respect of any claims for infringement of industrial property rights, indemnify and hold Spirit harmless from and against any damages, costs and expenses including legal costs resulting from any claim that the use of any of the Supplies by Spirit within any country to which at the date of such claim the benefits of Article 27 of the Convention on International Civil Aviation of 7th December 1944 (The Chicago Convention) or the International Convention for the Protection of Industrial Property of March 20, 1883 (the Paris Convention) apply, infringes any patent, design, or model duly granted or registered provided, however, that IAE shall not be liable to Spirit for any consequential damage or any loss of use of the Supplies or of the Aircraft in which the Supplies may be incorporated arising as a result directly or indirectly of any such claim.

***** Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission.

Page 21 of 28

6.2.2

Spirit will give prompt notice in writing to IAE of any such claim whereupon IAE shall have the right at its own expense to assume the defense of or to dispose of or to settle such claim in its sole reasonable discretion and Spirit will give IAE all reasonable assistance and will not by any act or omission directly or indirectly prejudice IAE in this connection. IAE shall reimburse Spirit for its reasonable expenses incurred in providing any such assistance.

6.2.3

IAE shall have the right to substitute for any allegedly infringing Supplies substantially equivalent non-infringing supplies.

6.2.4

Should Spirit be prevented from using any of the Supplies due to a claim of infringement of property rights by valid judgment or by settlement between Spirit, IAE and the claimant IAE will, at its expense as soon as possible but in no event more than ninety (90) days from the date of entry of such judgment or settlement either (a) obtain for Spirit the right to use the respective Supply or Supplies free of charge or (b) replace the respective Supply or Supplies with a substantially equivalent non-infringing substitute, if available.

6.2.5

The indemnity contained in Clause 6.2.1 above shall not apply to claims for infringement in respect of (i) Supplies manufactured to the specific design instructions of Spirit; (ii) Supplies not of IAE design (but IAE shall in the event of any claim for infringement pass on to Spirit so far as it has the right to do so the benefits of any indemnity given to IAE by the designer, manufacturer or supplier of such Supplies); (iii) the manner or method in which any of the Supplies is installed in the Aircraft; or (iv) any combination of any of the Supplies with any item or items other than Supplies.

6.3	Credit Reimbursement and Assignment .

6.3.1

If Spirit does not take delivery of the Purchased Aircraft (each Purchased Aircraft, a “Firm Item”) then, without prejudice to IAE’s other rights and remedies under the Contract or otherwise, the value of each and every credit, benefit and other concession received by Spirit pursuant to the Contract (including all Side Letters and amendments thereto) or from IAE via the Aircraft Manufacturer will be adjusted to pro-rata amounts, based on the ratio of the number of Firm Items purchased in accordance with the schedules described in Exhibit B-1 to the Contract to the total number of Firm Items scheduled to have been so purchased. So, for example, if IAE is to issue credits on delivery of each Finn Item and Spirit takes delivery of only half the total number of such Firm Items (whether or not with the consent of the Aircraft Manufacturer) the value of each credit to be issued on the Firm Items actually taken and all other credits (if any) will be reduced by half. Following such adjustment, Spirit will promptly reimburse IAE in an amount equal to *****

***** Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission.

Page 22 of 28

6.3.2

Right of Setoff

IAE shall have the right to set off credits from time to time made available by IAE under the Contract either directly to Spirit (or its affiliates) or via the Aircraft Manufacturer or its affiliates, in respect of the failure by Spirit (or its affiliates), after the expiration of any applicable grace period, to cure any payment default under (a) the Contract or (b) any IAE financing agreement with Spirit for the Aircraft.

6.4	Non-Disclosure and Non-Use

6.4.1

Subject to Clause 6.4.3 below and any legal or governmental requirements of disclosure, each party agrees not to disclose to any third party (other than the disclosing party’s professional advisers who agree to abide in advance by the non-disclosure requirements set forth in this Clause 6.4) any Information which it acquires directly or indirectly from the other party and agrees not to use the same other than for the purpose for which it was disclosed without the written approval of the non-disclosing party. The expression “Information” in this Clause 6.4.1 includes but is not limited to all oral or written information, data, reports, drawings and specifications, and all provisions of this Contract.

6.4.2

Each party shall be responsible for the observance of the provisions of Clause 6.4.1 above by its employees.

6.4.3

The provisions of Clause 6.4.1 above shall not apply to information which is or becomes generally known in the aero engine industry nor shall the provisions of Clause 6.4.1 above prevent any necessary disclosure of information to enable either party to operate, maintain or overhaul Supplies.

6.4.4

Each party shall be responsible for obtaining its own respective required authorizations including any export licenses, import licenses, exchange permits or any other governmental authorizations required in connection with the transactions contemplated under this Contract. Each party shall restrict disclosure of all information and data furnished under this Contract in obtaining such licenses, permits, or authorizations. Each party shall only ship the Supplies and information and data furnished under this Contract to those destinations permitted under such licenses, permits, or authorizations

6.4.5

In the event that any of the Information as described in Clause 6.4.1 is required to be disclosed by either party through a valid governmental, judicial or regulatory agency order, the disclosing party agrees to advise the other in writing of the need for disclosure and to limit the disclosure to only those portions of the Information specifically required to be disclosed by such order, and to maintain the confidentiality of as much of the Information as legally possible.

6.5

Taxes

6.5.1

Subject to Clause 6.5.2 below, IAE shall pay all imposts, duties, fees, taxes and other like charges levied by the governments of the United Kingdom, the United

Page 23 of 28

States of America, the Federal Republic of Germany, and Japan or any agency thereof in connection with the Supplies assessed or accrued prior to their delivery to Spirit.

6.5.2

All amounts stated to be payable by Spirit pursuant to this Contract exclude any value added tax, sales tax or taxes on turnover or other similar tax. In the event that the supply of goods or services under this Contract is chargeable to any value added tax, sales tax or other similar tax, such tax will be borne by Spirit. To ensure so far as possible that Spirit is not charged with European Community value added tax (“VAT”), Spirit will within 30 days of signature hereof, inform IAE of its VAT Code (if any) for inclusion on IAE’s invoices.

6.5.3

Spirit shall pay all other imposts, duties, fees, taxes and other like charges by whomsoever levied.

6.5.4

Notwithstanding the foregoing, Spirit shall have no liability to IAE for any tax or taxes levied on IAE in connection with its gross income, or any franchise, turn-over or other similar tax or any tax levied on IAE relating to its business activities generally and not specifically arising out of or in connection with the transactions contemplated hereby.

6.5.5

In addition to the foregoing, IAE agrees to cooperate with Spirit in order to minimize the impact of any tax liability arising from the transactions hereunder.

6.6

Amendment

This Contract shall not be amended in any way other than by written agreement by the parties on or after the date of this Contract, which agreement is expressly stated to amend this Contract.

6.7	Assignment

Except as provided under Clauses 4.4 and 4.5 above, neither party may assign any of its rights or obligations hereunder without the written consent of the other party (except that IAE may assign its rights to receive money hereunder or its rights and obligations, or a portion thereof, to any wholly owned subsidiary of IAE or to any of IAE’ s shareholders. In the event that IAE assigns its rights and obligations to a wholly owned subsidiary, or shareholder, IAE shall remain responsible to remedy any non-performance). Any assignment made in violation of this Clause 6.7 shall be null and void.

6.8

Exhibits

In the event of any unresolved conflict or discrepancy between the Exhibits (which are hereby expressly made a part of this Contract) and Clauses of this Contract then the Clauses shall prevail.

Page 24 of 28

6.9

Headings

The Clause headings and the Index do not form a part of this Contract and shall not govern or affect the interpretation of this Contract.

6.10

Law

This Contract shall be subject to and interpreted and construed in accordance with the laws of the State of Connecticut, United States of America (excluding its conflicts of law provisions). The parties agree to exclude the application of the United Nations Convention on Contracts for the International Sale of Goods (1980).

6.11

Notices

Any notice to be served pursuant to this Contract shall be in the English language and is to be sent by certified mail, recognized international carrier or facsimile (with confirmation copy by any of the other means) to:

In the case of IAE:

IAE International Aero Engines AG

400 Main Street, M/S 121-10,

East Hartford, Connecticut 06108, USA

Facsimile No. 860-565-5220

Attention: Chief Legal Officer and Company Secretary

In the case of Spirit:

Spirit Airlines Inc.

2800 Executive Way

Miramar, Florida 33025

Facsimile No. (954) 447-7854

Attention: Legal Department

or in each case to such other place of business as may be notified from time to time by the receiving party.

6.12	Exclusion of Other Provisions and Previous Understandings

6.12.1

This Contract, together with any Side Letters thereto, the Fleet Hour Agreement and the Standard Terms of Business for Lease of V2500 Engines Between IAE International Aero Engines AG and Spirit Airlines, Inc., contains the only agreement between IAE and Spirit governing the sale and purchase of the Supplies and shall apply to the exclusion of any other provisions on or attached to or otherwise forming part of any order form to IAE from Spirit, or any acknowledgment or acceptance to Spirit by IAE, or of any other document which may be issued by either party to the other relating to the sale and purchase of the Supplies.

Page 25 of 28

6.12.2

The parties agree that neither of them have placed any reliance whatsoever on any representations, agreements, statements or understandings made prior to the signature of this Contract, whether orally or in writing, relating to the Supplies, other than those expressly incorporated in this Contract, which has been negotiated on the basis that its provisions represent their entire agreement solely between IAE and Spirit relating to the Supplies and shall supersede all such representations, agreements, statements and understandings.

6.13	Conditions Precedent

During the term of this Contract, the obligations of IAE to provide, or cause to be provided Supplies or any other benefits to Spirit pursuant to the terms hereof, shall be subject to the non-existence of any of the following events on the date when such Supplies or benefits become due, and should any such event then exist IAE shall be under no obligation to provide, or cause to be provided any Supplies or any other benefits to Spirit:

(a)

A continuing event of default (taking into account any applicable grace period) by Spirit in (x) the payment of any amount under the Contract (including any exhibits and letter agreements thereto), ***** or

(b)

Any event that is a Termination Event or would be a Termination Event, but for lapse of time, shall have occurred.

6.14	Termination Events

(a)

Any of the following shall constitute a “Termination Event” under this Contract:

(i)

Spirit commences any case, proceeding or other action with respect to Spirit or its property in any jurisdiction relating to bankruptcy, insolvency, reorganization, dissolution, liquidation, winding-up, or relief from, or with respect to, or readjustment of, debts or obligations;

(ii)

Spirit seeks the appointment of a receiver, trustee, custodian or other similar official for Spirit for all or substantially all of its assets, or Spirit makes a general assignment for the benefit of its creditors;

(iii)

Spirit otherwise becomes the object of any case, proceeding or action of the type referred to in the preceding clauses (i) or (ii) which remains unstayed, undismissed or undischarged for a period of sixty (60) days;

(iv)

An action is commenced against Spirit seeking issuance of a warrant of attachment, execution, distraint or similar process against all or substantially all of its assets which remains unstayed, undismissed or undischarged for a period of sixty (60) days;

***** Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission.

Page 26 of 28

(v)

A continuing event of default (taking into account any applicable grace period) by Spirit on any payment of principal or interest on any indebtedness hereunder or in the payment of any guarantee obligation hereunder *****

(vi)

Failure to take the Aircraft in accordance with the delivery schedule attached hereto, subject to any rescheduling rights granted by IAE, if any.

In the event of the occurrence of a Termination Event, Spirit shall be deemed to be in material breach of this Contract, and IAE shall at its option have the right to resort to any remedy under applicable law, including, without limitation, the right by written notice, effective immediately, to terminate this Contract; provided that, no such notice need be delivered, and this Contract shall automatically terminate upon the occurrence of a Termination Event specified in sub-Clause (i),(ii) or (iii).

(b) Spirit shall have the option, at its sole discretion, to terminate this Contract in whole or in part, upon the occurrence of any of the following events:

(i)

IAE commences any case, proceeding or other action with respect to IAE or its property in any jurisdiction relating to bankruptcy, insolvency, reorganization, dissolution, liquidation, winding-up, or relief from, or with respect to, or readjustment of, debts or obligations;

(ii)

IAE seeks the appointment of a receiver, trustee, custodian or other similar official for IAE for all or substantially all of its assets, or IAE makes a general assignment for the benefit of its creditors;

(iii)

IAE otherwise becomes the object of any case, proceeding or action of the type referred to in the preceding clauses (i) or (ii) which remains unstayed, undismissed or undischarged for a period of sixty (60) days;

(iv)

An action is commenced against IAE seeking issuance of a warrant of attachment, execution, distraint or similar process against all or substantially all of its assets which remains unstayed, undismissed or undischarged for a period of sixty (60) days;

(v)

A continuing event of default (taking into account any applicable grace period) by IAE on any payment of principal or interest on any indebtedness hereunder or in the payment of any guarantee obligation hereunder *****

6.15	No Construction Against Drafter

This Contract has been the subject of detailed negotiation between the parties. If an ambiguity or question of intent arises with respect to any provision of this Contract, this Contract will be construed as if drafted jointly by IAE and Spirit and no presumption or burden of proof will arise favoring or disfavoring either party by virtue of authorship of any of the provisions of this Contract.

***** Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission.

Page 27 of 28

IN WITNESS WHEREOF the parties hereto have caused this Contract to be signed on their behalf by the hands of their authorized officers the day and year first before written:


For IAE INTERNATIONAL AERO ENGINES AG	By:	/s/ Randy L Nason
	Its:	Director & GM Customer Business

For SPIRIT AIRLINES, INC.	By:	/s/ John R. Severson
	Its:	EVP & CFO

Page 28 of 28

EXHIBIT A

EXHIBIT A-1

V2500 TURBOFAN ENGINE MODEL SPECIFICATION


FAA Commercial Type Certificate E4ONE		Model V2524 -A5
		Spec. No. IAE S24A5/2

SEA LEVEL STATIC RATINGS

(See General Notes)


		Net Thrust lb

Take-off Rating (5 min)		24,480
Maximum Continuous Rating		19,200

DESCRIPTION

Type - Dual rotor, axial flow, high bypass turbofan, single-stage fan, four-stage low compressor, ten-stage high pressure compressor, annular combustor, two-stage high pressure turbine, five-stage low pressure turbine.

Installation Drawing No. 4W6199. The Engine Installation Drawing shows the Engine envelope and provides dimensions and data for the engine installation interfaces.

FUEL AND OIL


Fuel - Specification:		MIL-T-5624, MIL-T-83133 or ASTM-D-1655
Oil - Specification:		MIL-L-23699 Type II
Oil Consumption:		Maximum (as measured over a 10-hour period) 0.15 U.S. gal/hr

STANDARD EQUIPMENT

(Included in Engine Price)

FUEL SYSTEM AND CONTROL SYSTEM COMPRISING:

LP/HP Fuel Pump, Fuel Filter Element, Fuel Temperature Sensor, Fuel Diverter/Back to Tank Valve, Fuel Distribution Valve, P2T2 Probe, Relay Box, Electronic Engine Control, Dedicated Generator, P4.9 Sensors and Manifold, Woodward Governor Company Fuel Metering Unit, Fuel Supply Pipe.

IGNITION SYSTEM COMPRISING:

Ignition Exciter, Igniter Plug, Ignition Lead (2 each).

AIR SYSTEM COMPRISING:

No. 4 Bearing Compartment Heat Exchanger, HP/LP Active Clearance Control Valve, Active Clearance Control Valve Actuator, LP Compressor Bleed Valve Master Actuator, LP Compressor Bleed Valve Slave Actuator, Variable Stator Vane Actuator, HP Compressor Bleed Valves, HP Compressor Bleed Valve Solenoids.

ENGINE INDICATING SYSTEM COMPRISING:

Exhaust Gas Temperature (EGT) Thermocouples, EGT Harness and Junction Box.

OIL SYSTEM COMPRISING:

Oil Tank, Air Cooled Oil Cooler, Fuel Cooled Oil Cooler, Pressure Oil Filter Element, Air Cooled Oil Cooler Modulating Valve, Scavenge Oil Filter Housing Assembly and Element, No. 4 Bearing Compartment Scavenge Valve, No. 4 Bearing Scavenge Pressure Transducer, IDG Fuel Cooled Oil Cooler.

MISCELLANEOUS:

Electrical EEC Harnesses - Fan and Core, Nose Spinner, PART - Drains, If Intertwined With Engine parts, Airframe Accessory Mounting Pads and Drives, PART - Brackets on Working Flanges for attachment of Aircraft Equipment and EBU, PART - IDG Piping, where Intertwined with Engine Parts - Enhanced Engine Condition Monitoring Instrumentation.

ADDITIONAL EQUIPMENT

Available at Increased Price

Engine Storage Bag

Engine Transportation Stand

Items of ADDITIONAL EQUIPMENT should be ordered at the time of engine procurement in order to assure availability of this equipment at the time of engine shipment.

GENERAL NOTES

The specified Sea Level Static Ratings are ideal and are based on U.S. Standard Atmosphere 1962 conditions, the specified fuel and oil, an ideal inlet pressure recovery, no fan or compressor air bleed or load on accessory drives, a mixed exhaust system having no internal pressure losses and with a mixed primary nozzle velocity coefficient equal to 1.0.

Take-off rating is the maximum thrust certified for take-off operation. Take-off thrust is available at and below ISA + 40°C (72°F) ambient temperatures.

Maximum Continuous Rating is the maximum thrust certified for continuous operation. The specified thrust is available at and below ISA + 10°C (18°F) ambient temperature.

Maximum Climb Rating is the maximum thrust approved for normal climb operation.

Maximum Cruise Rating is the maximum thrust approved for normal cruise operation.

Unless otherwise specified, engines will be supplied with the STANDARD EQUIPMENT listed.

EXHIBIT A-2

V2500 TURBOFAN ENGINE MODEL SPECIFICATION


FAA Commercial Type Certificate E4ONE		Model V2527 - A5
		Spec. No. IAE S27A5/2

SEA LEVEL STATIC RATINGS

(See General Notes)


		Net Thrust lb

Take-off Rating (5 min)		24,800
Maximum Continuous Rating		22,240

DESCRIPTION

Installation Drawing No. 4W6199. The Engine Installation Drawing shows the Engine envelope and provides dimensions and data for the engine installation interfaces.

FUEL AND OIL


Fuel - Specification:		MIL-T-5624, MIL-T-83133 or ASTM-D-1655
Oil - Specification:		MIL-L-23699 Type II
Oil Consumption:		Maximum (as measured over a 10-hour period) 0.15 U.S. gal/hr

STANDARD EQUIPMENT

(Included in Engine Price)

FUEL SYSTEM AND CONTROL SYSTEM COMPRISING:

IGNITION SYSTEM COMPRISING:

Ignition Exciter, Igniter Plug, Ignition Lead (2 each).

AIR SYSTEM COMPRISING:

No. 4 Bearing Compartment Heat Exchanger, HP/LP Active Clearance Control Valve, Active Clearance Control Valve Actuator,LP Compressor Bleed Valve Master Actuator, LP Compressor Bleed Valve Slave Actuator, Variable Stator Vane Actuator, HP Compressor Bleed Valves, HP Compressor Bleed Valve Solenoids.

ENGINE INDICATING SYSTEM COMPRISING:

Exhaust Gas Temperature (EGT) Thermocouples, EGT Harness and Junction Box.

OIL SYSTEM COMPRISING:

MISCELLANEOUS:

Electrical EEC Harnesses - Fan and Core, Nose Spinner, PART - Drains, If Intertwined With Engine parts, Airframe Accessory Mounting Pads and Drives, PART - Brackets on Working Flanges for attachment of Aircraft Equipment and EBU, PART - IDG Piping, where Intertwined with Engine Parts- Enhanced Engine Condition Monitoring Instrumentation.

ADDITIONAL EQUIPMENT

Available at Increased Price

Engine Storage Bag

Engine Transportation Stand

Items of ADDITIONAL EQUIPMENT should be ordered at the time of engine procurement in order to assure availability of this equipment at the time of engine shipment.

GENERAL NOTES

Take-off rating is the maximum thrust certified for take-off operation. Take-off thrust is available at and below ISA + 31°C (56°F) ambient temperatures.

Maximum Continuous Rating is the maximum thrust certified for continuous operation. The specified thrust is available at and below ISA + 10°C (18°F) ambient temperature.

Maximum Climb Rating is the maximum thrust approved for normal climb operation.

Maximum Cruise Rating is the maximum thrust approved for normal cruise operation.

Unless otherwise specified, engines will be supplied with the STANDARD EQUIPMENT listed.

EXHIBIT A-3

V2500 TURBOFAN ENGINE MODEL SPECIFICATION


FAA Commercial Type Certificate E4ONE		Model V2533 - A5
		Spec. No. IAE S33A5/2

SEA LEVEL STATIC RATINGS

(See General Notes)


		Net Thrust lb

Take-off Rating (5 min)		31,600
Maximum Continuous Rating		26,950

DESCRIPTION

Installation Drawing No. 4W6199. The Engine Installation Drawing shows the Engine envelope and provides dimensions and data for the engine installation interfaces.

FUEL AND OIL


Fuel - Specification:		MIL-T-5624, MIL-T-83133 or ASTM-D-1655
Oil - Specification:		MIL-L-23699 Type II
Oil Consumption:		Maximum (as measured over a 10-hour period) 0.15 U.S. gal/hr

STANDARD EQUIPMENT

(Included in Engine Price)

FUEL SYSTEM AND CONTROL SYSTEM COMPRISING:

IGNITION SYSTEM COMPRISING:

Ignition Exciter, Igniter Plug, Ignition Lead (2 each).

AIR SYSTEM COMPRISING:

ENGINE INDICATING SYSTEM COMPRISING:

Exhaust Gas Temperature (EGT) Thermocouples, EGT Harness and Junction Box.

OIL SYSTEM COMPRISING:

MISCELLANEOUS:

ADDITIONAL EQUIPMENT

Available at Increased Price

Engine Storage Bag

Engine Transportation Stand

Items of ADDITIONAL EQUIPMENT should be ordered at the time of engine procurement in order to assure availability of this equipment at the time of engine shipment.

GENERAL NOTES

Take-off rating is the maximum thrust certified for take-off operation. Take-off thrust is available at and below ISA + 15°C (27°F) ambient temperatures.

Maximum Continuous Rating is the maximum thrust certified for continuous operation. The specified thrust is available at and below ISA + 10°C (18°F) ambient temperature.

Maximum Climb Rating is the maximum thrust approved for normal climb operation.

Maximum Cruise Rating is the maximum thrust approved for normal cruise operation.

Unless otherwise specified, engines will be supplied with the STANDARD EQUIPMENT listed.

EXHIBIT B

SCHEDULES

SPIRIT DELIVERY SCHEDULE

Exhibit B-1 Aircraft Engine Delivery Schedule

Exhibit B-2 Purchased Items, Price, Escalation Formula And Delivery

THIS DOCUMENT CONTAINS INFORMATION PROPRIETARY TO IAE

Page 1 of 7

EXHIBIT B-1

AIRCRAFT DELIVERY SCHEDULE

ILFC Aircraft

Aircraft:


A/C Model	YEAR	MONTH
1. *****	*****	*****
2. *****	*****	*****
3. *****	*****	*****
4. *****	*****	*****
5. *****	*****	*****
6. *****	*****	*****
7. *****	*****	*****
8. *****	*****	*****

9. *****	*****	*****
10. *****	*****	*****
11. *****	*****	*****
12. *****	*****	*****
13. *****	*****	*****
14. *****	*****	*****

15. *****	*****	*****
16. *****	*****	*****
17. *****	*****	*****
18. *****	*****	*****
19. *****	*****	*****
20. *****	*****	*****

***** Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission.

THIS DOCUMENT CONTAINS INFORMATION PROPRIETARY TO IAE

Page 2 of 7

***** Option Aircraft

Aircraft:


A/C Model	YEAR	QUARTER
1. *****	*****	*****
2. *****	*****	*****
3. *****	*****	*****
4. *****	*****	*****
5. *****	*****	*****
6. *****	*****	*****

7. *****	*****	*****
8. *****	*****	*****
9. *****	*****	*****
10. *****	*****	*****
11. *****	*****	*****
12. *****	*****	*****

13. *****	*****	*****
14. *****	*****	*****
15. *****	*****	*****
16. *****	*****	*****
17. *****	*****	*****
18. *****	*****	*****

19. *****	*****	*****
20. *****	*****	*****
21. *****	*****	*****
22. *****	*****	*****
23. *****	*****	*****
24. *****	*****	*****
25. *****	*****	*****

***** Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission.

THIS DOCUMENT CONTAINS INFORMATION PROPRIETARY TO IAE

Page 3 of 7

Purchased Aircraft

Aircraft:


A/C Model	YEAR	MONTH
1. *****	*****	*****
2. *****	*****	*****
3. *****	*****	*****
4. *****	*****	*****

5. *****	*****	*****
6. *****	*****	*****
7. *****	*****	*****
8. *****	*****	*****
9. *****	*****	*****

10. *****	*****	*****
11. *****	*****	*****
12. *****	*****	*****
13. *****	*****	*****

14. *****	*****	*****
15. *****	*****	*****

***** Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission.

THIS DOCUMENT CONTAINS INFORMATION PROPRIETARY TO IAE

Page 4 of 7

EXHIBIT B2

PURCHASED ITEMS, PRICE,

ESCALATION FORMULA AND DELIVERY

A. PURCHASED ITEMS, PRICE:

*****

***** Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission.

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EXHIBIT B-2 (Con’t)

IAE ESCALATION FORMULA

1.	Any unit base price or other sum expressed to be subject to escalation from a base month to a month of delivery or other date of determination in accordance with the IAE Escalation Formula will be subject to escalation in accordance with the following formula:

*****

The quarterly value published for the Employment Cost Index will be deemed to apply to each month of the quarter.

The Labor Ratio is the “Employment Cost Index (ECI) Wages and Salaries for Aircraft Manufacturing, SIC Code 3721” as published by the Bureau of Labor Statistics, U.S. Department of Labor for the arithmetic average of the fifth, sixth and seventh months (rounded to the nearest tenth) preceding the month of scheduled delivery; divided by the value of SIC Code 3721 for the arithmetic average of the fifth, sixth and seventh months (rounded to the nearest tenth) preceding the base month.

The Material Ratio is the “Producer Price Indexes, Industrial Commodities”, as published by the Bureau of Labor Statistics, U.S. Department of Labor, for the arithmetic average of the fifth, sixth and seventh months (rounded to the nearest tenth) preceding the month of scheduled delivery; divided by the value for Industrial Commodities for the arithmetic average of the fifth, sixth and seventh months (rounded to the nearest tenth) preceding the base month.

***** Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission.

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If the U.S. Department of Labor changes the base year for determination of the Index values as defined above or revises the methodology used for the determination of the values to be used to determine the CPI or, for any reason, has not released values needed to determine the CPI, IAE, in its sole discretion, shall select a substitute for such values from data published by the Bureau of Labor Statistics or otherwise make revisions to the escalation formula such that the escalation will as closely as possible approximate the result that would have been attained by continuing the use of the original escalation formula and values as they may have fluctuated during the applicable time period.

3.	The invoiced purchase price or final escalated sum, which in no event shall be less than the unit base price, shall be the final price or final escalated sum.

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EXHIBIT C

PRODUCT SUPPORT PLAN

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PRODUCT SUPPORT

FOR THE

V2500 ENGINE

IAE INTERNATIONAL AERO ENGINES AG

Issue No. 7

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TABLE OF CONTENTS


1.	INTRODUCTION		46

2.	CUSTOMER SUPPORT		47
	2.1	Customer Support Manager
	2.2	Customer Support Representatives
	2.3	Customer Training
	2.4	Engine Maintenance Management
	2.5	Operations Monitoring
	2.6	Special Programs

3.	BUSINESS SUPPORT		51
	3.1	Engine Warranty Services
	3.2	Maintenance Center Support
	3.3	Maintenance Facilities Planning Service
	3.4	Engine Reliability and Economic Forecasts
	3.5	Logistics Support Studies
	3.6	Lease Engine Program

4.	TECHNICAL SERVICES		54
	4.1	Technical Services
	4.2	Powerplant Maintenance
	4.3	Customer Performance
	4.4	Diagnostic Systems
	4.5	Human Factors
	4.6	Flight Operations
	4.7	Repair Services
	4.8	Tooling and Support Equipment Services
	4.9	Product Support Technical Publications

5.	SPARE PARTS		65
	5.1	Spare Parts Support

PRODUCT SUPPORT

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1.0	INTRODUCTION

IAE International Aero Engines AG (IAE) will make the following support personnel and services available to Spirit (or sometimes referred to as the “Operator”): Flight Operations, Customer Performance, Customer Support Representatives, Customer Maintenance Support, Technical Services, Powerplant Maintenance, Service Data Analysis, Human Factors, Repair Services, Warranty Administration, Maintenance Facilities Planning, Tooling and Support Equipment Services, Product Support Technical Publications, Customer Training, Spare Parts Support and Maintenance Center Support. These services are provided ***** except as noted in the descriptions below, may be purchased from IAE.

To make these support services readily available to Spirit, in the most efficient manner, the Customer Support Group has been established and assigned primary responsibility within IAE for customer liaison. A Customer Support Manager is assigned to maintain direct liaison with Spirit. A description of the various product support services available to Spirit follows.

IAE reserves the right to withdraw or modify the services described herein at any time at its sole discretion. No such withdrawal or modification shall diminish the level of services and support which Spirit may be entitled to receive with respect to V2500 engines for which an order has been made with IAE or with respect to aircraft with installed V2500 engines for which a firm order has been placed with the aircraft manufacturer, prior to the announcement of any such withdrawal or modification.

All capitalized terms not defined herein shall have the definitions ascribed to them in the Contract.

PRODUCT SUPPORT

***** Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission.

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2.0	CUSTOMER SUPPORT

2.1

CUSTOMER SUPPORT MANAGER

The Customer Support Manager provides a direct liaison between Spirit’s Engineering, Maintenance, Operations, Logistics, Commercial and Financial organizations and the corresponding functions within IAE. The Customer Support Manager assigned to Spirit is responsible for coordinating and monitoring the effort of the Product Support Department functional organization to achieve timely and responsive support for the airline.

The Customer Support Manager shall provide the following specific services to Spirit:

Readiness Program and planning prior to entry into service (“EIS”)

Technical recommendations and information.

Engine Maintenance Management Plans

Refurbishment, Modification and Conversion program planning assistance.

Coordination of customer repair, maintenance and logistics requirements with the appropriate Product Support functional groups.

Assist with critical engine warranty/service policy claims.

The Customer Support Manager will represent Spirit in IAE internal discussions to ensure that the best interests of Spirit and IAE are considered when making recommendations to initiate a program, implement a change or improvement in the V2500 engine.

2.2

CUSTOMER SUPPORT REPRESENTATIVE(S)

IAE Customer Support Representative(s) shall provide the following services to Spirit:

24 Hour Support

Maintenance Action Recommendations

Daily Reporting on Engine Technical Situations

Training

Service Policy Preparation Assistance

Prompt Communication with IAE

2.2.1

Engine Maintenance Support Service:

Customer Support Representatives shall assist Spirit personnel in the necessary preparation for engine operation and maintenance. The Representative, teamed with a Customer Support Manager will work

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closely with the Aircraft Manufacturer’s support team particularly during the initial period of aircraft operation. Representatives are in frequent contact with the IAE offices on technical matters. Information and guidance received from the home office shall be transmitted promptly to Spirit which will allow Spirit to share in all related industry experience.

The practice permits immediate use of the most effective procedures and avoidance of unsuccessful techniques. The IAE office contact ensures that IAE Representatives know, in detail, the latest and most effective engine maintenance procedures and equipment being used for maintenance and overhaul of V2500 engines. They shall offer technical information and recommendations to Spirit’s personnel on all aspects of maintenance, repair, assembly, balancing, testing, and spare parts support of IAE.

2.2.2

On The Job Training:

Customer Support Representatives will conduct on-the-job training for Spirit’s maintenance personnel. This training continues until the maintenance personnel have achieved the necessary level of proficiency. Training of new maintenance personnel will be conducted on a continuing basis.

2.2.3

Service Policy Administration:

Customer Support Representatives will provide administrative and technical assistance in the application of the IAE Engine and Parts Service Policy to ensure expeditious and accurate processing of Spirit’s claims.

2.3

Customer Training:

2.3.1

IAE Customer Training shall offer Spirit the following support:

Technical Training at Purpose Built Facilities

On-site Technical Training

Technical Training Consulting Service

Training Aids and Materials

2.3.2

Training Program:

The IAE Customer Training Center has an experienced full-time training staff which shall conduct formal training programs in English for Spirit’s maintenance, training and engineering personnel. The standard training programs are designed to prepare Spirit personnel, prior to the delivery of the first aircraft, to operate and maintain the installed engines. Standard courses in engine operation, line maintenance, modular maintenance, performance and trouble-shooting are also available throughout the

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production life of the engine. The courses utilize the latest teaching technology, training aids and student handouts. IAE Customer Support will coordinate the scheduling of specific courses as required. The following is the curriculum of standard courses available. On-site technical training, technical training consulting services and customized courses shall be provided upon Spirit’s request and subject to separate contractual arrangements.

2.3.3

General V2500 Familiarization:

This two day course is designed for experienced gas turbine personnel who will be responsible for planning, provisioning and maintenance of the V2500 engine. This course is also designed to appropriately familiarize key staff, supervisory and operations planning personnel and flight crews. Discussions are concentrated in the following subject areas:

Engine construction features internal and external hardware.

Engine systems operation, major components accessibility for removal/replacement.

Operational procedures

Performance characteristics

Maintenance concepts, repair and replacement requirements and special tooling.

The course is normally conducted in preparation for fleet introductory discussions in the provisioning of spares and tooling, training and line maintenance areas to acquaint the customer with the engine, its systems, operations and procedures.

2.3.4

Line Maintenance and Troubleshooting:

This course is designed for key line maintenance and troubleshooting personnel who have not received previous formal training on the V2500 engine. The classroom phases provide the student with the information essential for timely completion of line maintenance activities and the procedures for effective troubleshooting and correction of malfunctions in the V2500 engine systems and the engine/airframe interfaces. Classroom and shop training are provided for in the following areas:

Engine Description

Systems Operation

Applied Performance

Ground Operations

Troubleshooting Procedures

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Practical Phase Line Maintenance Tasks

Additional courses are available in Borescope utilization and Engine Conditioning Monitoring (ECM)

2.3.5

V2500 Familiarization and Modular Maintenance:

Provides experienced heavy maintenance personnel with engine modular disassembly and assembly training. The training is concentrated in the following subject areas:

Engine Description Overview

Engine Systems Overview

Heavy Maintenance Tasks *

Course duration and “hands-on” coverage are contingent on the availability of an engine and required tooling.

2.4

ENGINE MAINTENANCE MANAGEMENT

Planning documents, tailored for Spirit, are developed to serve as Engine Maintenance Management Program criteria and shall reflect the FAA requirements under which Spirit will operate. These are directed toward the objective of ensuring cost-effective operation with acceptable post-repair test performance, providing engine reliability to achieve maximum time between shop visits, and minimizing the adverse effects to operation of inflight shutdowns and delays/cancellations. Through the institution of specific maintenance recommendations, proper engine performance, durability, and hot section parts lives can be achieved.

2.4.1

Operations Monitoring:

The following information shall be available to Spirit from the IAE Product Information Process (IP) 2 Group:

2.4.2

Operation Experience Reports:

IAE maintains V2500 Service Data System (SDS) data base from which selected engine operations and reliability summary reports will be developed and made available on a scheduled basis to Spirit. Data reported by IAE Customer Support Representatives serve as input to this data base. This computerized data maintenance and retrieval system will permit:

A pooling and exchange of service experience for the benefit of the entire airline industry.

A common statistical base.

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The selective querying of computer data files for answers to customer inquiries.

In addition to providing operations, reliability and VIS reports, SDS serves in-house programs directed at improving engine design and enhancing overall customer support, including spare parts provisioning and warranty administration.

2.5

SPECIAL PROGRAMS

2.5.1

Engine Hardware Retrofit:

Engine Retrofits are carried out to provide modification of engine hardware configuration when required on delivered engines. This involves assisting in the marshaling of hardware, special tools, manpower and the scheduling of engine and material to modification sites.

2.5.2

Controlled Service Use Programs and Material:

IAE shall assume responsibility for the planning, sourcing, scheduling and delivery of controlled service use (to be defined in special contracts with Spirit, if any) material, warranty replacement material, service campaign material and program support material subject to the terms of special contracts with Spirit.

Urgent customer shipments, both inbound and outbound, are monitored, traced, routed and expedited as required. The receipt and movement of customer owned material returned to IAE is carefully controlled, thus assuring an accurate accounting at all times.

3.0	BUSINESS SUPPORT

The Business Support Group is dedicated to providing prompt and accurate assistance to Spirit. This Group shall provide the following categories of assistance and support to Spirit:

•

Engine Warranty Services

•

Maintenance Support

•

Lease Engine Program

•

Engine Reliability and Economic Forecasts

•

Logistic Support Studies

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3.1

ENGINE WARRANTY SERVICES

Engine Warranty Services shall provide the following support for Spirit:

Prompt administration of claims concerning Engine Warranty, Service Policy, other support programs and Guarantee Plans.

Investigation of part condition and part failure.

- Material provisioning administration for Controlled Service Use programs and other material support.

3.1.1

Prompt Administration :

Spirit shall be assigned a Warranty Analyst whose job is to provide individual attention and obtain prompt and effective settlements of Warranty and Service Policy claims. Undisputed claims submitted with substantially all of the supporting documentation, as described in Clause 4 of the Contract or Exhibit D to the Contract, as applicable, shall be settled, including issuance of applicable credit memo, within thirty days of IAE’s receipt of such claims. Experience generated by much of the data derived from such claims often enables IAE to monitor trends in operating experience and to address and often eliminate potential problems.

3.1.2

Investigation and Reports :

Parts returned to IAE pursuant to the terms of the Service Policy shall be investigated in appropriate detail to analyze and evaluate part condition and cause of part failure. A report of findings is prepared and forwarded to Spirit and to all IAE departments involved. In the case of vendor parts, the vendor shall be promptly informed. Where relevant, reports will include recommendations to preclude repetition of the problem.

3.2

MAINTENANCE CENTER SUPPORT

IAE has arranged for the establishment of Maintenance Centers which are available to accomplish repairs, modifications and conversions, as well as the complete overhaul of the V2500 engine subject to IAE’s standard terms and conditions for such work.

Through the use of the IAE established Maintenance Centers and their capabilities, an operator can minimize or eliminate the need for investment in engine support areas depending on the level of maintenance the Operator elects the Maintenance Center to perform. Savings in specific engine support areas, such as spare parts inventory, maintenance and test tooling, support equipment and test facilities, can be demonstrated. Use of Maintenance Centers can also minimize the need for off-wing maintenance and test personnel with their associated overhead.

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3.3

MAINTENANCE FACILITIES PLANNING SERVICE

Maintenance Facilities Planning Service shall provide the following support to Spirit:

General Maintenance Facility Planning Publications

Customized Facility Plans

Maintenance Facility and Test Cell Planning Consultation Services

Maintenance Facilities Planning Service shall provide general and customized facility planning data and consultation services. Facility Planning Manuals for the V2500 engine will present the maintenance tasks, facility equipment and typical departments floor plans showing arrangement of equipment required to accomplish the tasks for all levels of maintenance. The Facility Equipment Manual is a catalog of standard facility equipment such as lathes, process tanks, hoists, cranes, etc., which is suitable for use in the maintenance and testing of IAE engines.

Customized facility planning services and consulting services shall be available to Spirit subject to separate contractual arrangements. Customized facility plans are developed to meet the requirements of customers’ specific fleet sizes, activities and growth plans. The plans identify floor space, facility equipment, utilities and manpower requirements. On-site surveys are conducted as a part of customized plan development to determine the adaptability of existing facilities and equipment for the desired maintenance program. These plans provide floor plan layouts to show recommended locations for work stations, major equipment, marshaling and storage areas, workflow patterns, and structural and utility requirements to accommodate all the engine models that are maintained in the customer’s shop. The Maintenance Facilities Planning Service also provides consultant services which are specifically related to the development of engine test cells, and the adaptation of existing maintenance facilities to accommodate expanding production requirements and/or new or additional IAE models.

3.4

ENGINE RELIABILITY AND ECONOMIC FORECASTS

Engine reliability and economic forecasts in the forms of predicted shop visit rates and maintenance costs can be provided to reflect Spirit’s operating characteristics. Additionally, various analyses can be conducted to establish life probability profiles of critical engine parts, and to determine optimum part configuration and engine operating procedures.

3.5

LOGISTICS SUPPORT STUDIES

As required, logistics studies are conducted to assist in the planning of engine operational support. Such studies may include spare engine and spare module requirements forecasts, level of maintenance analyses, engine type economic evaluations and life cycle cost estimates.

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3.6

LEASE ENGINE PROGRAM

An engine lease program will be made available to Spirit subject to the Standard Terms of Business for Lease of V2500 Engines Between IAE and Spirit and/or the FHA, as applicable. Pool spares will be stationed at mutually agreed locations to assure emergency protection against aircraft-on-ground (AOG) situations, to provide Spare Engine support in accordance with the FHA or to provide supplemental support during “zero spares” conditions. Lease engines offered to Spirit will be of a configuration and certification standard acceptable to Spirit.

4.0	TECHNICAL SERVICES

4.1

TECHNICAL SERVICES

The Technical Services Group shall provide the following categories of technical support to Spirit:

Technical Services

Powerplant Maintenance

Customer Performance

Diagnostic Systems

Human Factors

Flight Operations

Repair Services

Tooling and Support Equipment Services

Technical Publications

Technical Services is responsible for the overall technical support to Spirit. The following services shall be provided:

Technical Problem Identification/Corrective Action

Implementation

Technical Communication

Engine Conversion Program Definition and Management

Engine Upgrade and Commonality Studies

Engine Incident Investigation Assistance

Technical information supplied through IAE Customer Support Representatives, Customer Support Managers, customer correspondence and direct meetings with Spirit’s representatives will permit assessment of the factors involved in technical

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problems and their impact on engine reliability and operating costs. Resolution of these problems is coordinated with responsible groups within IAE and the necessary corrective action is defined. In certain situations the corrective action involves the establishment of Service Evaluation programs for proposed modifications, and the establishment of warranty assistance programs in conjunction with the IAE Warranty Administration Group. Technical Services will assist customers in the implementation of recommended corrective action and improvements principally through official IAE technical communications, and direct customer contact.

4.1.1

Technical Communications :

Technical Services is responsible for the release of technical communications. Primary communication modes involves release of limits and procedures through engine and maintenance manual revisions and the requirements associated with engine upgrade and/or conversion, durability and performance improvements, and problem resolution through Service Bulletins shall be provided by All Operator Letters and/or wires or direct technical written response to individual Spirit inquiries.

4.1.2

Engine Conversion Programs :

Technical Services defines minimum configuration levels for conversion of service engine models. They shall assist Spirit with the implementation of conversion programs into existing fleets by providing preliminary planning cost estimates and technical planning information regarding tooling, material and instructional requirements. Conversion programs are monitored for problem areas and Technical Services initiates and implements corrective action as may be necessary.

4.1.3

Engine Incident Investigation Assistance :

Assistance shall be provided to Spirit in conducting engine incident investigations in responding to the requirements of the Certification Authority.

4.1.4

Line Maintenance and Troubleshooting :

Line Maintenance and Troubleshooting Seminars can be conducted at the IAE Training Center with the objective of improving line maintenance effectiveness fleetwide. Specialized training on V2500 line maintenance and troubleshooting shall be provided through on-site workshops by special contractual arrangement.

Troubleshooting support shall be provided primarily through powerplant troubleshooting procedures which are published in IAE and airframe manufacturer’s manuals. When Spirit encounters an engine problem and

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corrective action taken has not been effective, more direct support in troubleshooting and maintenance shall also be provided to Spirit’s line maintenance personnel. Instructions on V2500 powerplant troubleshooting and maintenance shall also be provided to customer’s line maintenance personnel.

4.1.5

Airline Shop Maintenance:

Reviews of Spirit’s shop practices and procedures shall be conducted, if requested by Spirit, to determine the most efficient and cost-effective methods for maintenance and repair of the V2500 in the environment in which the airline must maintain that engine.

4.2

POWERPLANT MAINTENANCE

Powerplant Maintenance covers responsibility for maximizing engine maintainability, establishing maintenance concepts and requirements and providing maintenance support plans for IAE. This group provided the following services:

Definition of Maintenance Tasks and Resource Requirements

Planning Guides

Powerplant Maintenance conducts design reviews and comprehensive maintenance analysis of new engine designs and engine design changes to maximize engine maintainability consistent with performance, reliability, durability and life cycle cost considerations. Maintenance concepts, requirements and tasks are established to minimize maintenance costs. This group shall represent Spirit’s maintainability interests in internal IAE operations and upon request will assist Spirit in resolving specific maintenance task problems.

4.2.1

Progressive Maintenance Planning :

Powerplant Maintenance also provides Planning Guides based upon Maintenance Task Analysis. The guides present engine maintenance requirements, their subordinate tasks and the required resources to accomplish on-aircraft engine maintenance and the off-aircraft repair of engines by modular section/build group replacement. Maintenance requirements are also presented for the refurbishment of modular section/build group by parts replacement, the complete repair of parts, the refurbishment of accessory components and for engine testing. The data in the Planning Guides is presented in a manner that is primarily intended to assist Spirit, as a new operator, by providing a phased introduction of new engines into their shops and to capitalize on the design maintainability features for the engine when they are developing their maintenance plans.

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Powerplant Maintenance Engineering will assist Spirit in planning a gradual, technically feasible, and economically acceptable expansion from line maintenance of installed engines through the complete repair of parts and accessory components.

4.3

CUSTOMER PERFORMANCE

Customer Performance shall provide for the following types of technical assistance to Spirit:

Engine Performance Analysis Computer Programs for Test Cell Use

Test Cell Correlation Analysis and Correction Factors

Engine Stability Procedures and Problem Analysis

Although much of the above support shall be provided in the form of procedures, data and recommendations in various publications, the group shall also answer inquiries of a performance nature which are forwarded to IAE by Spirit.

ENGINE PERFORMANCE ANALYSIS

Technical support shall be provided in a number of areas related to operational suitability including the development of the test requirements and performance limits for the Adjustment and Test Section of the Engine Manual. Computer programs to assist Spirit in analyzing engine performance using test cell data can be provided subject to IAE then current standard license fees and Terms and Conditions.

4.3.1

Test Cell Correlation :

Technical assistance shall be provided to Spirit for developing appropriate corrections to be used for specific test configurations at Spirit’s test cell facilities. Reports are provided presenting correlation analyses and IAE recommended test cell corrections which permit comparison of the performance of Spirit tested engines with the respective Engine Manual limits and guarantee plan requirements.

4.3.2

Engine Stability :

Technical support shall be provided to ensure that engine stability and starting reliability are maintained. Service evaluation programs for proposed improvements are initiated and monitored to determine their effectiveness. In addition, problems relating to engine control systems which impact engine stability and performance shall be analyzed.

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4.4

DIAGNOSTIC SYSTEMS

Diagnostic Systems is responsible for the technical support of Spirit’s acquisition of inflight engine data and the assessment of engine performance through the use of that data. Diagnostic Systems personnel shall provide the following services:

–

Guidance to help Spirit define its engine monitoring system requirements.

–

Development of hardware specifications and computer programs (by separate contractual arrangement) to satisfy engine diagnostic requirements.

–

Coordination of all IAE airborne diagnostic support activity.

4.4.1

Guidance In Defining Engine Monitoring systems Requirements :

Diagnostic Systems shall, if requested by Spirit, provide consultation services to assist Spirit in defining its engine condition and performance monitoring requirements and in selection of appropriate hardware and software systems to meet those requirements and options between Spirit, the Aircraft Manufacturer, and Airborne Integrated Data System (AIDS) manufacturer.

4.4.2

Development and Coordination

Diagnostic Systems personnel shall, if requested by Spirit, develop hardware specification and make computer software available to accomplish Engine Condition Monitoring (ECM) and performance analysis of engine modules using AIDS data. Engine condition monitoring procedures, of both the manual and computerized variety shall, if requested by Spirit, also be developed and provided in support of Spirit’s selected method of engine condition monitoring. Computer software shall be provided to Spirit subject to a separate contractual arrangement.

Diagnostic Systems personnel shall also coordinate activities of cognizant functional groups at IAE to provide engine related information to Spirit, the Aircraft Manufacturer, and AIDS equipment vendor during the planning, installation and operation of AIDS.

4.5

HUMAN FACTORS

Human Factors shall supply data on task time and skill requirements necessary for accomplishing maintenance procedures.

Task data provided shall include estimates of the man-hours, elapsed time and job skills necessary to accomplish maintenance tasks as described in IAE’s Manual and Service Bulletins. Data shall be supplied for “on” and “off” aircraft

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maintenance tasks up to modular disassembly/assembly. Additional selected task data as requested by Spirit, shall be supplied on disassembly/assembly to the piece part level and on parts repair. In addition, the group as requested by Spirit, shall help solve problems related to skill requirements, body dimensions, or excessive man-hours encountered in accomplishing maintenance tasks.

4.6

FLIGHT OPERATIONS

Flight Operations shall provide Spirit with the following technical assistance concerning installed engine operations:

–

Introduction of new equipment

–

Problem resolution and assistance with in-service equipment

–

Contractual commitment and development program support

–

Publication of engine operations literature and performance aids

4.6.1

New Equipment :

In accordance with Spirit’s needs, Flight Operations shall provide on-site assistance in the training of operations personnel and help in solving engine operational problems that might arise during the initial commercial service period. Such assistance shall, if requested by Spirit, include participation in initial delivery flights, engine operational reviews, and flight crew training activity.

4.6.2

Problem Resolution - In-Service Equipment :

In accordance with a mutually agreed upon plan, Flight Operations shall, if requested by Spirit, perform cockpit observations to identify or resolve engine operating problems and to assess installed engine performance.

4.6.3

Contractual Support and Development Programs :

As required, Flight Operations shall assist in evaluating installed engine performance relative to contractual commitments and engine improvements which have an impact on engine operations.

4.6.4

Publication Support :

Flight Operations is responsible for the issuance of Propulsion System Operating Instructions and correspondence pertaining to inflight engine operations. Such material shall be coordinated with the Aircraft Manufacturer as required. Special Presentations and Reports shall also be issued, as required, to support the activity described above.

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4.7

REPAIR SERVICES

Repair Services shall provide the following support to Spirit:

–

Coordinated Repair Development Activity

–

Customer Assistance on Repair Procedures and Techniques

–

Qualification of Repair Sources

–

Repair Workshops

–

Repair Development List

4.7.1

Coordination of Repair Development :

Repair Services shall provide direct contact with all sources that initiate repair schemes. The Group shall coordinate with representatives of Engineering and Support Services disciplines in identifying repair needs, evaluating various repair options and establishing repair development procedures and schedules. The Group shall participate in setting repair evaluation and approval requirements. When the repair is approved and substantiating data is documented, Repair Services shall release the repair to the Engine Manual.

4.7.2

Technical Assistance :

Repair Services shall provide daily communications with Spirit via technical responses to inquiries direct from Spirit or through IAE’s Customer Support Representative office at Spirit’s facility. In addition, Repair Services shall make periodic visits to Spirit’s repair facilities to discuss new repairs under development, answer specific questions posed by the particular facility and review actual parts awaiting a repair/scrap decision. Occasionally, Repair Services shall make special visits to Spirit’s facilities to assist in training Spirit’s personnel in accomplishing particularly complex repairs.

4.7.3

Qualification of Repair Sources :

Repair Services shall coordinate the qualification of repair sources for repairs proprietary to IAE or to an outside repair agency. They shall also perform a review of the qualifications of repair sources for critical, nonproprietary repairs for which a source demonstration is deemed necessary. The group shall participate in negotiation of the legal and business agreements associated with these qualification programs.

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4.8

TOOLING AND SUPPORT EQUIPMENT SERVICES

The Tooling and Support Equipment Services Group shall, as requested by Spirit, assist Spirit by providing the following services:

–

Support Equipment Manufacturing/Procurement Documentation

–

Engine Accessory Test Equipment and Engine Transportation Equipment Specifications

–

Support Equipment Logistics Planning Assistance

4.8.1

Support Equipment Documentation :

The tooling and Support Equipment Services Group designs the special support equipment required to disassemble, assemble, inspect, repair and test IAE engines. Special support equipment design drawings and Support Equipment Master Data Sheets, which describe how to use the support equipment, shall be supplied to Spirit in the form of 35mm aperture cards. Support equipment designs shall be kept current with engine growth, and tool Bulletins shall be issued to Spirit as part of continuing configuration management service. Updated Design and Master Data Sheets Aperture Cards and Tool Bulletins are periodically distributed to all IAE customers including Spirit.

4.8.2

Engine Accessory Test Equipment and Engine Transportation Equipment Requirements :

Engine accessory test equipment and engine transportation equipment general requirements and specifications shall be defined and made available to Spirit. If requested, the Tooling and Support Equipment Group will assist Spirit in the definition of engine accessory test and engine transportation equipment required for specific IAE needs.

4.8.3

Support Equipment Logistics Planning Assistance :

The Tooling and Support Equipment Group shall provide, at Spirit’s request, special support equipment lists which reflect Spirit’s unique requirements such as mix of engine models and desired level of maintenance to aid in support equipment requirements planning.

4.9

TECHNICAL PUBLICATIONS

IAE and its subcontractors produce publications and maintenance information as described below to support the maintenance and modification requirements of the airline customers. The publications are prepared in general accordance with Air Transport Association of America (ATA) Specification No. 100. The necessary quantities of manuals and media options shall be available to Spirit subject to IAE’s current terms and conditions.

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4.9.1

On-Wing Maintenance Data :

IAE supplies the Aircraft Manufacturer with all the necessary information required to perform “On-Aircraft” engine maintenance, troubleshooting, and servicing. This information is developed through close coordination between the Aircraft Manufacturer and IAE and is integrated by the Aircraft Manufacturer into its maintenance publications.

4.9.2

Technical Publications :

Listed and described below are the publications that shall be made available to support Spirit’s maintenance program:

4.9.3

Engine Manual

The Engine Manual is a document which shall be structured in accordance with ATA 100 section 2-13-0 with JEMTOSS applied in accordance with section 2-13-14. Potential Spirit applications will be applied. The manual will provide in one place the technical data requirements for information needed to maintain the engine and the maximum potential number of parts that could, regardless of design responsibility, remain with the engine when it is removed from the airplane. Additionally the manual includes coverage of interrelated parts (e.g. thrust reverser, cowlings, mounts, etc.) that can stay with the airplane when the engine is removed or can be removed for maintenance purpose in lieu of individual component maintenance manuals.

4.9.4

Standard Practices Manual

The Standard Practices Manual supplements the Engine Manual by providing, in a single document, all IAE recommended or approved general procedures covering general torques, riveting, lockwiring, cleaning policy, inspection policy standard repairs, etc., and marking of parts.

4.9.5

Illustrated Parts Catalog

The Illustrated Parts Catalog shall be structured in accordance with ATA 2-14-0 and is a document which is used in conjunction with the Engine Manual for the identification and requisitioning of parts and assemblies. Its ATA structure is to be compatible with the Engine Manual Structure. Additionally the manual includes coverage of interrelated parts (e.g. thrust reverser, cowlings, mounts, etc.) that can stay with the airplane when the engine is removed or can be removed for maintenance purpose in lieu of individual component maintenance manuals.

THIS DOCUMENT CONTAINS INFORMATION PROPRIETARY TO IAE

Page 20 of 25

4.9.6

IAE Proprietary Component Maintenance Manuals

These manuals shall be structured in accordance with ATA 2-5-0 and will cover data for chapters other than 71, 72, and 78.

4.9.7

Subcontractor Component Maintenance Manuals

These manuals shall be structured in accordance with ATA 2-5-0 and are prepared directly by the accessory manufacturers. All accessory data is subject to IAE prepublication review and approval.

4.9.8

Engine and Accessory Component service Bulletins

Each Engine and Accessory Component Service Bulletin shall be produced in accordance with ATA 2-7-0. They will cover planning information, engine or component effectivity, reason for Bulletin, recommended compliance, manpower requirements, and tooling information relating to parts repair or modification. Subcontractor prepared Accessory Component Service Bulletins are reviewed by IAE prior to issuance. Alert Service Bulletins will be issued on all matters requiring the urgent attention of Spirit and will generally be limited to items affecting safety. The Bulletin will contain all the necessary information to accomplish the required action.

4.9.9

Operating Instructions

Engine operating instructions shall be presented in the form of General Operating Instructions supplemented by V2500 Specific Engine Operating Instructions which provide operating information, procedures, operating curves and engine limits.

4.9.10

Facilities Planning and Facility Equipment Manuals

The Facilities Planning Manual outlines the requirements for engine/component overhaul, maintenance, and test facilities in terms of basic operations, processes, time studies and equipment. The Facility Equipment Manual shall list and describe the facility equipment used for engine maintenance, overhaul and repair.

4.9.11

Support Equipment Numerical Index

The Indexes, prepared for each major engine model, provide a listing, in numeric sequence, by maintenance level, of all IAE ground support equipment required to maintain and overhaul the engine. The Listings are cross-indexed to the applicable engine dash model and to the chapter and section of the Engine Manual.

THIS DOCUMENT CONTAINS INFORMATION PROPRIETARY TO IAE

Page 21 of 25

4.9.12

Publications Index

This index contains a listing of available technical manuals covering components of the V2500 Nacelle.

4.9.13

Service Bulletin Index

This index shall be in a format and on a revision schedule as determined by IAE.

4.9.14

Computer Software Manual

Data shall be supplied in accordance with ATA 102 revision 2 except where such data are prohibited due to proprietary or Government restrictions.

4.9.15

Vital Statistics Logbook

The VSL shall provide the following information for each production engine, in an electronic readable format and/or as hard copy printout:

•

Identification of major engine and nacelle components by part number, serial number and ATA - location.

•

Engine Test Acceptance Certificate.

•

List of all incorporated serialized parts by part number, serial number and ATA - Location. This list shall also include an Industry Item List to identify specific parts by part number, serial number and ATA - Location which the airline customer may choose to monitor during the engine operational life. The parts listed represent approximately 80% of engine total value.

•

List of all incorporated life limited parts by part number, serial number and ATA - location.

•

List of all Service Bulletins that were incorporated during initial build of each new engine.

•

List of all Service Bulletins that were not incorporated.

•

List of all saleable pick level engine parts, identifying those parts for which Service Bulletins and service instructions have been issued.

4.9.16

Revision Services :

Regular, temporary, and “as required” revisions to technical publications shall be made during the service life of IAE equipment. IAE’s current standard is ninety (90) days. The utilization of advanced techniques and equipment shall provide Spirit with expedited revision service.

THIS DOCUMENT CONTAINS INFORMATION PROPRIETARY TO IAE

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4.9.17

Distribution Media Options :

The primary medium for available IAE technical publications is roll microfilm at 24:1 reduction, magnetic tape or CD-ROM. Media options such as microfilm at 36:1 reduction, microfiche, and two side or one-sided paper copy of reproducible quality will be available for Spirit’s procurement at prices no higher than those IAE offers to any of its other airline customers.

5.0.	SPARE PARTS

5.1

SPARE PARTS SUPPORT

The Spare Parts Group shall provide the following categories of spare parts support to Spirit, as requested by Spirit:

–

Individual Customer Account Representatives

–

Provisioning

–

Planning

–

Order Administration

–

Spare Parts Inventory

–

Effective Expedite Service

–

Worldwide Distribution

5.1.1

Account Representative :

An Account Representative shall be assigned to Spirit. This representative shall provide individualized attention for effective spare parts order administration, and shall be Spirit’s interface on all matters pertaining to new part planning and procurement. Each representative shall be responsible for monitoring Spirit’s requirements and providing effective administrative support. The Account Representatives shall be thoroughly familiar with Spirit’s spare parts ordering policies and procedures and shall be responsible for ensuring that all of Spirit’s new parts orders are processed in an effective manner.

THIS DOCUMENT CONTAINS INFORMATION PROPRIETARY TO IAE

Page 23 of 25

5.1.2

Spare Parts Provisioning Planning :

Prior to delivery of the first Spirit aircraft, preplanning discussions will be held to determine the aircraft/engine program, and engine spare parts provisioning and order plans. Mutually agreed upon provisioning target dates shall be established and on-time completion tracked by Spirit’s Account Representative with the assistance of logistics specialists in Spare Parts Provisioning and Inventory Management. Meetings shall be held with Spirit at a mutually agreeable time to review suggested spare parts provisioning lists prepared by Spare Parts Provisioning. These lists shall be designed to support Spirit’s particular fleet size, route structure and maintenance and overhaul program.

5.1.3

Order Administration :

IAE subscribes to the general principles of Air Transport Association of America (ATA) Specification No. 2000, Integrated Data Processing - Supply. The procedures of Air Transport Association of America (ATA) Specification No. 200 may be used for Initial Provisioning (Chapter II), Order Administration (either Chapter III or Chapter VI), or Invoicing (Chapter IV).

A spare parts supply objective is to maintain a 90 percent on-time shipment performance record to Spirit’s requirements. The lead time for replenishment spare parts is identified in the IAE spare Parts Price Catalog. Initial provisioning spare parts orders should be placed at least six months prior to required delivery, while conversions and major modifications require full manufacturing lead times.

The action to be taken on emergency requests will be answered as follows:

–

Aircraft-On-Ground (AOG) - within four hours (in these instances every effort is made to ship immediately).

–

Critical (Imminent Aircraft-On-Ground (AOG) or Work Stoppage) – Within 24 hours.

–

Stock Outage – Within seven working days (these items are shipped as per Spirit’s request).

5.1.4

Spare Parts Inventory :

To ensure availability of spare parts in accordance with published lead time, spare parts provisioning maintains a modern, comprehensive requirements planning and inventory management system which shall be responsive to changes in Spirit’s demand, special support programs and engineering design. Organized on an engine model basis, this system is intended to maintain part availability for delivery to Spirit consistent with published lead times.

THIS DOCUMENT CONTAINS INFORMATION PROPRIETARY TO IAE

Page 24 of 25

A majority of parts in the spare parts inventory shall be continually controlled by an Automatic Forecasting and Ordering System. Those parts which do not lend themselves to automatic control due to supersedure, unusual usage or conversion requirements shall be under the direct manual control of Spares Planning personnel. As additional protection against changes in production lead time or unpredicted demand, certain raw materials also shall be inventoried. Successful inventory management shall be keyed to accurate requirements planning. In support of the requirements planning effort, a wide ranging data retrieval and analysis program shall be offered. This program shall concern itself both with the customer logistics and technical considerations as follows:

–

Forecasts of life limited parts requirements are requested and received semi-annually from major customers. Based on the size of Spirit’s order, Spirit shall be considered a major customer.

–

Engine technical conferences are held frequently within IAE to assess the impact of technical problems on parts.

–

For a selected group of parts a provisioning conference system is offered which considers actual part inventory change, including usage and receipts, as reported monthly by participating customers.

5.1.5

Packaging

All material shall be packaged in general compliance with Air Transport Association of America (ATA) Specification No. 300.

5.1.6

World Airline Supplier’s Guide :

IAE subscribes to the supply objectives set forth in the World Airlines Supplier’s Guide published by the Air Transport Association of America (ATA).

IAE requires that its proprietary component vendors also perform in compliance with the precepts of the World Airline Suppliers’ Guide.

THIS DOCUMENT CONTAINS INFORMATION PROPRIETARY TO IAE

Page 25 of 25

Exhibit D

*****

***** Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission.

LOGO

March 1, 2005

Mr. Joseph Shallcross

Vice President of Procurement and Logistics

Spirit Airlines, Inc.

2800 Executive Way

Miramar, FL 33025

Subject:

Side Letter No. 1 to the V2500-A5 General Terms of Sale between IAE International Aero Engines AG and Spirit Airlines, Inc., dated March 1, 2005

Gentlemen:

We refer to the V2500-A5 General Terms of Sale dated March 1, 2005 between IAE International Aero Engines AG (“IAE”) and Spirit Airlines, Inc. (“Spirit”), such contract being hereinafter referred to as the “Contract.” Unless expressly stated to the contrary, and to the extent possible, terms used in this Side Letter No. 1 shall have the same meaning given to them in the Contract.

This Side Letter No. 1 provides for certain financial assistance from IAE to Spirit in support of the integration of the Aircraft into its fleet.

1.	Confirmation of Agreement to Acquire Aircraft, Engines and Fleet Hour Agreement

1.1

Confirmation of Agreement to Acquire Aircraft.

Spirit confirms that it has entered into the Aircraft Purchase Agreement with AVSA to acquire: (i) fifteen V2500 powered aircraft, including the firm purchase of ***** new A319 aircraft (covering ***** A319 purchased aircraft and ***** A319 aircraft through a sale-leaseback, purchase assignment or other financing arrangement with Singapore Aircraft Leasing Enterprise), powered by new V2524-A5 Propulsion Systems and ***** new A321 aircraft powered by new V2533-A5 Propulsion Systems (collectively, the fifteen aircraft are the “Purchased Aircraft”) and (ii) options to purchase ***** new A320 family aircraft powered by new V2500 Propulsion Systems (the “Option Aircraft”) and (iii) rolling options to purchase ***** new A320 family aircraft powered by new V2500 Propulsion Systems (the “Rolling Option Aircraft”). Spirit also confirms that it has entered into aircraft lease agreements with ILFC for ***** A320 family aircraft powered by new V2500-A5 Propulsion Systems (the “ILFC Leased Aircraft”) and that it plans to enter into additional aircraft lease

***** Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission.

THIS DOCUMENT CONTAINS INFORMATION PROPRIETARY TO IAE.

[Page 1 of 7]

agreements with additional lessors for A320 family leased aircraft powered by new V2500 Propulsion Systems (the “Additional Leased Aircraft”) (collectively, the ILFC Leased Aircraft and the Additional Leased Aircraft are the “Leased Aircraft”). The Purchased Aircraft, Leased Aircraft, Option Aircraft and Rolling Option Aircraft are collectively referred to in this Side Letter # 1 as the “Aircraft”. The Aircraft are to be delivered as described in Clause 1.1 of the Contract and are subject to the lead times, rescheduling and scheduling rights agreed to between Spirit and IAE in writing (if any), which rights shall be no greater than those appearing in the Aircraft Purchase Agreement or applicable lease agreement.

1.2

Agreement to Fleet Hour Agreement.

Spirit has agreed to enter into a mutually acceptable Fleet Hour Agreement with IAE subject to IAE’ s agreement to enter into mutually acceptable Tripartite Agreements (or equivalent) between Spirit, IAE and applicable Spirit lessors, as necessary, and acknowledges that IAE’ s entire financial and technical package to Spirit is predicated on this basis. The Fleet Hour Agreement is a comprehensive maintenance plan that provides the off-wing maintenance for the V2500 Engines for Spirit’s covered Aircraft further providing Spirit with assured low maintenance costs, reliability and predictability.

1.3

Spirit agrees to take the Spare Engine Coverage in Lieu of the Spare Engine Purchase.

Spirit has agreed to acquire from IAE the Spare Engine support coverage to support the Aircraft covered by the Fleet Hour Agreement subject to the negotiation of mutually agreeable terms and rates described in the Fleet Hour Agreement. This Spare Engine coverage is in lieu of the purchase of Spare Engines from IAE.

2.	Introductory Assistance Credit

2.1

To assist Spirit with introducing the V2500-A5 powered Purchased Aircraft into its fleet, IAE will credit Spirit’s account with IAE in the following amounts subject to escalation per aircraft for each of the Purchased Aircraft:


Aircraft Type	Engine Type	Credit (January 2003 U.S. $)

A319	V2524-A5	*****

A320	V2527-A5	*****

A321	V2533-A5	*****

2.2

Each such credit will be issued upon delivery to and acceptance by Spirit of the corresponding Purchased Aircraft. Spirit agrees to provide IAE with written notice confirming acceptance of the corresponding Purchased Aircraft promptly after acceptance.

***** Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission.

THIS DOCUMENT CONTAINS INFORMATION PROPRIETARY TO IAE.

[Page 2 of 7]

2.3

Furthermore, each such credit shall be escalated from a base month of January 2003, in accordance with the IAE Escalation Formula set forth in Exhibit B-2 to the Contract until the earlier of the scheduled Purchased Aircraft delivery date as set forth in Exhibit B-1 to the Contract or the actual delivery date. In the event IAE is the sole cause of a delay in delivery of the Purchased Aircraft, the credit shall be escalated to the actual delivery date of the Purchased Aircraft. In the event Airbus is the cause of a delay in delivery of the Purchased Aircraft (and such delay is not due to Spirit’s sole acts and omissions or request), and if Airbus escalates its payment to IAE for the corresponding IAE propulsion systems to the actual delivery date of the Purchased Aircraft, IAE’ s credit shall be escalated to the actual delivery date of the Purchased Aircraft.

2.4

Each such credit described in Clause 2.1 may be used by Spirit towards the purchase of V2500 Spare Parts, tooling and services from IAE. Alternatively, with the agreement of the Aircraft Manufacturer and upon written notice to IAE ***** prior to delivery of each applicable Purchased Aircraft, IAE will consent to the assignment by Spirit of part or all of the credits offered under Clause 2.1 above to the Aircraft Manufacturer, to be applied toward the payment for the Propulsion Systems for the corresponding Purchased Aircraft. Acceptance of this credit from IAE by the Aircraft Manufacturer on behalf of Spirit prior to delivery and acceptance of the corresponding Purchased Aircraft shall, for the purposes of this Contract, be deemed confirmation of Spirit’s acceptance of that Purchased Aircraft. In the event any credit, or portion thereof, under this Clause 2 is assigned to the Aircraft Manufacturer, Spirit agrees that the credit shall not vest in the Aircraft Manufacturer until delivery to and acceptance by Spirit of the respective Purchased Aircraft. In the event that Spirit fails to accept delivery of the corresponding Purchased Aircraft after such Aircraft’s successful completion of the Technical Acceptance Process (as defined and described in the Aircraft Purchase Agreement), Spirit agrees to reimburse IAE for any amounts paid by IAE to the Aircraft Manufacturer promptly upon receipt of written notice of such amounts from IAE, to the extent that (i) such amounts relate to the corresponding Purchased Aircraft of which Spirit did not accept delivery; and (ii) the Aircraft Manufacturer does not reimburse IAE for such amount.

3.	Fleet Hour Agreement Credit

3.1

To assist Spirit with reducing its overall maintenance costs, IAE will credit Spirit’s account with IAE in the following amounts subject to escalation per aircraft for each of the Purchased Aircraft, Option Aircraft and Rolling Option Aircraft purchased:


Aircraft Type	Engine Type	Credit (January 2003 U.S. $)

A319	V2524-A5	*****

A320	V2527-A5	*****

A321	V2533-A5	*****

***** Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission.

THIS DOCUMENT CONTAINS INFORMATION PROPRIETARY TO IAE.

[Page 3 of 7]

3.2

Each such credit will be issued upon delivery to, and acceptance by, Spirit of the corresponding Purchased Aircraft, Option Aircraft and Rolling Option Aircraft.

3.3

Furthermore, each such credit shall be escalated from a base month of January 2003, in accordance with the IAE Escalation Formula set forth in Exhibit B-2 to the Contract until the earlier of the scheduled delivery date as set forth in Exhibit B-1 to the Contract or the actual delivery date for the corresponding Purchased Aircraft, Option Aircraft or Rolling Option Aircraft, as applicable. In the event IAE is the sole cause of a delay in delivery of the corresponding Aircraft, the credit shall be escalated to the actual delivery date of the corresponding Aircraft. In the event Airbus is the cause of a delay in delivery of the corresponding Aircraft (and such delay is not due to Spirit’s sole acts and omissions or request), and if Airbus escalates its payment to IAE for the corresponding IAE propulsion systems to the actual delivery date of the corresponding Aircraft, IAE’ s credit shall be escalated to the actual delivery date of the corresponding Aircraft.

3.4

Each such credit described in Clause 3.1 above may be used by Spirit for the purchase of spare parts or for payment for services under the Fleet Hour Agreement.

4.	Escalation Assistance Credit

4.1

To assist Spirit with reducing its up front costs as a result of escalation, IAE will credit Spirit’s account with IAE in the following amounts subject to escalation per aircraft for each of the Purchased Aircraft, Option Aircraft and Rolling Option Aircraft purchased:


Aircraft Type	Engine Type	Credit (January 2003 U.S. $)

A319	V2524-A5	*****

A320	V2527-A5	*****

A321	V2533-A5	*****

4.2

Each such credit will be issued upon delivery to, and acceptance by, Spirit of the corresponding Purchased Aircraft, Option Aircraft and Rolling Option Aircraft.

4.3

***** Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission.

THIS DOCUMENT CONTAINS INFORMATION PROPRIETARY TO IAE.

[Page 4 of 7]

Purchased Aircraft, Option Aircraft or Rolling Option Aircraft, as applicable. In the event IAE is the sole cause of a delay in delivery of the corresponding Aircraft, the credit shall be escalated to the actual delivery date of the corresponding Aircraft. In the event Airbus is the cause of a delay in delivery of the corresponding Aircraft (and such delay is not due to Spirit’s sole acts and omissions or request), and if Airbus escalates its payment to IAE for the corresponding IAE propulsion systems to the actual delivery date of the corresponding Aircraft, IAE’s credit shall be escalated to the actual delivery date of the corresponding Aircraft.

4.4

Each such credit described in Clause 4.1 above may be used by Spirit in the same manner and under the same terms and conditions outlined in Clause 2.4 above.

5.	Fleet Expansion Assistance Credit

5.1

To assist Spirit with introducing A320 family aircraft into its fleet, IAE will credit Spirit’s account with a Fleet Expansion Assistance Credit per Option Aircraft and Rolling Option Aircraft in the amounts set forth below with respect to the Option Aircraft and Rolling Option Aircraft:


Aircraft Type	Engine Type	Credit (January 2003 U.S. $)

A319	V2524-A5	*****

A320	V2527-A5	*****

A321	V2533-A5	*****

5.2

Each such credit will be issued upon delivery to and acceptance by Spirit of the corresponding Option Aircraft and Rolling Option Aircraft. Spirit agrees to provide IAE with written notice confirming acceptance of the corresponding Option Aircraft and Rolling Option Aircraft promptly after acceptance.

5.3

Furthermore, each such credit shall be escalated from a base month of January 2003, in accordance with the IAE Escalation Formula set forth in Exhibit B-2 to the Contract until the earlier of the scheduled delivery date as set forth in the Aircraft Purchase Agreement or the actual delivery date for the corresponding Option Aircraft or Rolling Option Aircraft, as applicable. In the event IAE is the sole cause of a delay in delivery of the corresponding Aircraft, the credit shall be escalated to the actual delivery date of the corresponding Aircraft. In the event Airbus is the cause of a delay in delivery of the corresponding Aircraft (and such delay is not due to Spirit’s sole acts and omissions or request), and if Airbus escalates its payment to IAE for the corresponding IAE propulsion systems to the actual delivery date of the corresponding Aircraft, IAE’ s credit shall be escalated to the actual delivery date of the corresponding Aircraft.

***** Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission.

THIS DOCUMENT CONTAINS INFORMATION PROPRIETARY TO IAE.

[Page 5 of 7]

5.4

Each such credit described in Clause 5.1 may be used by Spirit towards the purchase of V2500 Spare Parts, tooling and services from IAE. Alternatively, with the agreement of the Aircraft Manufacturer and upon written notice to IAE ***** days prior to delivery of each applicable Option Aircraft and Rolling Option Aircraft, IAE will consent to the assignment by Spirit of part or all of the credits offered under Clause 5.1 above to the Aircraft Manufacturer, to be applied toward the payment for the Propulsion Systems for the corresponding Option Aircraft and Rolling Option Aircraft. Acceptance of this credit from IAE by the Aircraft Manufacturer on behalf of Spirit prior to delivery and acceptance of the corresponding Option Aircraft and Rolling Option Aircraft shall, for the purposes of this Contract, be deemed confirmation of Spirit’s acceptance of that Option Aircraft and Rolling Option Aircraft. In the event any credit, or portion thereof, under this Clause 5 is assigned to the Aircraft Manufacturer, Spirit agrees that the credit shall not vest in the Aircraft Manufacturer until delivery to and acceptance by Spirit of the respective Option Aircraft and Rolling Option Aircraft. In the event Spirit fails to accept delivery of the corresponding Option Aircraft and Rolling Option Aircraft after such Aircraft’s successful completion of the Technical Acceptance Process (as defined and described in the Aircraft Purchase Agreement), Spirit agrees to reimburse IAE for any amounts paid by IAE to the Aircraft Manufacturer promptly upon receipt of written notice of such amounts from IAE, to the extent that (i) such amounts relate to the corresponding Option or Rolling Option Aircraft (as applicable) of which Spirit did not accept delivery; and (ii) the Aircraft Manufacturer does not reimburse IAE for such amounts.

6.	Initial Provisioning Credit Spare Parts Credit and Tooling

6.1

To assist Spirit with procuring initial provisioning spare parts from IAE, IAE will credit Spirit’s account with IAE *****.

6.2

Unless otherwise agreed between Spirit and IAE, IAE will issue this credit upon *****. Such credit shall be used by Spirit to purchase Initial Provisioning Spare Parts and or tooling from IAE.

6.3

Spirit recognizes that this credit is given by IAE based on Spirit’s entire Aircraft order. If Spirit fails to take delivery of some or all of the Purchased Aircraft, Spirit agrees to promptly reimburse IAE on a pro-rata basis for the portion of the credit that is attributable to the undelivered Purchased Aircraft.

7.	Customer Training Credit

7.1

To assist Spirit in participating in customer training courses made available by IAE, IAE will credit Spirit’s account with IAE *****.

7.2

IAE will issue this credit upon *****. Such credit shall be used by Spirit to pay for the transportation, hotel, food and per diem expenses of Spirit participants enrolled in the training courses. Such credit will be made available to Spirit after Spirit incurs expenses for reimbursement and provides receipts for such expenses. Any portion of the credit which is not used after ***** years from issuance by IAE will be credited to Spirit’s account to be used as a spare parts credit.

***** Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission.

THIS DOCUMENT CONTAINS INFORMATION PROPRIETARY TO IAE.

[Page 6 of 7]

7.3

IAE agrees to allow Spirit to apply the Customer Training Credit towards the payment of reasonable expenses associated with alternative training arrangements such as IAE sending a trainer to a Spirit location.

8.	Engine Condition Monitoring Credit

Engine Condition Monitoring Instrumentation is an engine order option for installed Engines and is listed as “Additional Equipment” in the engine specifications set forth in Exhibit A to the Contract. If Spirit selects this option, then, to assist Spirit in establishing V2500 Engine Condition Monitoring (“ECM”) capability, and subject to the compatibility of Spirit’s computer hardware, IAE will provide ***** to Spirit such Engine Condition Monitoring Instrumentation and software to be fitted to the Engines originally installed on the Aircraft and the spare Engines *****.

Spirit is requested to contact the Aircraft Manufacturer directly regarding the Aircraft portion of the ECM system.

9.	Financing Support

*****

Except as expressly amended by this Side Letter No. 1, all provisions of the Contract remain in full force and effect.


Very truly yours,				Agreed to and Accepted on behalf of:

IAE INTERNATIONAL AERO ENGINES AG				SPIRIT AIRLINES, INC.

/s/ illegible				/s/ John R. Severson
Name				Name

GM & Director Customer Business				John R. Severson
Title				Title EVP & CFO

***** Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission.

THIS DOCUMENT CONTAINS INFORMATION PROPRIETARY TO IAE.

[Page 7 of 7]

LOGO

March 1, 2005

Mr. Joseph Shallcross

Vice President of Procurement and Logistics

Spirit Airlines, Inc.

2800 Executive Way

Miramar, FL 33025

Subject:

Side Letter No. 2 of the V2500-A5 General Terms of Sale between IAE International Aero Engines AG and Spirit, dated March 1, 2005

Gentlemen:

We refer to the V2500-A5 General Terms of Sale dated March 1, 2005 between IAE International Aero Engines AG (“IAE”) and Spirit Airlines, Inc. (“Spirit”), such contract being hereinafter referred to as the “Contract.” Unless expressly stated to the contrary, and to the extent possible, terms used in this Side Letter No. 2 shall have the same meaning given to them in the Contract, as modified by Side Letter No. 1 to the Contract.

This Side Letter No. 2 provides for certain enhanced support for the Aircraft. The obligation of IAE to provide any of the benefits pursuant to the terms hereof, shall be subject to there being no default that has occurred and is continuing with respect to any of Spirit’s material obligations under the Contract or any Side Letter thereto or the Fleet Hour Agreement (“FHA”) between IAE and Spirit.

1.	V2500 Engine and Parts Service Policy

IAE hereby expands the coverage for the installed V2500-A5 Engines on the Purchased Aircraft, the Leased Aircraft, the purchased Option Aircraft and the purchased Rolling Option Aircraft under the V2500 Engine Parts Service Policy set forth in Exhibit D-1 to the Contract as summarized below:

1.1

IAE shall expand the coverage for both the Engines supplied as part of the Leased Aircraft, the Purchased Aircraft, the purchased Option Aircraft, and the purchased Rolling Option Aircraft under the V2500 Engine and Parts Service Policy set forth in Exhibit D-1 to the Contract by granting Spirit coverage for all First Run Engines, Modules, and Parts for ***** of engine operation, whichever shall occur first. Therefore, all references to ***** in Exhibit D-1 are hereby changed to ***** (whichever comes first),” and all references to ***** in Exhibit D-1 are hereby changed to ***** (whichever comes first).”

***** Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission.

THIS DOCUMENT CONTAINS INFORMATION PROPRIETARY TO IAE.

[Page 1 of 3]

2.	Customer Support

2.1

Customer Support Manager

IAE will assign a V2500-A5 customer support manager for Spirit who will coordinate the business and technical support services needed to support the V2500- A5 Engines at Spirit.

2.2

Customer Support Representative

A customer support representative will be assigned to Spirit to assist Spirit on site in preparing for V2500-A5 Engine operation. Such representation will be provided to Spirit ***** from entry-into-service of the first Aircraft (“EIS”) of the first V2500-A5 Firm Aircraft and thereafter for so long as Spirit *****. The customer support representative will provide the services described and attributed to the representative in the Product Support Plan attached as Exhibit C to the Contract.

The customer support representative will be supplied subject to the condition that Spirit provides the following ***** to the representative in connection with his or her duties:

(a) *****

(b) *****

Spirit agrees and acknowledges that the representative shall at all times remain an employee of IAE and shall, in such capacity, be entitled to holiday and vacation periods as are granted by IAE to its employees. However, such leaves shall not interfere with IAE’ s provision of the customer support services to Spirit, and should any leave for a customer support representative extend beyond *****, IAE agrees to provide a substitute representative to ensure continuity of service. Notwithstanding the foregoing, at no time shall any IAE customer support representative be considered an employee or independent contractor of Spirit.

2.3

Additional Customer Support Representative Network

The network of Pratt & Whitney, Rolls-Royce and other IAE customer support representatives located at Spirit’s destinations will be fully trained on all facets of V2500-A5 Engine line maintenance and will be available to assist Spirit as required.

***** Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission.

THIS DOCUMENT CONTAINS INFORMATION PROPRIETARY TO IAE.

[Page 2 of 3]

2.4

Customer Training

IAE is pleased to provide Spirit ***** formal training programs covering courses in engine operation, line maintenance, borescope inspection and troubleshooting, at the IAE Customer Training Center in Derby, England for a maximum of ***** for qualified Spirit personnel, for a period of ***** from initial EIS, for so long as Spirit operates one or more Aircraft in commercial service.

Alternatively, upon Spirit’s reasonable request, IAE will make available training at Spirit’s base in the United States, subject to scheduling availability and subject matter. In such case, Spirit will pay for reasonable travel, lodging and per diem expenses incurred by IAE training staff and Spirit may apply its Customer Training Credit in Side Letter No. 1 to pay for such costs.

2.5

Emergency Engine Lease Pool Support

IAE has established a worldwide pool of V2500-A5 emergency spare engines for lease to operators of V2500-A5 powered aircraft experiencing unforeseen operational emergencies. This emergency spare engine pool will be available to Spirit, if required, under the Standard Terms of Business for Lease of V2500-A5 Engines between Spirit and IAE dated as of October 4, 2004, provided that Spirit maintains Spare Engine coverage provided in the FHA. The rates offered will be *****.

Except as expressly amended by this Side Letter No. 2 and that certain Side Letter No. 1 between Spirit and IAE of even date herewith, all provisions of the Contract remain in full force and effect.


Very truly yours,				Agreed to and Accepted on behalf of:

IAE INTERNATIONAL AERO ENGINES AG				SPIRIT AIRLINES, INC.

/s/ illegible				/s/ John R. Severson
Name				Name

Director & GM Customer Business				John R. Severson
Title				Title EVP & CFO

***** Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission.

THIS DOCUMENT CONTAINS INFORMATION PROPRIETARY TO IAE.

[Page 3 of 3]

LOGO

March 1, 2005

Mr. Joseph Shallcross

Vice President of Procurement and Logistics

Spirit Airlines, Inc.

2800 Executive Way

Miramar, FL 33025

Subject:

Side Letter No. 3 to the V2500-A5 General Terms of Sale between IAE International Aero Engines AG and Spirit Airlines, Inc., dated March 1, 2005

Dear Mr. Shallcross:

We refer to the V2500-A5 General Terms of Sale dated March 1, 2005 (the “GTA”) between IAE International Aero Engines AG (“IAE”) and Spirit Airlines, Inc. (“Spirit”), such contract being hereinafter referred to as the “Contract.” Spirit will also enter into a certain Fleet Hour Agreement (the “FHA”). Unless expressly stated to the contrary, and to the extent possible, terms used in this Side Letter No. 3 shall have the same meaning given to them in the Contract, as modified by Side Letters No. 1 and No. 2 to the Contract.

This Side Letter No. 3 provides for a ***** from IAE to Spirit in support of Spirit’s new installed Engines based on the ***** A320 family aircraft identified in Exhibit E to the FHA for Purchased Aircraft, Leased Aircraft, Option Aircraft and Rolling Option Aircraft, which are owned or leased and operated by Spirit during the Period of Guarantee.

*****

Except as expressly amended by this Side Letter No. 3, all provisions of the Contract remain in full force and effect.


Very truly yours,				Agreed to and Accepted on behalf of:

IAE INTERNATIONAL AERO ENGINES AG				SPIRIT AIRLINES, INC.

/s/ illegible				/s/ John R. Severson
Name				Name

Director & GM Customer Business				John R. Severson
Title				Title EVP & CFO

***** Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission.

[Page 1 of 2]

EXHIBIT A

*****

***** Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission.

[Page 2 of 2]

LOGO

March 1, 2005

Mr. Joseph Shallcross

Vice President of Procurement and Logistics

Spirit Airlines, Inc.

2800 Executive Way

Miramar, FL 33025

Subject:

Side Letter No. 4 to the V2500-A5 General Terms of Sale between IAE International Aero Engines AG and Spirit Airlines, Inc., dated March 1, 2005

Dear Mr. Shallcross:

We refer to the V2500-A5 General Terms of Sale dated March 1, 2005 (the “GTA”) between IAE International Aero Engines AG (“IAE”) and Spirit Airlines, Inc. (“Spirit”), such contract being hereinafter referred to as the “Contract.” Unless expressly stated to the contrary, and to the extent possible, terms used in this Side Letter No. 4 shall have the same meaning given to them in the Contract, as modified by Side Letters No. 1, No. 2, and No. 3 to the Contract.

This Side Letter No. 4 provides for, among other things, the exercise of option aircraft, the conversion from A319 Aircraft to A320 or A321 Aircraft, additional delay rights for Spirit, and spare parts purchase terms.

1.	OPTION AIRCRAFT

1.1	Option Exercise

1.1.1 IAE acknowledges that AVSA S.A.R.L and Airbus (collectively, “Airbus”) have granted Spirit the right to purchase up to ***** new IAE powered A319 Aircraft (the “Option Aircraft”) for delivery in the following delivery quarters:


1.1.2	Delivery	# of Option Aircraft	Delivery	# of Option Aircraft
	*****	*****	*****	*****

1.1.3 The foregoing delivery quarters, which IAE agrees to support based on the terms and conditions in this Side Letter and the Contract, are provisional and will remain subject to prior sale and Airbus’s commercial and industrial constraints until the relevant Option Aircraft is converted into a firm order for an A319 Aircraft.

***** Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission.

[Page 1 of 4]

1.1.4 If agreed by Airbus, Spirit may reserve any of the delivery positions described in Paragraph 1.1.2 of this Side Letter No. 4 in respect of up to ***** Option Aircraft (which Option Aircraft will then become the “Reserved Option Aircraft”), provided that such delivery positions have not already been sold by Airbus to another customer. At the time of exercise and in respect of any Reserved Option Aircraft, subject to Airbus’ commercial and industrial constraints at the time, and after Spirit’s written request to Airbus with a copy to IAE, upon Airbus’ written consent, IAE will consent to, delivery quarters other than as may be reserved pursuant to this Paragraph 1.1.4.

1.1.5 Right to Firm-Up Option and Reserved Option Aircraft . Spirit may exercise its right to convert an Option Aircraft or Reserved Option Aircraft into a firm Purchased A319 Aircraft, no later than ***** months before the first day of the first month of the relevant delivery quarter (the “Latest Option Exercise Date”) of each such Option Aircraft.

1.1.6 Spirit will convert Option Aircraft and or Reserved Option Aircraft into a firm Purchased A319 Aircraft by written notice to Airbus and IAE. Upon confirmation and agreement from Airbus and timely notice to IAE of the same to allow the conversion, IAE will consent to such conversion.

1.1.7 Any Option Aircraft or Reserved Option Aircraft not converted into a firm order by the Latest Option Exercise Date shall automatically expire and Spirit and IAE shall have no further rights and obligations with respect to such Option Aircraft or Reserved Option Aircraft.

2.	ROLLING OPTION AIRCRAFT

2.1 IAE acknowledges that Airbus will grant Spirit ***** additional option aircraft for each Option Aircraft and/or Reserved Option Aircraft which is converted into a firm order (the “Rolling Option Aircraft”) and IAE agrees to provide propulsion systems for the same on the terms contained herein.

2.2 Each such Rolling Option Aircraft will be subject to the same terms and conditions as the Option Aircraft except that:

(i) Rolling Option Aircraft shall not have reserved delivery positions assigned thereto;

(ii) Deliveries shall be subject to agreement between Spirit and Airbus, with notice to IAE, and shall be subject to Airbus’s commercial and industrial constraints;

(iii) The delivery date in respect of any Rolling Option Aircraft shall not be scheduled later than the *****;

(iv) Any Rolling Option Aircraft not converted into a firm order by ***** will automatically expire and the parties will have no further rights and obligations to one another with respect to the expired Rolling Option Aircraft; and

(v) The maximum number of Aircraft that may be scheduled for delivery in any one (1) quarter is *****

3.	CONVERSION AIRCRAFT

*****

3.3 The conversion rights pursuant to this paragraph 3 shall also be applicable with respect to any Option Aircraft converted to a firm A319 Aircraft pursuant to the provisions of Paragraph 1 above, provided that the conversion is concluded not later than ***** months prior to delivery of the relevant Option Aircraft so converted to a firm A319 Aircraft.

***** Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission.

[Page 2 of 4]

4.	FLEET INTRODUCTORY ASSISTANCE CREDIT WITH RESPECT TO OPTION AIRCRAFT AND CONVERSION AIRCRAFT; FURTHER CONDITIONS

4.1 If Spirit exercises its right to convert Aircraft to a different model type as allowed by this Side Letter No. 4, IAE shall provide the corresponding Fleet Introductory Assistance (“FIA”) in Side Letter No. 1 to the Contract to the model type to which Spirit converts. For instance, if Spirit converts from an A319 to an A320 Aircraft, IAE will increase the FIA from A319 levels to A320 levels.

4.2 IAE’s agreement to provide the rights in Clause 1 to 4 of this Side Letter are conditional on the terms and conditions herein. Airbus actually providing such rights to Spirit, and Spirit not being in default of its obligations to IAE or Airbus.

5.	AIRCRAFT DELIVERY DELAYS

5.1 If Spirit fails to take delivery of said Aircraft in accordance with the delivery schedule in Exhibit B-1 to the Contract (or as otherwise rescheduled pursuant to this Side Letter No. 4 or written agreement between IAE and Spirit) and such failure is by reason of:

5.1.1 any delay that is due to (i) an Airbus caused delay not requested by Spirit or caused by Spirit’s inability to take the Aircraft, or (ii) fires, floods, or other acts of God, riots, insurrection, war, labor disputes, or terrorist attacks (a “Delivery Delay”). For the avoidance of doubt, a Delivery Delay would include an aircraft delay caused by IAE.

In the event of such Delivery Delay, IAE agrees that the time for delivery shall be extended by a period equal to the period for which delivery shall have been so hindered or prevented, and Spirit shall not be under any liability whatsoever in respect of such delay for up to ***** months. After the ***** month period of delay, IAE reserves the right to modify the rates for the warranties listed in Exhibit D-1 and D-2 (as enhanced by Side Letter No. 2 to the Contract), the guarantees listed on Exhibits D-5 to D-12 and in Side Letter No. 3 to the Contract, and the Fleet Hour Agreement.

5.2 Notwithstanding the foregoing, should the Aircraft delivery be delayed more than ***** months due to a Delivery Delay, IAE may any time thereafter terminate the order with respect to the Installation Items for the affected Aircraft so delayed or consider such Aircraft cancelled by Spirit, by giving prior written notice to Spirit. Upon receipt of such notice, both Spirit and IAE shall be free from any obligations as between each other in respect of the Installation Items for the affected Aircraft so delayed.

6.	SPARE PARTS PURCHASE OBLIGATIONS

IAE and Spirit recognize that Spirit will be purchasing Spare Parts from ***** or another supplier of Spare Parts mutually agreeable to IAE and Spirit (“Approved Spare Parts Source”). As such, to the extent Spirit purchases Spare Parts from an Approved Spare Parts Source, Clause 3.14 of the Contract entitled “Purchase by Spirit from Others” shall not apply.

***** Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission.

[Page 3 of 4]

7.	ASSIGNMENT

Notwithstanding any other provision of this Side Letter No. 4 or of the Contract, this Side Letter and the rights and obligations of Spirit hereunder will not be assigned or transferred in any manner without the prior written consent of IAE, and any attempted assignment or transfer in contravention of the provisions of this Paragraph 6 will be void and of no force or effect.

8.	COUNTERPARTS

This Side Letter No. 4 may be executed by the parties hereto in separate counterparts, each of which when so executed and delivered shall be an original, but all such counterparts shall together constitute one and the same instrument.

Except as expressly amended by this Side Letter No. 4, all provisions of the Contract remain in full force and effect.


Very truly yours,				Agreed to and Accepted on behalf of:

IAE INTERNATIONAL AERO ENGINES AG				SPIRIT AIRLINES, INC.

/s/ illegible				/s/ John R. Severson
Name				Name

GM & Director Customer Business				John R. Severson
Title				Title EVP & CFO

[Page 4 of 4]

LOGO

April 11, 2005

Mr. Joseph Shallcross

Vice President of Procurement and Logistics

Spirit Airlines, Inc.

2800 Executive Way

Miramar, FL 33025

Subject:

Side Letter No. 5 to the V2500-A5 General Terms of Sale between IAE International Aero Engines AG and Spirit Airlines, Inc., dated March 1, 2005

Dear Mr. Shallcross:

We refer to the V2500-A5 General Terms of Sale dated March 1, 2005 (the “GTA”) between IAE International Aero Engines AG (“IAE”) and Spirit Airlines, Inc. (“Spirit”), such contract being hereinafter referred to as the “Contract.” Unless expressly stated to the contrary, and to the extent possible, terms used in this Side Letter No. 5 shall have the same meaning given to them in the Contract, as modified by Side Letters No. 1, No. 2, No. 3, and No. 4 to the Contract.

This Side Letter No. 5 provides for the modification of the definitions of “Foreign Object Damage” and “Fleet Hour Agreement” for the reasons stated below.

1.	Modification to Certain Definitions

1.1 Clause 1.8 of the Contract entitled “Fleet Hour Agreement” is hereby deleted and replaced with the following new Clause 1.8 entitled “Fleet Hour Agreement” or “FHA”, to reflect the actual date of the Fleet Hour Agreement:

“1.8 ‘Fleet Hour Agreement’ or ‘FHA’ shall mean that certain Fleet Hour Agreement dated April 11, 2005 between Spirit and IAE.”

1.2 Clause 1.9 of the Contract entitled “FOD” or “Foreign Object Damage” is hereby deleted and replaced with the following new Clause 1.9 also entitled “FOD” or “Foreign Object Damage”, to make the definition identical to the same definition in the Fleet Hour Agreement:

“1.9 ‘FOD’ or ‘Foreign Object Damage’ shall mean any damage to any portion of the Engine caused by objects which are not part of the Engine or Engine option equipment, such as birds, stones, hail, ice, runway gravel, and runway debris up to three (3) inches in diameter at airports with FOD control programs.”

[Page 1 of 2]

Except as expressly amended by this Side Letter No. 5, all provisions of the Contract shall remain unchanged and in full force and effect.


Very truly yours,				Agreed to and Accepted on behalf of:

IAE INTERNATIONAL AERO ENGINES AG				SPIRIT AIRLINES, INC.

/s/ illegible				/s/ John R. Severson
Name				Name

General Mgr & Director Customer Business				John R. Severson
Title				Title EVP & CFO

[Page 2 of 2]

Exhibit 10.2

V2500 ^®

FLEET HOUR AGREEMENT

BETWEEN

IAE INTERNATIONAL AERO ENGINES AG

AND

SPIRIT AIRLINES INC.

IAE Proprietary Information – Confidential

Page 1

INDEX

Commencement

Recitals


CLAUSE 1	DEFINITIONS

CLAUSE 2	FHA SERVICES
	2.1	Periora of FHA
	2.2	Services Provided by IAE

CLAUSE 3	RESTORATION SHOP VISIT COVERAGE

CLAUSE 4	MISCELLANEOUS SHOP VISIT COVERAGE

CLAUSE 5	SPARE ENGINE SUPPORT COVERAGE

CLAUSE 6	TRANSPORTATION

CLAUSE 7	GENERAL FLEET HOUR AGREEMENT SERVICES

CLAUSE 8	EXCESS WORK

CLAUSE 9	OBLIGATIONS OF SPIRIT

	9.1	Provision of Information by Spirit
	9.2	Eligible Engines in a Testable Engine Configuration
	9.3	Insurance
	9.4	Spare Engine and Spare Parts Coverage
	9.5	Operation of Eligible Engines
	9.6	Administration
	9.7	One Time Concessions
	9.8	Payment
	9.9	Audit

CLAUSE 10	FHA RATES AND PAYMENT

	10.1	FHA Rate
	10.2	Spare Engine Support Coverage
	10.3	Excess Work
	10.4	Payment for Additional or Loss of LLP Life
	10.5	General Conditions
	10.6	Payment Conditions
	10.7	Taxes and Levies

CLAUSE 11	WARRANTIES

CLAUSE 12	EXCUSABLE DELAYS

IAE Proprietary Information – Confidential

Page 2


CLAUSE 13		DUPLICATE BENEFITS

CLAUSE 14		INTELLECTUAL PROPERTY

CLAUSE 15		AMENDMENT

CLAUSE 16		ASSIGNMENT

CLAUSE 17		EXHIBITS

CLAUSE 18		HEADINGS

CLAUSE 19		NOTICES

CLAUSE 20		EXCLUSION OF OTHER PROVISIONS AND PREVIOUS UNDERSTANDINGS

CLAUSE 21		TERMINATION, EXPIRATION AND EVENTS OF DEFAULTS

CLAUSE 22		NEGATION OF WAIVER

CLAUSE 23		SEVERABILITY AND PARTIAL INVALIDITY

CLAUSE 24		GOVERNING LAW

CLAUSE 25		LIMITATION OF LIABILITY

CLAUSE 26		PUBLICITY

CLAUSE 27		NONDISCLOSURE AND NON-USE

EXHIBIT A		ELIGIBLE ENGINE LIST

EXHIBIT B		IAE FHA ESCALATION FORMULA

EXHIBIT C		ACCESSORIES

EXHIBIT D		IAE VITAL STATISTICS LOG ATA REFERENCE LIST

EXHIBIT E		DELIVERY SCHEDULE

EXHIBIT F		POWERPLANT – DESCRIPTION AND OPERATION

IAE Proprietary Information – Confidential

Page 3

FLEET HOUR AGREEMENT

THIS FLEET HOUR AGREEMENT (the “Agreement” or the “FHA”) is made this 11 day of April 2005, between IAE INTERNATIONAL AERO ENGINES AG , a joint stock company organized and existing under the laws of Switzerland, with an office and place of business at IAE Building, 400 Main Street, M/S 121-10, East Hartford, Connecticut, 06108 USA (hereinafter called “IAE”), and SPIRIT AIRLINES INC. , a corporation organized and existing under the laws of Delaware, whose principal place of business is at 2800 Executive Way, Miramar, Florida 33025 (hereinafter called “Spirit”). IAE and Spirit may hereinafter be referred to as a “Party” or collectively as the “Parties” to this Agreement.

WHEREAS:

A.	IAE and Spirit recognize that the FHA coverage provided hereunder is for new V2500-A5 engines originally installed on new A320 family aircraft, all powered by new V2500-A5 Propulsion Systems.

B.	IAE and Spirit now wish to agree terms whereby IAE shall arrange for, manage and subcontract certain off-wing maintenance of the above referenced new V2500-A5 engines.

1.	Definitions

1.1.

“Accessory” or “Accessories” includes those items listed in Exhibit C to this Agreement originally installed and solely used on the Eligible Engines.

1.2.

“Airbus” or “Aircraft Manufacturer” shall mean Airbus SAS, a Société par Actions Simplifiée with its registered office at 1 rond-point Maurice Bellonte, 31700 Blagnac, France, together with its successors and assigns.

1.3.

“Aircraft” shall mean:

1.3.1. Fifteen (15) V2500 powered aircraft, including the firm purchase of ***** new A319 aircraft (includes ***** A319 aircraft and ***** A319 aircraft through a sale-leaseback, purchase assignment or other financing arrangement with Singapore Aircraft Leasing Enterprise USA Corp.), powered by new V2524-A5 Propulsion Systems, and ***** new A321 aircraft powered by new V2533-A5 Propulsion Systems (collectively, the fifteen aircraft are the “Purchased Aircraft”), being acquired by Spirit from Airbus for delivery in accordance with the schedule set forth in Exhibit E hereto; and

1.3.2. ***** A320 family leased aircraft, powered by new V2500-A5 Propulsion Systems (collectively, the ***** aircraft are the “ILFC Leased Aircraft”) being leased by Spirit from ILFC, for delivery in accordance with the schedule set forth in Exhibit E hereto; and

1.3.3. ***** A320 family leased aircraft, powered by new V2500-A5 Propulsion Systems (collectively, such aircraft are the “Additional Leased Aircraft”) being

***** Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission.

IAE Proprietary Information – Confidential

Page 4

leased by Spirit from one or more lessors, for delivery in accordance with the schedule to be set forth in the respective lease agreements which schedules will be notified to IAE in writing by no later than February 1, 2005; and

1.3.4. options to purchase ***** new A320 family aircraft powered by new V2500 Propulsion Systems (the “Option Aircraft”) being acquired by Spirit from Airbus, for delivery in accordance with the schedule set forth in Exhibit E hereto; and

1.3.5. rolling options to purchase ***** new A320 family aircraft powered by new V2500 Propulsion Systems (the “Rolling Option Aircraft”) being acquired by Spirit from Airbus, for delivery in accordance with the schedule set forth in Exhibit E hereto; and

1.3.6. ***** new A320 family aircraft, powered by V2500-A5 Propulsion Systems, not otherwise covered in Clauses 1.3.1. through 1.3.5. above (“Other New Aircraft”); and

1.3.7. upon the written consent of IAE, not to be unreasonably withheld, ***** A320 family aircraft powered by V2500-A5 Propulsion Systems, not otherwise covered in Clauses 1.3.1. through 1.3.6. above (“Used Aircraft”).

The above Aircraft deliveries referenced in Section 1.3 and appearing on Exhibit E are subject to the rescheduling and scheduling rights and lead-time agreed to between Spirit and IAE in writing (if any), which rights shall be no greater than those appearing in the Aircraft Purchase Agreement or applicable lease agreement.

1.4.

“Aircraft Maintenance Manual” or “AMM” means the aircraft maintenance manual published by Airbus for the Aircraft.

1.5.

“Aircraft Purchase Agreement” shall mean that certain Airbus A320 Family Purchase Agreement between Spirit Airlines, Inc. and AVSA, S.A.R.L. dated as of May 5, 2004 as amended from time to time.

1.6.

“Airworthiness Directive” shall mean any applicable airworthiness directive issued by the FAA, based on certification rules current as of the date of this Agreement.

1.7.

“Aviation Authority” shall mean the FAA.

1.8.

“AVSA” shall mean AVSA, S.A.R.L., a Société par responsabilité limitée organized and existing under the laws of the Republic of France with its registered office at 1 Rond-Point Maurice Bellonte, 31700 Blagnac, France, together with its successors and assigns.

***** Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission.

IAE Proprietary Information – Confidential

Page 5

1.9.

“Business Day” shall mean a day other than a Saturday, Sunday or holiday on which commercial banking institutions are closed for business in the City of New York, New York, United States.

1.10.

“Engine Build Unit Component” or “EBU” shall mean those items listed as such in Exhibit F to this Agreement”.

1.11.

“Eligible Engine(s)” shall mean the new Engines originally installed on the Aircraft as set forth in Exhibit A and delivered in accordance with the schedule set forth in Exhibit E hereto, subject to the rescheduling and scheduling rights and lead-time agreed to in writing between Spirit and IAE (if any), which rights shall be no greater than those appearing in the Aircraft Purchase Agreement or applicable lease agreement.

1.12.

“Eligible Engine Flight Hours” shall mean for each Eligible Engine and each Spare Engine (as defined below), the sum total of each hour or part thereof (fractions thereof measured to two decimal places) elapsing from the moment the wheels of an Aircraft, on which any Eligible Engine or Spare Engine is installed, leave the ground on take-off to the moment when the wheels of such Aircraft touch the ground on landing during the Period of FHA.

1.13.

“Eligible Engine Removal” shall mean a removal of an Eligible Engine or a Spare Engine from an Aircraft as a result of exceedance of AMM limits for continued operation which cannot be corrected on-wing and/or is mutually determined by the FHA Manager and Spirit to be necessary.

1.14.

“Engine(s)” shall mean the basic IAE V2500-A5 turbofan engine, including the fan, low pressure compressor, high pressure compressor, diffuser/combustor/ nozzle, high pressure turbine, low pressure turbine, as defined in the applicable IAE vital statistics log contained in Exhibit D of this Agreement excluding Accessories, EBU Components, Quick Engine Change Unit (“QEC”) Components, Buyer Furnished Equipment and Nacelle.

1.15.

“Excess Work” shall mean work and the provision of goods and services undertaken by the Maintenance Center(s) or IAE during a Restoration Shop Visit or Miscellaneous Shop Visit pursuant to this Agreement, which is not covered by the FHA Rates under this Agreement.

1.16.

“FAA” shall mean the United States Federal Aviation Administration.

1.17.

“Failure” shall mean the breakage or malfunction of a Part (or Parts) rendering the Engine unserviceable and incapable of continued operation without corrective action which is not as a result of misuse, neglect, accident or maintenance not in accordance with the (i) FAA approved Spirit maintenance program, (ii) AMM, (iii) MMP, or (iv) industry wide and IAE written instructions recommended by the FHA Manager (acting reasonably) and agreed to with Spirit, by any party other than IAE or the Maintenance Center(s).

IAE Proprietary Information – Confidential

Page 6

1.18.

“FAR” shall mean United States Federal Aviation Regulation.

1.19.

“FHA” or “Fleet Hour Agreement” shall mean this Agreement.

1.20.

“FHA Manager” shall mean the manager provided by IAE for the support of the operation of this Agreement in accordance with the provisions of Clause 7.5 of this Agreement.

1.21.

“FHA Rate(s)” shall mean the rate set forth in Clauses 10.1 and 10.2 of this Agreement.

1.22.

“FOD” or “Foreign Object Damage” shall mean any damage to any portion of the Engine caused by objects which are not part of the Engine or Engine option equipment, such as birds, stones, hail, ice, runway gravel, and runway debris up to three (3) inches in diameter at airports with FOD control programs.

1.23.

“Life Limited Parts” or “LLPs” shall mean the Parts identified in Chapter 5 of the V2500-A5 Engine Manual as having specific life limits.

1.24.

“Maintenance Center(s)” shall mean the maintenance center(s) from time to time designated by IAE as the provider(s) of the services to be performed pursuant to Clause 2.2 of this Agreement. All such Maintenance Centers shall, at a minimum, (i) hold valid FAR 145 repair station certificates covering service on engines, modules and parts in accordance with the original equipment manufacturer’s manuals and other applicable documentation; and (ii) be approved under Spirit’s Maintenance Program.

1.25.

“Maintenance Management Plan” or “MMP” shall mean the then-current V2500-A5 engine maintenance planning documents described in Clause 7 of this Agreement. The MMP will be customized for Spirit by IAE in consultation with Spirit.

1.26.

“Miscellaneous Shop Visit” shall mean any Eligible Engine Removal shop visit to the Maintenance Center(s) resulting from Failure of a Part in an Eligible Engine, other than for a Restoration Shop Visit, following an Eligible Engine Removal, where the maintenance performed on the Eligible Engine includes either the separation of pairs of major mating engine flanges (except for the purpose of shipment without subsequent internal maintenance of the Eligible Engine) or removal of a disk, hub or spool.

1.27.

“OEM” shall mean the applicable original equipment manufacturer.

1.28.

“Part(s)” shall mean Engine part(s) provided under this Agreement and delivered by IAE to Spirit as original equipment in an Eligible Engine, or Engine spare parts provided by IAE in support of Eligible Engines, excluding Accessories, EBU Components, QEC Components and Nacelle.

IAE Proprietary Information – Confidential

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1.29.

“Period of FHA” shall mean the period in which IAE agrees to provide the services pursuant to this Agreement, as set out in Clause 2.1 of this Agreement.

1.30.

“Period of Spare Engine Coverage” shall mean the period in which IAE agrees to provide the Spare Engine Coverage pursuant to this Agreement, as set out in Clause 5 of this Agreement.

1.31.

“QEC Component” shall mean those items listed as such in Exhibit F to this Agreement.

1.32.

“Restoration Shop Visit” shall mean a shop visit for an Eligible Engine agreed by IAE following an Eligible Engine Removal where (i) the maintenance performed on the Eligible Engine includes the separation of pairs of major mating engine flanges (except for the purpose of shipment without subsequent internal maintenance of the Eligible Engine) or removal of a disk, hub or spool and (ii) for which a Workscope requires the removal, inspection, and repair or replacement of first stage blades installed in the high pressure turbine of such Eligible Engine, as a result of normal engine operation, and which is not initiated as a result of the Failure of such blades rendering them unserviceable and incapable of continued operation without corrective action.

1.33.

“Spare Engine(s)” shall mean the V2500-A5 Engine(s) provided under Clause 5 of this FHA by IAE from time to time as a part of the Spare Engine coverage.

1.34.

“Support Contract” or “GTA” shall mean the V2500 GENERAL TERMS OF SALE AND SUPPORT CONTRACT, between IAE and SPIRIT dated March 1, 2005.

1.35.

“Target Service Bulletins” shall mean those V2500 service bulletins issued by IAE that are designated as such in the MMP as agreed by the FHA Manager.

1.36.

“Testable Engine” shall mean an Eligible Engine which when sent for a Restoration Shop Visit or Miscellaneous Shop Visit shall have adequate Accessories installed so as to enable the Engine to be tested either prior to or following its repair without the need for making use of units provided by the Maintenance Center(s).

1.37.

“Workscope” shall mean a written instruction from IAE in accordance with the MMP, approved by Spirit, to the Maintenance Center(s) which authorizes the Maintenance Center(s) to undertake work on the Eligible Engines.

2.	FHA Services

2.1.

Period of FHA

Unless otherwise specifically stated herein, IAE shall provide all of the services set out in this Agreement for a period of fifteen (15) years beginning from the entry into service of each Eligible Engine.

***** Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission.

IAE Proprietary Information – Confidential

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2.2.

Services Provided by IAE

IAE shall provide to Spirit the following FHA service coverage for the Period of FHA for each Eligible Engine:

2.2.1. Restoration Shop Visit coverage in accordance with the terms of Clause 3

2.2.2. Miscellaneous Shop Visit coverage in accordance with the terms of Clause 4

2.2.3. Spare Engine Support coverage in accordance with the terms of Clause 5

2.2.4. Transportation in accordance with the terms of Clause 6

2.2.5. General FHA Services in accordance with the terms of Clause 7

2.2.6. Excess Work as required in accordance with the terms of Clause 8

The provision of such coverage by IAE is subject to Spirit’s substantial fulfillment of its obligations under Clause 9.

3.	Restoration Shop Visit Coverage

IAE shall establish and manage a plan for Restoration Shop Visits, which may be amended by IAE from time to time with the approval of Spirit, which shall not be unreasonably withheld. Each Eligible Engine following an Eligible Engine Removal shall be forwarded to the Maintenance Center(s) in accordance with such plan.

IAE shall communicate the Workscope to the Maintenance Center(s) and cause the Maintenance Center(s) to complete the Restoration Shop Visit. IAE shall pay to the Maintenance Center all charges incurred in respect of goods, work and services carried out during the Restoration Shop Visit for the following items:

3.1.

Labor, test cell fees (including fuel and oils consumed at Eligible Engine test), new and used material, material handling fees and vendor fees required to:

3.1.1. perform Engine reconditioning and repair in accordance with the Workscope to make the Engine serviceable to the specifications established in accordance with the then current customized MMP for Spirit, IAE technical publications, Airworthiness Directives or other IAE and FAA approved maintenance procedures. IAE’s obligations for an Engine repair caused by Foreign Object Damage shall be limited to the provision of repair work and Parts provided through the Maintenance Center(s) to a maximum of ***** per event and such liability shall only be incurred to the extent that the damage is uninsured or not covered by insurance for failure to have met any deductible or otherwise;

3.1.2. perform required Eligible Engine testing;

***** Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission.

IAE Proprietary Information – Confidential

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3.1.3. inspect, repair or replace Parts as required by Airworthiness Directives;

3.1.4. incorporate applicable Target Service Bulletins (excluding Accessories) in accordance with the incorporation policy defined in the customized MMP. IAE reserves the right to eliminate or include certain Target Service Bulletins from incorporation under this Agreement in the following circumstances:

(a)

the Target Service Bulletin category is inconsistent with the experience of Spirit or similar operators; or

(b)

the timing of the rework to incorporate the Target Service Bulletin is inconsistent with the overall objectives of the management of engine maintenance for low cost and reliable operation.

The determination of such elimination and inclusion shall be made in consultation with Spirit.

3.1.5. damage caused by IAE, the Maintenance Center, or IAE’s recommendations.

3.1.6. replacement/repair of LLPs for damage, subject to pro-rata adjustment for life consumed.

3.2.

IAE warrants that title to Parts incorporated into Eligible Engines by the Maintenance Center(s) shall pass to Spirit free and clear of all security interests, claims, encumbrances and rights of IAE, the Maintenance Centers or others. Spirit warrants that title to Parts removed from Eligible Engines by the Maintenance Center(s) shall pass to IAE free and clear of all security interests, claims, encumbrances and rights of Spirit or others at the time that title to the replacement Part passes to Spirit as described above.

3.3.

Excluded from coverage under the Restoration Shop Visit Coverage is any work, goods, services, charges or fees arising from, but not limited to, the following:

3.3.1. removal, repair or replacement of LLPs (other than for Failure);

3.3.2. foreign object damage which is malicious or negligent and not caused by IAE or the IAE Maintenance Center(s);

3.3.3. service bulletins required by Spirit which are not within the scope of this Agreement;

3.3.4. maintenance of Buyer Furnished Equipment (“BFE”) and Nacelle components (as such terms are defined in Exhibit F hereto);

3.3.5. maintenance of QEC Components and EBU Components; and

3.3.6. maintenance of Accessories.

IAE Proprietary Information – Confidential

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If performed by IAE, such work, goods, services, charges or fees shall be covered under the provisions of Clause 8 of this Agreement.

4.	Miscellaneous Shop Visit Coverage

Prior to an Eligible Engine Removal for a Miscellaneous Shop Visit, Spirit shall use its best efforts (including complying with IAE and Airbus manuals and trouble shooting recommendations) to correct the problem leading to the potential unplanned Eligible Engine Removal. If the problem cannot be corrected on-wing, the Eligible Engine shall be removed and, in a timeframe advised by IAE and approved by Spirit (such approval not to be unreasonably withheld), shall be forwarded to the Maintenance Center(s) together with available data obtained and provided by Spirit to IAE from aircraft system interrogations in a format mutually acceptable to Spirit and IAE.

IAE shall communicate the Workscope to the Maintenance Center(s) and cause the Maintenance Center(s) to complete the Miscellaneous Shop Visit. IAE shall pay to the Maintenance Center charges directly incurred in respect of goods, work and services carried out during the Miscellaneous Shop Visit for the following items:

4.1.

Labor, test cell fees (including fuel and oils consumed at Engine test), new and used material, material handling fees and any vendor fees required to:

4.1.1. perform Engine reconditioning and repair in accordance with the Workscope to make the Engine serviceable to the specifications established in accordance with the then current customized MMP for Spirit, IAE technical publications, Airworthiness Directives and other IAE and/or FAA approved maintenance procedures. IAE’s obligations for an Engine repair caused by Foreign Object Damage shall be limited to the provision of repair work and Parts provided through the Maintenance Center(s) to a maximum of U.S.$500,000 (Five Hundred Thousand United States Dollars) per event and such liability shall only be incurred to the extent that the damage is uninsured or not covered by insurance for failure to have met any deductible or otherwise;

4.1.2. inspect, repair or replace Parts as required by Airworthiness Directives;

4.1.3. perform required Eligible Engine testing;

4.1.5. damage caused by IAE, the Maintenance Center, or IAE’s recommendations; and

4.1.6. replacement/repair of LLPs for damage, subject to pro-rata adjustment for life consumed.

4.2.

IAE warrants that title to Parts incorporated into Eligible Engines by the Maintenance Center(s) shall pass to Spirit free and clear of all security interests, claims, encumbrances and rights of IAE the Maintenance Centers or others. Spirit warrants that title to Parts removed from Eligible Engines by the Maintenance Center(s) shall pass to IAE free and clear of all security interests, claims, encumbrances and rights of Spirit or others at the time that title to the replacement Part passes to Spirit as described above.

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4.3.

Excluded from coverage under the Miscellaneous Shop Visit Coverage is any work, goods, services, charges or fees arising from, but not limited to, the following:

4.3.1. removal, repair or replacement of LLPs (other than for Failure);

4.3.2. foreign object damage which is malicious or negligent and not caused by IAE or the IAE Maintenance Center(s);

4.3.3. service bulletins required by Spirit which are not within the scope of this Agreement;

4.3.4. maintenance of BFE and Nacelle components (as such terms are defined in Exhibit F hereto);

4.3.5. maintenance of QEC Components and EBU Components; and

4.3.6. maintenance of Accessories.

If performed by IAE, such work, goods, services, charges or fees shall be covered under the provisions of Clause 8 of this Agreement.

5.	Spare Engine Support Coverage

5.1.

IAE shall deliver a serviceable replacement Spare Engine for all Eligible Shop Visits when the FHA Manager and Spirit mutually determine that an additional Spare Engine is required to support an Eligible Shop Visit. For Eligible Engines being removed within the continental United States, IAE will make reasonable efforts to provide a replacement Spare Engine within twenty-four hours and in any event will deliver such Spare Engine no later than forty-eight hours. For Eligible Engines being removed outside the continental United States, IAE will make reasonable commercial efforts to provide a replacement Spare Engine within a commercially reasonable time for priority delivery of such Spare Engine. Such Spare Engine shall be provided to Spirit subject to the Standard Terms of Business for Lease (“STOBL”) of V2500 Engines between IAE and Spirit dated as of October 5, 2004, except that the daily, transportation and post lease inspection fees will be *****. IAE shall equip the Spare Engines with QEC and BFE to support Eligible Shop Visits. The period of the Spare Engine Support Coverage shall begin with the entry into service of the first Eligible Engine and terminate ***** after the entry into service of the first Eligible Engine (the “Period of Spare Engine Support Coverage”). Should Spirit require a Spare Engine to support a non-Eligible Shop Visit, then STOBL terms shall apply including, but not limited to, the then-current provisioned daily and utilization fees, round trip transportation and post lease inspection fees.

***** Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission.

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5.2.

IAE’s obligation to provide such V2500-A5 Spare Engine Support Coverage to Spirit is contingent on the following in addition to the General Conditions specified in Clause 10.5:

5.2.1. Spirit demonstrating upon request and reasonable notice from IAE to IAE’s reasonable satisfaction that standard, prudent maintenance practices, including, but not limited to, timely line maintenance have been followed;

5.2.2. Spirit managing its fleet in accordance with the MMP and the AMM; and

5.2.3. Spirit demonstrating to the reasonable satisfaction of IAE, the availability of sufficient Accessories, components and Parts to maintain proper support of the Eligible Engines.

5.3.

Unless otherwise determined by the FHA manager acting reasonably, Spirit is to return, at ***** cost, a Spare Engine within fifteen (15) days after Spirit’s engine is available to Spirit for installation. For non-Eligible Shop Visits, terms of the STOBL apply as described above.

6.	Transportation

6.1.

IAE shall be responsible for the transportation of Eligible Engines for Eligible Shop Visits from Spirit’s facilities in Ft. Lauderdale, Florida and Detroit, Michigan, as applicable (unless otherwise agreed to by both Parties in writing) to the Maintenance Center, and the return of such Engines to Spirit’s facilities in Ft. Lauderdale, Florida and Detroit, Michigan, as applicable (unless otherwise agreed to by both Parties in writing). For the avoidance of doubt, Spirit shall be responsible for all other transportation, including, transportation for non-Eligible Shop Visits. IAE agrees to work with Spirit to obtain ferry permits as required to move aircraft experiencing engine defects that are beyond published operating limits and requiring engineering approval to ferry to continental United States airports from which it is possible to ship V2500-A5 engines. Spirit will not be required to cover the costs of shipping engines between overseas destinations, but merely from overseas destinations to continental United States airports from which it is possible to ship V2500-A5 engines.

*****

6.2.

Delivery of Eligible Engines and return of Spare Engines supporting Eligible Shop visits to IAE shall be Ex-Works Spirit’s base in Ft. Lauderdale, Florida or Detroit, Michigan (INCOTERMS 2000); redelivery of Eligible Engines and delivery of Spare Engines to support Eligible Shop visits to Spirit shall be Ex-Works Spirit’s base in Ft. Lauderdale, Florida or Detroit, Michigan (INCOTERMS 2000) (unless otherwise agreed to by both Parties in writing).

***** Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission.

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6.3.

For the purposes of the transportation of Eligible Engines as required under this Agreement, Spirit shall use its best efforts to:

6.3.1. make Eligible Engines available for shipment within twenty-four (24) hours following Eligible Engine Removals, ensuring that each Eligible Engine which is sent to the Maintenance Center(s) is accompanied by a data log which shall include Eligible Engine total time and cycles, date of Eligible Engine removal, reason for removal and authorization for the work to be accomplished (the FHA Manager shall verify the provision of all such documentation (including the engine log) and shall ensure the return of all such documentation, as applicable, to Spirit);

6.3.2. acknowledge its receipt in writing of an Eligible Engine in an acceptable condition.

6.3.3. maintain in a serviceable condition one (1) IAE provided transportation stand per spare Eligible Engine provided under the Spare Engine Coverage plus an additional serviceable IAE provided transportation stand; and

6.3.4. at the time of an Eligible Engine Removal, remove the Eligible Engine from the Aircraft, mount it on an IAE approved transportation stand and prepare such Eligible Engine for shipment, all in accordance with the procedures specified in the applicable IAE manuals.

6.4.

There is ***** charge to Spirit for the Engine Transportation described in this Clause 6.

7.	General Fleet Hour Agreement Services

As part of the provision by IAE of the Fleet Hour Agreement coverage, IAE shall provide the following general Fleet Hour Agreement services:

7.1.

the provision of a customized MMP for the Eligible Engines, agreed upon by both Spirit and IAE. The MMP shall establish maintenance requirements including LLP management, incorporation of applicable Target Service Bulletins and Aviation Authority Airworthiness Directive requirements, and Eligible Engine removal planning;

7.2.

the provision to Spirit of required documentation, including Eligible Engine test logs and serviceable tags, the Eligible Engine log book following a Restoration Shop Visit and Miscellaneous Shop Visit and Restoration Shop Visit and Miscellaneous Shop Visit reports and off-wing records required by the Aviation Authority;

7.3.

the provision of advice on Airworthiness Directives;

7.4.

analysis of engine condition monitoring data provided by Spirit with respect to the Eligible Engines;

***** Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission.

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7.5.

a FHA Manager based at IAE’s offices, who shall be the point of contact for Spirit in respect of services described in this Agreement. The following responsibilities of IAE shall normally be undertaken by the FHA Manager:

7.5.1. the review of Restoration Shop Visit and Miscellaneous Shop Visit projections with Spirit;

7.5.2. the provision of periodic program reviews;

7.5.3. the scheduling of Eligible Engines for refurbishment;

7.5.4. the definition to the Maintenance Center(s) of the work to be accomplished on Eligible Engines at each Restoration Shop Visit and Miscellaneous Shop Visit;

7.5.5. the dissemination of periodic engineering updates which are applicable to the Eligible Engines;

7.5.6. overall program coordination;

7.5.7. engineering and management services which will maintain off-wing maintenance records required by the Airworthiness Authorities, excluding LLP record keeping; and document investigations, findings and shop visits. For the avoidance of doubt, IAE will provide back to birth records of exchanged LLPs;

7.5.8. the review with Spirit of the IAE standard FHA Administration Manual;

8.	Excess Work

Costs incurred by IAE or the Maintenance Center(s) directly related to the services provided to Spirit as a result of this Agreement, but which do not fall under the coverage in this Agreement shall be Excess Work. Such Excess Work shall be determined by IAE and approved by Spirit (such approval not to be unreasonably withheld) and shall be paid for by Spirit in accordance with Clause 10.3 of this Agreement. Such approval, if it causes a delay, shall be considered an excusable delay.

8.1.

Excess Work shall include (but not be limited to), any labor, material and other charges for Eligible Engines that:

8.1.1. require repairs for insured in-flight and/or ground accident damage, except for the Foreign Object Damage coverage described in Clause 3.1.1;

8.1.2. were not maintained and operated in accordance with Clause 9.5:

8.1.3. have been subjected to misuse, neglect, accident or maintenance not in accordance with the (i) FAA approved Spirit maintenance program, (ii) AMM, (iii) MMP, or (iv) industry wide and IAE written instructions recommended by the FHA Manager (acting reasonably) and agreed to with Spirit, by any party other than IAE or any Maintenance Center(s);

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8.1.4. have suffered damage directly resulting from a part not originally supplied by IAE;

8.1.5. have suffered damage directly resulting from occurrences outside the course of Spirit’s normal business activities as a commercial airline, such occurrences including, but not being limited to, acts of God (excluding events covered by IAE FOD coverage), use by government agencies and services (except for Civil Reserve Air Fleet use or operating under FAR 121), acts of war, rebellion, seizure, terrorism, riots or other belligerent acts;

8.1.6. have been exposed by Spirit to exceedance of Engine operating limits published by IAE not caused by a Failure;

8.1.7. have been delivered to the Maintenance Center(s) with missing Parts or Accessories, requiring the use of units provided by the Maintenance Center(s) to permit the testing of the Eligible Engine following its refurbishment; or

8.1.8. Spirit has failed to substantially meet its obligations under Clause 9.

The removal, repair or replacement of LLPs (other than for damage or where directed by IAE from the previous shop visit) and any directly associated additional costs, and work requested by Spirit which is not covered by the terms of this Agreement will, at IAE’s election, be invoiced as Excess Work.

9.	Obligations of Spirit

Spirit agrees to fulfill the following responsibilities and perform the following tasks and to reasonably cooperate with IAE in the performance of IAE’s responsibilities hereunder.

9.1.

Provision of Information by Spirit

Spirit shall at its own expense maintain electronic condition monitoring capabilities for each Eligible Engine, and with respect to information and data required for the performance of this Agreement, Spirit shall:

9.1.1. maintain, collect and provide to IAE (or its service provider) in electronically readable form in “real time” via the Aircraft Communications Addressing and Reporting System (“ACARS”) and in a format agreed to by IAE acting reasonably, performance trend monitoring data on each Eligible Engine inclusive of electronic downloads of engine take-off and cruise performance data, and maintain timely records in form and detail sufficient for the accurate and expeditious administration of the terms of this Agreement, and assessment of operating conditions relative to those set out in Clause 10.5 of this Agreement;

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9.1.2. implement and follow the IAE recommendations resulting from analysis of the performance trend monitoring data;

9.1.3. make available, and provide access, to IAE’s provider of electronic condition monitoring data analysis, all data collected in accordance with Clause 9.1.1. above in an electronic format agreed to by IAE, acting reasonably, as required for the operation and administration of this Agreement;

9.1.4. within ten (10) calendar days after the end of each month during the Period of FHA, report to IAE, in an electronic format agreed to by IAE, acting reasonably, the hours and cycles flown for each flight by each Eligible Engine during the preceding month;

9.1.5. ensure that all data required by IAE to facilitate the correction of any problem causing an Eligible Engine Removal is made available as soon as practicable to IAE;

9.1.6. ensure that each Eligible Engine delivered to the Maintenance Center(s) is accompanied by a data log. Such data log shall include Eligible Engine total time and cycles, date of Eligible Engine removal, reason for removal and authorization for the work to be accomplished;

9.1.7. provide the Engine serial numbers within thirty (30) Business Days of acceptance by Spirit of each applicable Aircraft. Such Engines shall be accepted by IAE before the Engines are deemed to be Eligible Engines under this Agreement.

Incremental costs incurred by IAE or the Maintenance Center as a result of Spirit failing to meet its obligations as set forth in Section 9 of this Agreement, shall be charged to Spirit as Excess Work.

9.2.

Eligible Engines in a Testable Engine Configuration

Spirit shall ensure Eligible Engines are available for FHA services in a Testable Engine configuration (when inducted at the Maintenance Center) with all appropriate Accessories, EBU Components and QEC Components attached and in “as removed” condition. If the Maintenance Center(s) is required to use replacement units to make such Eligible Engine testable unless caused by IAE or due to IAE’s direction, the lease charges and man hours required to achieve a Testable Engine configuration and to remove such units shall be charged to Spirit as Excess Work.

9.3.

Insurance

9.3.1. IAE’s responsibility for risk of loss of an Eligible Engine shall commence from the time such Eligible Engine is hooked and securely loaded at the location agreed to in Clause 6 above and at a date and time agreed to by IAE’s shipping agent onto the designated IAE shipper’s transportation vehicle and shall terminate in its entirety upon such Eligible Engine being delivered Ex Works (INCOTERMS 2000) at the location agreed to in Clause 6 above.

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9.3.2. IAE’s shipping agent and Spirit’s receiving agent shall both acknowledge their receipt in writing of an Eligible Engine in an acceptable condition in order to affect the shifting of the risk of loss as aforesaid. Eligible Engines shall be insured by IAE and its designated shippers at their replacement value determined at the time of loss.

9.3.3. During the Period of FHA, IAE shall, or cause the Maintenance Center(s) to, effect and maintain reasonably sufficient (a) All Risk Property insurance covering loss or damage to the Eligible Engines and (b) Commercial General Liability insurance for bodily injury, accidental death, and property damage to third parties, with limit of liability of not less than ***** per occurrence. In addition, IAE carries Aircraft Products Liability Insurance of no less than ***** per occurrence and in the aggregate for bodily injury and property damage arising from War Risk Perils as defined in AVN52. This coverage shall be subject to a sublimit of ***** per occurrence.

9.3.4. Spirit shall maintain Aviation Liability Insurance in which the minimum limit of liability for bodily injury, including death, and property damage to passengers and third parties shall be ***** per occurrence for bodily injury and property damage arising from War Risk Perils as defined in AVN52. This coverage shall be subject to a sublimit of ***** per occurrence.

9.4.

Spare Engine and Spare Parts Coverage

9.4.1. In lieu of purchasing Spare Engines to support its fleet, Spirit shall pay for and maintain the Spare Engine coverage described in Clause 5 of this FHA. Spirit recognizes that failure to pay for and maintain Spare Engine Coverage under the FHA is a material default under the FHA. If the term of the Spare Engine Coverage expires at the end of its term, the FHA shall continue for the Period of the FHA, unless the FHA has otherwise been terminated.

9.4.2. In addition, Spirit agrees to demonstrate, upon the reasonable request of IAE and upon sufficient advanced notice as not to disrupt Spirit’s operations, the availability of sufficient Accessories, components and Parts to provide maintenance support according to Spirit’s FAA approved Maintenance Program of the Eligible Engines.

9.5.

Operation of Eligible Engines

Spirit shall operate and maintain the Eligible Engines in accordance with the AMM, the MMP, and adhere to any industry wide and IAE written instructions recommended by the FHA Manager (acting reasonably) and agreed to with Spirit, including, but not limited to, service information letters, all operator wires, non-modification service bulletins and Airworthiness Directives and operate the Eligible Engines in a manner consistent with standard industry practice. Spirit

***** Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission.

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shall incorporate the relevant provisions of the MMP into its then current airworthiness maintenance program, including undertaking timely on-wing line maintenance and effective troubleshooting in accordance with IAE’s Engine and technical manuals and other reasonable written requests issued from time to time by IAE and the AMM.

For the avoidance of doubt, Spirit shall operate the Eligible Engines using fuels, oils and other consumables which have been approved for use on the Eligible Engines by IAE.

9.6.

Administration

Spirit shall cooperate with IAE to fulfill any reasonable administrative or other requirements of the Maintenance Center(s).

9.7.

One Time Concessions

Spirit shall not unreasonably withhold its approval of any IAE proposed utilization of “One Time Concessions” on Eligible Engines.

9.8.

Payment

Spirit shall make payment as required in accordance with Clause 10 of this Agreement.

9.9.

Audit

Spirit shall permit IAE representatives reasonable access to maintenance and technical documentation upon sufficient advanced notice for the purposes of the auditing of Spirit’s line maintenance and flight operation activity, and for the purposes of the audit of the information provided by Spirit under Clause 9.1 above. For the avoidance of doubt, Spirit shall not be required to disrupt its regular operations to accommodate IAE audit requests.

10.	FHA Rates and Payment

10.1.

FHA Rate

10.1.1. The FHA Rates paid by Spirit to IAE in respect of the services set out in Clause 3 and Clause 4 of this Agreement for the Eligible Engines covered by this Agreement shall be as follows for the Period of the FHA per Eligible Engine Flight Hour (in United States Dollars):

A319

A320

A321

Restoration Shop Visit Rate:

*****

Miscellaneous Shop Visit Rate:

*****

***** Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission.

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The FHA Rates are subject to escalation from the base month of October 2003 to the date of calculation of the applicable FHA Rate in accordance with the formula set forth in Exhibit B to this Agreement. Additionally, IAE reserves the right to make an adjustment of the rates if the operating parameters in Clause 10.5 change, the fleet mix and quantity are different than described in Clause 10.1.1 above or Spirit fails to pay for Spare Engine Coverage. Such changes will be made using methodology that is consistent with the methodology used to develop the original rates.

10.1.2. Restoration Shop Visit Rate Invoicing : IAE shall invoice Spirit at induction of the Restoration Shop Visit an amount equal to the escalated FHA Rate multiplied by the Eligible Engine Flight Hours flown by such Eligible Engine since new or if the Eligible Engine has had a Restoration Shop Visit, since its last Restoration Shop Visit.

10.1.3. Miscellaneous Shop Visit Rate Invoicing : IAE shall invoice Spirit on a monthly basis in an amount equal to the escalated FHA Rate multiplied by the Eligible Engine Flight Hours flown by Eligible Engines in the previous month.

10.1.4. Spare Engine Usage Rate Invoicing : While Spare Engines are installed on the Aircraft, IAE shall invoice Spirit on a monthly basis for the Eligible Engine Flight Hours and Cycles flown by each Spare Engine.

For the Eligible Engine Flight Hours flown by each Spare Engine the Spare Engine Usage Rate shall be equal to the sum of (in United States Dollars, subject to escalation from October 2003):

i) Restoration Shop Visit Rate: As per Clause 10.1.1 above

ii) Miscellaneous Shop Visit Rate: *****

iii) QEC Repair Rate of ***** per Eligible Engine Flight Hour for repair of QEC at Shop Visit

iv) Accessory Off-Wing Repair Rate of ***** per Eligible Engine Flight Hour.

v) Spare Engine Support Coverage Rate: As per Clause 10.2 below.

In addition, for the Eligible Engine Flight Cycles flown by each Spare Engine, the Spare Engine Cyclic Reserve Rate shall be equal to *****

IAE shall invoice Spirit on a monthly basis in an amount equal to *****

***** Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission.

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10.1.5. Spirit shall pay all invoices submitted by IAE pursuant to this Article 10.1 within ***** of submission.

10.2.

Spare Engine Support Coverage

10.2.1. For the Spare Engine Support Coverage provided to Spirit by IAE for the Period of Spare Engine Support Coverage as described in Clause 5, Spirit shall pay a rate of

***** for the A319, ***** for the A320 and ***** for the A321, per Eligible Engine Flight Hour, for all Eligible Engines and Spare Engines. The Spare Engine Support Rate is subject to escalation from the base month of October 2003 to the date of calculation of such rate in accordance with the formula set forth in Exhibit B to this Agreement.

10.2.2. IAE shall invoice Spirit on a monthly basis in an amount equal to the escalated Spare Engine Support Rate multiplied by the Eligible Engine Flight Hours flown by the Eligible Engines and Spare Engines in the previous month.

10.2.3. Should this FHA Agreement not be executed before the date of delivery of the first Aircraft, IAE shall invoice Spirit for all Engine Flight Hours accumulated by the Eligible Engines and Spare Engines from date of delivery of the first Aircraft to the date of execution of this Agreement.

10.2.4. Spirit shall pay all invoices submitted by IAE pursuant to this Article within ***** of submission.

10.3.

Excess Work

10.3.1. Charges for Excess Work shall be invoiced to Spirit by IAE at rates and terms that are not materially different from those provided by the Maintenance Center(s) to IAE for FHA work under this Agreement, provided that such Excess Work charges shall be subject to a ***** surcharge, up to a maximum of ***** per invoice for the surcharge. If the work scope for an ineligible shop visit does not anticipate significant restoration work, then Spirit also retains the right to choose the facility to complete the Excess Work as long as such facility is an IAE approved facility, and Spirit and IAE manage the workscope. If the Excess Work is due solely to LLP replacement, IAE agrees not to apply the ***** surcharge.

10.3.2. IAE may invoice Spirit its reasonable estimate of the cost of any Excess Work prior to commencement, or during the execution, of such Excess Work. IAE shall invoice Spirit for the balance of the cost of any Excess Work upon receipt of the corresponding invoice from the Maintenance Center(s) (or promptly issue a credit to Spirit’s account with IAE for any excess payment received by Spirit).

10.3.3. Spirit shall pay all invoices submitted by IAE pursuant to this Article within ***** of submission.

***** Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission.

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10.3.4. Spirit may use a third party maintenance center other than IAE’s Maintenance Center only for Excess Work upon written notice to IAE of such selection, provided that such Excess Work is identified by Spirit to IAE in advance and no FHA covered work is to be performed at such interval. Such Excess Work performed by the third party maintenance center shall not be warranted by IAE and Spirit agrees that IAE shall not be liable for any work performed by such third party maintenance center.

10.4.

Payment for Additional or Loss of LLP Life

Where IAE provides a replacement LLP (the “Replacement LLP”) as a result of damage to a LLP (the “Damaged LLP”) and the Replacement LLP is provided pursuant to the coverage provided for under the terms of this Agreement, then either Spirit shall pay to IAE an amount in respect of the additional value of the LLP life provided to Spirit or IAE shall pay to Spirit an amount in respect of the lost value of the LLP life deducted from Spirit equal to:

*****

Following the provision by IAE of the Replacement LLP, payment of such amount shall be due (i) to IAE from Spirit in the event the calculation above results in a positive amount or (ii) to Spirit from IAE in the event the calculation above results in a negative amount. Spirit shall pay all invoices submitted by IAE pursuant to this Clause 10.4 within ***** of submission. IAE will credit Spirit’s account with IAE with credits in the amount due to Spirit from IAE under this Clause 10.4. Spirit may use such credits toward the purchase and payment of spare parts and tooling from IAE.

10.5.

General Conditions

10.5.1. The FHA Rates, the Spare Engine Support Coverage and all other support offered hereunder are predicated upon Spirit:

(a)

maintaining within its fleet of Aircraft an annual average flight cycle of between ***** and ***** (calculated from the moment the wheels of an Aircraft, on which any Eligible Engine or Spare Engine is installed, leave the ground on take-off to the moment when the wheels of such Aircraft touch the ground on landing);

(b)

an annual average utilization of between ***** and ***** flight hours per Aircraft;

(c)

maintaining an average engine thrust derate of between ***** and ***** relative to available thrust at take-off;

(d)

an average ambient temperature for take off of between ***** and ***** degrees Celsius;

***** Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission.

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(e)

operating all of the Eligible Engines at these General Conditions during the full Period of the FHA;

(f)

a delivery schedule in respect of ***** new A320 family Aircraft, delivered in accordance with the schedule set forth in Exhibit E hereto;

(g)

the continued operation in regular and frequent commercial service of the fleet of the Eligible Engines;

(h)

each Aircraft type being operated as a whole with the same average operating parameters for each Aircraft in the Aircraft type fleet. If a fleet operates as two or more groups of Aircraft with different mission parameters then rates shall be recalculated as if a fleet consisted of two or more sub-fleets, as the case may be. A fleet shall be considered to operate as a whole provided the average operation of any single Aircraft over the Period of FHA is not materially different to such average of a fleet as a whole;

(i)

Engines are to operate in an operating environment similar to Spirit’s existing operation, that does not contain abnormal levels of abrasive or erosive pollutants significantly different than those in Spirit’s current operating environment; and

(j)

Maintaining Spare Engine and Spare Parts Coverage as per Clauses 5 and 10.2.

10.5.2. IAE, acting reasonably, in consultation with Spirit, may make adjustments to the FHA Rates in Clause 10.5.1 if (i) there is a change in any of the preceding conditions; (ii) additional aircraft powered by V2500-A5 engines or V2500-A5 spare engines are acquired by Spirit; or (iii) there is a discontinuation of operation by Spirit of any Eligible Engine or Aircraft causing it not to operate for ***** continuous years under the FHA. Any such adjustment shall take into account the Eligible Engine Flight Hours accrued by the Eligible Engines and Spare Engines up to the effective date of the amendment to the FHA Rate. Such changes will be made using methodology that is consistent with the methodology used to develop the original rates.

10.5.3.

Engines In; Engines Out

10.5.3.1

Beyond Economic Repair (“BER”) . If an eligible engine leaves the FHA for reasons beyond the control of Spirit, for example, an eligible engine is deemed beyond economic repair, and is replaced by Spirit with a materially dissimilar engine (as determined by IAE in consultation with Spirit), the FHA rates for that engine, and not all eligible engines, will be adjusted.

***** Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission.

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10.5.3.2

Early Lease Return (“ELR”). IAE will permit Spirit to retire aircraft from the agreed ***** FHA without renegotiating the rates, provided that the aircraft are operated in accordance with the mission assumptions in the FHA, at the following periods as measured in years from aircraft acceptance into the FHA:


A319	A320	A321
*****	*****	*****

Also, engines to be removed from the ***** year FHA shall not reduce the volume of engine business that IAE has anticipated in the FHA below ***** aircraft years.

10.6.

Payment Conditions

10.6.1. Spirit undertakes that IAE shall receive the full amount of payments falling due under this Clause 10, without any withholding or deduction whatsoever.

10.6.2. All payments under this Clause 10 shall be made by electronic transfer and shall be deposited not later than the due date of payment with:

Bank of America – New York

1185 Avenue of Americas

New York, NY 10036

Account No. 2982-00-8199

ABA No. 021200339

or to such other account as IAE may from time to time designate in writing, which designation shall be effective upon receipt by Spirit of such notice.

10.6.3. Should Spirit fail to make any payment to IAE of any material amount due and owing to IAE, and such amount is not the subject of a good faith dispute between the Parties, IAE reserves the right to (a) assess interest ***** on such late payment on the outstanding amount from the date the payment was due to be made until the date such payment is received by IAE equal to the greater of (i) ***** and (ii) the annual rate of New York Citibank prime rate plus *****; and (b) suspend all work on any and all Eligible Engines then currently at the Maintenance Center(s) pursuant to this FHA. Should there be any failure to pay IAE any amount due hereunder on the date stated for payment, IAE reserves the right to not release any Engine, Accessory, EBU Component or QEC Component then at a Maintenance Center until such default has been cured.

10.7.

Taxes And Levies

10.7.1.

Definitions

***** Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission.

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10.7.1.1

“Government Entity” shall mean any (a) national, state or local government, (b) board, commission, department, division, instrumentality, court, agency or political subdivision thereof and (c) association, organization or institution of which any of the entities listed in (a) or (b) is a member or to whose jurisdiction any such entity is subject.

10.7.1.2

“Lessor Lien” shall mean (i) any security interest from time to time created by or through the Lessor or owner of the Supplies (if the Lessor is not the owner) in connection with the financing of the Supplies; (ii) any other security interest in respect of the Supplies that results from acts of or claims against the Lessor or owner of the Supplies not related to the transactions contemplated by or permitted under this Agreement or any Contract hereunder; or (iii) any security interest in respect of the Supplies for Taxes set out in sub-clause 10.7.3 hereof.

10.7.1.3

“Taxes” shall mean all present and future taxes, fees, levies, imposts, duties, charges, deductions of withholdings of any nature whatsoever (including, without limitation, any value added, income, franchise, transfer, sales, gross receipts, withholding, use, business, occupation, excise, personal property, real property, stamp or other tax) together with any assessments, penalties, fines, additions to tax or interest thereon, however or wherever imposed (whether imposed upon Lessee, Lessor, on all or any part of the Supplies or otherwise) by any taxing authority (whether federal, state or local) in the United States or any foreign country.

10.7.1.4

“Total Loss Proceeds” shall mean the proceeds of any insurance or any other compensation or similar payment arising in respect of a Total Loss.

10.7.2.

Except as set forth in sub-clause 10.7.3 below, the Lessee agrees to pay promptly when due, and to indemnify and hold harmless the Lessor on demand on a full indemnity basis all Taxes however or wherever imposed (whether imposed upon Lessee or Lessor, on all or part of the Supplies or otherwise) by any taxing authority upon or with respect to, based upon or measured by any of the following:

10.7.2.1

the Supplies;

10.7.2.2

the use, operation or the Lessee’s maintenance of the Supplies during the Period of Lease;

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10.7.2.3

this Agreement, any Contracts made hereunder, the payments due hereunder or thereunder and the terms and conditions hereof and thereof; and/or

10.7.2.4

the delivery, return or payment of Total Loss Proceeds or other disposition of the Supplies.

10.7.3.

Exceptions to Indemnity. The indemnity provided for in sub-clause 10.7.2 does not extend to any of the following Taxes:

10.7.3.1

Taxes that are based on or measured by net income, capital or net worth or capital stock, capital adequacy, reserves or that are excess profits Taxes, minimum or alternative minimum Taxes, accumulated earnings Taxes, personal holding company taxes or franchise Taxes;

10.7.3.2

Taxes that are solely the result of activities of the Lessor in a jurisdiction imposing such Tax which activities are unrelated to the transactions contemplated by this Agreement, any Contracts made hereunder or the operation of the Supplies;

10.7.3.3

Taxes resulting from any voluntary or involuntary sale, assignment, transfer or other disposition by the lessor of any interest in the Supplies or any part thereof, this Agreement or any interests or obligations arising under this Agreement or any contracts made hereunder other than, in each case, a sale, assignment, transfer or other disposition that arises as a result of or in connection with the exercise of the Lessor’s remedies relating to an Event of Default;

10.7.3.4

Taxes attributable to the period prior to the delivery of the Supplies to the Lessee or after the re-delivery of the Supplies to the Lessor;

10.7.3.5

Taxes that are the result of any Lessor Lien; or

10.7.3.6

Taxes directly attributable to the Lessor’s negligence or willful misconduct.

11.	Warranties

11.1.

IAE shall warrant Excess Work to Spirit to the same extent that the Maintenance Center(s) warrants the same to IAE. Transportation charges for the return of defectively serviced goods to IAE or the Maintenance Center(s), and their reshipment to Spirit and risk of loss thereof shall be borne by IAE so long as such goods are returned in accordance with written shipping instructions from IAE.

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11.2.

IAE agrees to assign, or cause the Maintenance Centers to assign, all workmanship and parts warranties provided by the Maintenance Centers and any other third parties with respect to the Eligible Engines. In the case of third party warranties that are not assignable, IAE shall use commercially reasonable efforts to assist Spirit in obtaining the full benefits of such warranties, which shall, include but not be limited to the recovery of Spirit’s costs and expenses to rectify or repair defects and deficiencies.

11.3.

IAE warrants to Spirit that it shall ^- convey good title to the new Parts sold hereunder (including for the avoidance of doubt, any Parts installed by the Maintenance Centers). IAE’s liability and Spirit’s remedy under this warranty are limited to the removal of any title defect or, at the election of IAE, to the replacement of the new Parts or components thereof which are defective in title; provided, however, that the rights and remedies of the Parties with respect to patent infringement shall be limited to the provisions of Clause 14 of this Agreement.

11.4.

THE FOREGOING WARRANTIES TOGETHER WITH THE EXPRESS REMEDIES PROVIDED TO SPIRIT IN ACCORDANCE WITH THIS AGREEMENT AND THE SUPPORT CONTRACT ARE EXCLUSIVE AND ARE GIVEN AND ACCEPTED IN LIEU OF (i) ANY AND ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE; AND (ii) ANY OBLIGATION, LIABILITY, RIGHT, CLAIM OR REMEDY IN CONTRACT, TORT OR STRICT LIABILITY AGAINST IAE OR ITS SHAREHOLDERS, WHETHER OR NOT ARISING FROM THE NEGLIGENCE, ACTUAL OR IMPUTED, OF IAE OR ITS SHAREHOLDERS. THE REMEDIES OF SPIRIT SHALL BE LIMITED TO THOSE PROVIDED HEREIN TO THE EXCLUSION OF ANY AND ALL OTHER REMEDIES INCLUDING, WITHOUT LIMITATION, INCIDENTAL OR CONSEQUENTIAL DAMAGES. NO AGREEMENT VARYING OR EXTENDING THE FOREGOING WARRANTIES, REMEDIES OR THIS LIMITATION SHALL BE BINDING UPON IAE UNLESS IN WRITING, SIGNED BY A DULY AUTHORIZED OFFICER OF IAE.

12.	Excusable Delays

IAE shall not be charged with liability for delay in the performance of its obligations to provide the off-wing maintenance for the Engines as described in this Agreement when such delay is solely and directly caused by acts of God or the public enemy, compliance in good faith with any applicable foreign or domestic governmental regulation or order whether or not it proves to be invalid, fires, riots, unusually severe weather or any cause beyond the reasonable control of IAE (an “Excusable Delay”). To the extent that such causes actually delay performance on the part of IAE, the time for the performance shall be extended for as many days as are required to obtain removal of such causes. This provision shall not, however, relieve IAE from using reasonable commercial efforts to avoid or remove such causes and continue performance with reasonable dispatch whenever such causes are removed.

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13.	Duplicate Benefits

Spirit and IAE agree that it is not the intention to provide duplicate benefits under the terms of this Agreement and the Support Contract or under any other arrangement between IAE or IAE’s suppliers and Spirit. In the event of any such duplication of benefits, Spirit may, at the relevant time in respect of the relevant circumstances opt to receive any one such benefit to the exclusion of all other duplicate benefits.

14.	Intellectual Property

14.1.

IAE shall indemnify and hold Spirit and any subsequent purchaser or user of the Parts delivered hereunder harmless from and against any damages, costs and expenses, including legal costs, resulting from any infringement or claim of patent or copyright infringement by any Part of any United States patent or a patent granted by any other country wherein such Part was designed or manufactured at the request or direction of IAE, provided that from the time of design of such Part and until infringement claims are resolved, the country of the patent and the flag country of the aircraft on which the Engine containing the Part is operated are both parties to:

(i)

the Chicago Convention on International Civil Aviation of December 7, 1994, or

(ii)

the International Convention for the Protection of Industrial Property of March 20, 1883, as amended (the “Paris Convention”).

Furthermore, such indemnification is on the condition that:

14.1.1. IAE receives prompt written notice of such claim, suit or action and has full opportunity and authority to assume the defense thereof, including settlement and appeals, and all information available to Spirit or subsequent purchaser or user for such defense;

14.1.2. such new Parts are made according to a specification or design furnished by IAE or, if a process patent is involved, the process performed with such Parts is recommended in writing by IAE; and

14.1.3. the claim, suit or action is brought against Spirit or a subsequent purchaser from or user under Spirit.

14.2.

Provided all of the foregoing conditions have been met, IAE shall, at its own expense, either settle said claim, suit or action or shall pay all damages, excluding consequential damages and costs awarded by the court thereon, and, if the use or resale of such new Parts is finally enjoined, IAE shall, at IAE’s option:

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14.2.1. procure for Spirit the right to use or resell the new Parts,

14.2.2. replace them with equivalent non infringing Parts,

14.2.3. modify them so they become non infringing but equivalent, or

14.2.4. remove them and refund the purchase price (less a reasonable allowance for use, damage and obsolescence).

14.3.

If a claim, suit or action is based on a design or specification furnished by Spirit or on the performance of a process which IAE has advised Spirit against performing, in writing, or on the use or sale of the Parts delivered hereunder in combination with other new parts not delivered to Spirit by IAE, Spirit shall indemnify and save IAE harmless therefrom.

15.

Amendment

This Agreement shall not be amended, changed, or modified in any way other than by agreement in writing, signed by the Parties hereto.

16.	Assignment

Neither Party may assign any of its rights or obligations hereunder without the written consent of the other Party (which shall not be unreasonably withheld or delayed), except that (i) IAE may assign its rights to receive money hereunder, and may assign any or all of its rights and/or obligations hereunder to any of IAE’s shareholders; and (ii) Spirit may assign its rights and obligations hereunder with respect to one or more Eligible Engines to any of its Affiliates for financing related purposes provided that Spirit is still the operator of such Eligible Engine and Spirit provides IAE prior written notice of such permitted assignment. The actual terms of the any assignment will be agreed by Spirit and IAE. Any assignment made in violation of this Clause 16 or if Spirit ceases to operate the Engines shall cause any such assignment to be null and void. “Affiliate” shall mean, as applied to any person or entity, any other person or entity directly or indirectly controlled by, controlling or under common control with such person or entity.

17.

Exhibits

In the event of any conflict or discrepancy between the Exhibits (which are hereby incorporated by reference as part of this Agreement) and the Clauses of this Agreement, the Clauses of this Agreement shall prevail.

18.

Headings

Captions, clause headings, and the index are for convenience of reference only and shall not be deemed or construed in any way as forming a part of this Agreement, nor shall they govern or affect the interpretation of the language or provisions of this Agreement.

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19.

Notices

Any notice to be served pursuant to this Agreement shall be sent by registered mail, by overnight courier, or by facsimile (with the original notice sent by registered mail or overnight courier) to:


In the case of IAE:		IAE International Aero Engines AG IAE Building 400 Main Street, M/S 121-10 East Hartford, Connecticut 06108 U.S.A. Facsimile No.: (860) 565-5220 Attention: Chief Legal Officer & Company Secretary

In the case of Spirit:		Spirit Airlines Inc. 2800 Executive Way Miramar, FL 33025 Facsimile No.: (954) 447-7854 Attention: Legal Department

or in each case to such other place as may be notified from time to time by the receiving Party.

20.	Exclusion Of Other Provisions And Previous Understandings

20.1.

This Agreement, the Support Contract and the STOBL represent the agreement of the Parties with respect to the subject matter hereof and shall apply to the exclusion of any other provisions on or attached to or otherwise forming part of any order from Spirit, or any acknowledgment or acceptance by IAE, or of any other document which may be issued by either Party relating to such services.

20.2.

The Parties agree that neither of them have placed any reliance whatsoever on any representations, agreements, statements or understandings made prior to the signature of this Agreement, whether orally or in writing, relating to such services, other than those expressly incorporated in this Agreement, which has been negotiated on the basis that its provisions represent their entire agreement relating to such services and shall supersede all such representations, agreements, statements and understandings.

21.	Termination, Expiration and Events of Default

21.1.

Bankruptcy and Insolvency

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Either Party shall have the option, at its sole discretion, to terminate this Agreement upon the occurrence of any of the following events: (a) a receiver or trustee is appointed for any of the other Party’s property, or (b) the other Party is adjudicated or voluntarily becomes bankrupt under any bankruptcy or winding up laws or other similar legislation, or (c) the other Party becomes insolvent or makes an assignment for the benefit of creditors.

21.2.

Failure to Make Payments or to Meet Obligations

A non-defaulting Party shall have the right to declare an event of default and terminate this Agreement (i) if any default shall occur in the payment by the defaulting Party of any material amount hereunder when and as the same becomes due and payable and such default continues, after notice from the non-defaulting Party for a period of ***** calendar days or more and is not the subject of a good faith dispute between the Parties; or (ii) for a failure by the defaulting Party to meet any other material obligation under this Agreement, and such failure shall not have been fully corrected within ***** calendar days after the giving of notice thereof to the defaulting Party and is not the subject of a good faith dispute between the Parties.

If Spirit fails to make payment of any material amount due and owing to IAE as set forth in Clause 10 of this Agreement (including any interest due thereon) and such amount is not the subject of a good faith dispute between the Parties, then after notice to Spirit and the expiration of a ***** calendar days cure period and without prejudice to any of IAE’s other rights which IAE may have in contract or in law, IAE reserves the right not to induct, to suspend all work on, or not to release from the Maintenance Center(s) any Eligible Engine until full payment is made by Spirit to IAE.

The obligation of IAE to provide, or cause to be provided, the services set out in this Agreement shall be subject to the non-existence of a continuing material event of default by Spirit of any payment or other obligation of Spirit under the Support Contract, this Agreement or any other agreement in effect between the Parties (an “Event of Default”). Should any such Event of Default exist, IAE reserves the right not to induct, to stop all work on, or not to release from the Maintenance Center any Eligible Engine until such default is rectified by Spirit to IAE’s satisfaction.

21.3.

Expiration

This Agreement shall be effective from the day and year first before written until the end of the Period of FHA, at which point each element of the coverage set out under this Agreement shall cease to be provided to Spirit by IAE, except that the Spare Engine Coverage shall be effective for the Period of Spare Engine Coverage as defined in Clause 5.1 and the IAE obligations described in Clause 21.4.4 shall survive the expiration or termination of the Period of FHA.

21.4.

Effect of Termination or Expiration.

***** Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission.

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Except as otherwise set out in this Clause 21.4 and any rights or obligations arising under the applicable law, the rights and obligations of the Parties under this Agreement shall terminate upon the termination or expiration of this Agreement, and Spirit shall no longer be provided with fleet hour agreement coverage under the terms of this Agreement.

21.4.1. Upon any termination or expiration of this Agreement, all liabilities and obligations (including payment obligations) that have accrued prior to such termination or expiration (including payment for Excess Work) shall survive.

21.4.2. Should IAE terminate this Agreement under Clause 21.1 or 21.2 hereof, Spirit shall pay to IAE the cost of any and all services which have been, or are in the process of being carried out under the terms of this Agreement which have not been covered by payments made under the FHA plus a surcharge of the lesser of ***** or the maximum allowed by law. Should Spirit terminate this Agreement under any applicable Clauses hereunder, IAE shall return any excess payments for services paid for, but not rendered.

21.4.3. This Clause 21.4 and Clause 27 of this Agreement shall survive any expiration or termination of this Agreement.

21.4.4. IAE’s obligations to indemnity Spirit in accordance with Clauses 14 and 11 hereof and to provide, assign or assist with the enforcement of any unexpired warranties in accordance with Clause 11 shall survive the expiration or termination of this Agreement.

21.5.

Partial Termination

If IAE materially delays performance or fails to perform a particular service for a particular engine under this FHA and such failure is inexcusable and beyond any applicable grace period and Spirit is not in material default of any of its obligations under this FHA or the GTA, Spirit may terminate that particular service for that particular engine without penalty. Any amounts due for the particular service for that particular engine shall be pro-rated up to the point of non-performance. Spirit’s rate for the remaining Fleet shall be reevaluated and may be reduced if the new calculation so indicates, but will not increase based on partial termination by Spirit.

If Spirit materially delays performance or fails to perform obligation for a particular engine under this FHA and such failure is inexcusable and beyond any applicable grace period and IAE is not in material default of any of its obligations under this FHA or the GTA, IAE may terminate that particular service for that particular engine without penalty. Any amounts due for the particular service for that particular engine shall be pro-rated up to the point of non-performance. Spirit’s rate for the remaining Fleet shall be reevaluated and may be increased if the new calculation so indicates, but will not decrease based on partial termination by IAE.

***** Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission.

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22.	Negation Of Waiver

Failure by either Party to enforce any term of this Agreement shall not constitute a waiver of such term.

23.	Severability And Partial Invalidity

If any provision of this Agreement or the application thereof to either Party shall be invalid, illegal or unenforceable to any extent, the remainder of the Agreement and the application thereof shall not be affected and shall be enforceable to the fullest extent permitted by law.

24.	Governing Law

This Agreement shall be construed and the performance thereof determined in accordance with the laws of the State of Connecticut, United States of America, without regard to its choice of laws provisions. The Parties agree to exclude the application of the United Nations Convention on Contracts for the International Sale of Goods. Any suit, action or proceeding against any of the Parties hereto with respect to this Agreement and any judgment entered by any court in respect thereof may be brought in the Supreme Court of the State of Connecticut, Hartford County, or in the United States District Court for the State of Connecticut, as each party hereto in its sole discretion may elect, and each party hereto hereby submits to the non-exclusive jurisdiction of such Connecticut courts for the purpose of any such suit, action or proceeding.

25.	Limitation Of Liability

In no event shall either Party be liable or otherwise responsible for any incidental or consequential damages or for any similar cost, damage or expense in connection with any enforcement proceeding or action hereunder. Nothing in this Agreement shall affect Spirit’s responsibilities with respect to the airworthiness and configuration control of the Eligible Engines.

26.

Publicity

Spirit shall not use the name of IAE or the V2500 engine in any publicity material without the prior written consent of IAE. IAE shall not use the name of Spirit in any publicity material without the prior written consent of Spirit.

27.	Non-disclosure and Non-Use

The provisions of the Non-disclosure and Non-Use section of the Support Contract shall apply to this Agreement.

28.	No Construction Against Drafter

This Agreement has been the subject of detailed negotiation between the parties. If an ambiguity or question of intent arises with respect to any provision of this Agreement,

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this Agreement will be construed as if drafted jointly by IAE and Spirit and no presumption or burden of proof will arise favoring or disfavoring either party by virtue of authorship of any of the provisions of this Agreement.

IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be signed on their behalf by the hands of their authorized officers the day and year first written above:

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EXHIBIT A

ELIGIBLE ENGINE LIST


Engine		Thrust Rating		Serial Number

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EXHIBIT B

IAE FHA ESCALATION FORMULA

The Basic FHA Rates and the Option FHA Rates (each rate is a MSRb and has the value given to it in this FHA) will be subject to escalation in accordance with the formula set forth below with such escalation to be capped in accordance with the provisions of Clause 10.1.1 of the Agreement.

1.	MSR for each year shall be calculated from MSRb as follows:

*****

2.	The values of the factors *****

respectively, shall be determined to the nearest fourth decimal place. If the fifth decimal is five or more, the fourth decimal place shall be raised to the next higher number.

3.	If the U.S. Department of Labor ceases to publish the above statistic or modifies the basis of their calculation, then IAE in its sole discretion, shall substitute any officially recognized and substantially equivalent statistic.

4.	If the application of the above formula would result in an MSR for the year, which is lower than MSRb, MSR for the year will be set equal to MSRb.

***** Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission.

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EXHIBIT C

ACCESSORIES

V2500-A5 Spareable Engine Accessories


Typical IAE Part Number	Typical Supplier Part Number	Part Name	ATA Chapter	Fig	Item
73984300	5U0030	thermocouple, oil temperature	242115	1	100
16844-000	5L0040	cooler, IDG oil	242142	1	100
-	AC69576	valve, solenoid stage 10 bleed	361157	1	100
-	005RL03	box, relay	715149	1	100
5L0071	5009913G	pump, fuel LP/HP	731241	1	100
5L0076	17300G09	valve, fuel diverter & return	731342	1	100
2A0526	796050-1	valve, fuel flow divider	731343	1	20
2A3343	154JU	probe, total press & temp	732211	1	10
2A1126	HAC 19200	probe, temp & pressure diffuser case	732215	1	30
2A3504	808050-4-032	control, electronic engine	732234	1	280
5L00301	430153	Generator, stator alternator	732238	1	100
-	FMU560MK1	meter, fuel	732252	1	100
-	9-217-59	transmitter, fuel flow	733117	1	100
-	21SN04-300B	switch, fuel filter differential pressure	733415	1	10
5U0029	22912-000	thermocouple, fuel temp	733515	1	100
5U0012	9045330-2	exciter, ignition	741138	1	120
5U0012	9045330-2	exciter, ignition	741138	1	520
5U0072	9045405-7	lead, ignition	742143	1	100
5U0004	D1876-1000A	cooler, air no.4 brg comp	752241	1	100
5U0057	5860010-108	valve, air stg 10 to HPT	752351	1	100
5W2313	5860016-131	valve, air HPT/LPT actuator	752451	1	100
5W2303	5860017-139	actuator, valve HPT/LPT actuator	752452	1	100
5L0057	1777MK2	actuator, master LPC bleed	753142	1	100
5L0039	1778MK1	actuator, slave-LPC bleed	753143	1	100
-	2607MK2	actuator variable stator	753241	1	100
-	AC69572	valve, solenoid stg 7 HPC	753251	1	100
-	AC69572	valve, solenoid stg 7 HPC	753251	1	100
-	AC69572	valve, solenoid stg 7 HPC	753251	1	100
-	AC69924	valve, bleed stg 7 HP compressor	753252	1	100
-	AC69924	valve, bleed stg 7 HP compressor	753252	1	100
-	AC69924	valve, bleed stg 7 HP compressor	753252	1	100
-	AC69574	valve, solenoid stg 10 HPC	753253	1	400
5950041-108	AC69861	valve, bleed stg 10 hp comp	753254	1	400
RP 162-02	TBD	sensor, nacelle temperature	754115	1	100
2A2224	792-6-20	thermocouple option	772115	20	100

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2A2224	792-6-20	thermocouple option	772115	20	100
2A2224	792-6-20	thermocouple option	772115	20	100
2A2224	792-6-20	thermocouple option	772115	20	100
2A1609	HAD 19824	box, cable, thermocouple	772143	1	10
-	144-171-000-031	transducer, vibration	773215	1	100
4A7110	-	pump & filter housing, oil pressure	792141	1	1
5U0075	50026001-1	cooler, oil air cooled	792142	1	100
5U0053	55022001-1	cooler, oil fuel cooled	792143	1	100
-	TY1558-52	valve air modulating	792151	1	100
4A7121	-	pump, assy oil scavenge	792241	1	1
4A7033	-	filter housing, assy oil scavenge	792243	1	1
-	VB3505	probe assy, magnetic	792245	1	10
5L0062	1779MK2	valve,scavenge-no.4 brg	792351	1	100
-	76-167-2	transmitter, oil quantity	793115	1	10
-	56B98	Thermocouple, Scavenge Oil Temperature	793216	1	10
5U0030	73984300	thermocouple, oil temp	793215	1	200
-	41SG240-1	transmitter, oil press differential	793315	1	10
5L0049	41SG272-5	transducer, pressure, no.4 bearing	793316	1	100
-	21SN04-275A	switch ,low oil pressure	793415	1	10
-	21SN04-298A	switch, scav filter differential pressure	793516	1	10

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EXHIBIT D

IAE VITAL STATISTICS LOG ATA REFERENCE LIST


ATA Chapter	Figure	ATA Chapter	Figure	ATA Chapter	Figure
24-21-15	01	72-31-00	01	72-32-75	01
24-21-42	01	72-31-11	01	72-32-76	01
24-21-49	01	72-31-12	01	72-32-80	01
24-21-49	02	72-31-13	01	72-32-80	03
24-21-49	03	72-32-00	01	72-32-81	02
		72-32-00	01	72-32-82	02
36-11-47	01	72-32-00	02	72-32-83	02
36-11-47	02	72-32-00	03	72-32-85	01
36-11-47	03	72-32-03	01	72-32-85	02
36-11-57	01	72-32-03	02	72-32-85	03
		72-32-03	03	72-32-86	01
71-21-11	01	72-32-05	01	72-32-87	01
71-51-41	01	72-32-07	01	72-32-87	02
71-51-41	02	72-32-10	01	72-32-87	03
71-51-41	05	72-32-16	01	72-32-88	06
71-51-41	06	72-32-17	01	72-32-88	07
71-51-41	07	72-32-18	01	72-32-88	08
71-51-42	01	72-32-19	01	72-32-88	09
71-51-42	05	72-32-20	01	72-32-88	10
71-51-43	01	72-32-21	01	72-32-91	01
71-51-43	05	72-32-22	01	72-32-93	01
71-51-44	01	72-32-23	01	72-32-94	01
71-51-46	01	72-32-24	01	72-32-95	01
71-51-49	01	72-32-25	02	72-32-96	01
71-51-50	01	72-32-26	01	72-38-11	01
71-51-50	02	72-32-35	01	72-38-25	01
71-52-42	01	72-32-36	01	72-40-00	01
71-52-43	01	72-32-37	01	72-40-00	02
71-52-44	01	72-32-40	01	72-40-00	03
71-52-44	05	72-32-41	01	72-40-00	04
71-52-45	01	72-32-42	01	72-40-00	05
71-52-50	04	72-32-50	01	72-40-00	06
71-52-50	05	72-32-51	01	72-41-00	01
71-53-01	01	72-32-52	01	72-41-00	02
71-71-49	01	72-32-53	01	72-41-00	03
71-71-49	02	72-32-54	01	72-41-00	04
71-73-49	01	72-32-55	01	72-41-11	01
		72-32-58	01	72-41-12	01
72-00-31	01	72-32-60	01	72-41-13	01
72-00-40	01	72-32-70	01	72-41-14	01
72-00-50	01	72-32-70	02	72-41-15	01
72-00-60	01	72-32-71	02	72-41-15	02

IAE Proprietary Information – Confidential

Page 39

EXHIBIT D

IAE VITAL STATISTICS LOG ATA REFERENCE LIST

(continued)


ATA Chapter	Figure	ATA Chapter	Figure	ATA Chapter	Figure
72-31-00	01	72-32-72	02	72-41-21	03
72-41-21	04	72-43-14	01	72-58-01	20
72-41-22	01	72-43-20	01	72-58-02	01
72-41-22	02	72-43-30	01	72-60-00	01
72-41-22	03	72-44-00	01	72-60-03	01
72-41-22	04	72-44-10	01	72-60-10	01
72-41-22	05	72-44-20	01	72-60-21	01
72-41-22	06	72-44-30	01	72-60-21	02
72-41-23	02	72-44-40	01	72-60-22	01
72-41-30	01	72-44-50	01	72-60-23	01
72-41-31	01	72-44-60	01	72-60-24	01
72-41-32	01	72-45-00	01	72-60-25	01
72-41-32	02	72-45-10	01	72-60-26	01
72-41-32	03	72-45-11	01	72-60-27	01
72-41-32	04	72-45-12	01	72-60-28	01
72-41-33	01	72-45-13	01	72-60-29	01
72-41-33	02	72-45-14	01	72-60-31	01
72-41-33	03	72-45-15	01	72-60-32	01
72-41-33	04	72-45-20	01	72-60-33	01
72-41-34	01	72-45-21	01	72-60-40	01
72-41-34	02	72-45-22	01	72-60-41	01
72-41-34	03	72-45-23	01	72-60-42	01
72-41-34	04	72-45-24	02	72-60-43	01
72-41-34	05	72-45-25	01	72-61-00	01
72-41-34	07	72-45-26	01
72-42-00	01	72-45-27	01	73-11-41	01
72-42-00	06	72-45-30	01	73-11-41	02
72-42-10	01	72-45-31	01	73-11-41	03
72-42-11	01	72-45-32	01	73-11-47	01
72-42-20	01	72-45-33	01	73-11-47	02
72-42-20	02	72-50-00	01	73-11-49	02
72-42-20	03	72-50-01	01	73-11-49	03
72-42-20	05	72-50-05	01	73-11-49	05
72-42-20	06	72-50-10	01	73-11-49	06
72-42-20	07	72-50-21	01	73-11-49	07
72-42-30	01	72-50-21	02	73-11-49	08
72-42-31	01	72-50-22	01	73-11-49	09
72-42-32	01	72-50-23	01	73-11-49	10
72-42-33	01	72-50-24	01	72-11-49	11
72-42-34	01	72-50-25	01	73-11-49	12
72-42-35	01	72-50-31	01	73-11-49	13

IAE Proprietary Information – Confidential

Page 40

EXHIBIT D

IAE VITAL STATISTICS LOG ATA REFERENCE LIST

(continued)


ATA Chapter	Figure	ATA Chapter	Figure	ATA Chapter	Figure
72-42-36	01	72-50-32	01	73-11-49	14
72-42-40	01	72-50-33	01	73-11-49	15
72-42-50	01	72-50-41	01	73-11-49	16
72-42-61	01	72-50-42	20	73-11-49	18
72-42-62	01	72-50-50	01	73-11-49	19
72-43-11	01	72-50-50	20	73-11-49	20
72-43-12	01	72-50-52	20	73-11-49	22
72-43-13	01	72-50-53	20	73-11-49	23
73-11-49	24	75-23-49	01	79-21-44	01
73-11-49	25	75-23-49	02	79-21-48	01
73-11-49	26	75-24-49	01	79-21-49	01
73-12-41	01	75-24-49	02	79-21-49	02
73-12-42	01	75-24-49	03	79-21-49	03
73-13-41	01	75-24-49	04	79-21-49	04
73-13-42	01	75-24-47	01	79-21-49	05
73-13-43	01	75-24-48	02	79-21-49	06
73-22-11	01	75-24-49	01	79-21-49	10
73-22-15	01	75-24-51	01	79-21-49	11
73-22-34	01	75-24-51	02	79-21-49	12
73-22-35	01	75-24-52	01	79-21-49	13
73-22-38	01	75-27-49	01	79-21-49	14
73-22-49	01	75-31-42	01	79-21-49	15
73-22-49	02	75-31-43	01	79-21-49	16
73-22-49	03	75-32-41	01	79-21-49	17
73-22-49	04	75-32-42	01	79-21-51	18
73-22-49	05	75-32-49	01	79-21-51	01
73-22-49	06	75-32-49	02	79-22-43	01
73-22-49	07	75-32-49	03	79-22-44	01
73-22-49	08	75-32-49	04	79-22-45	01
73-22-49	09	75-32-49	05	79-22-41	01
73-22-49	10	75-32-49	07	79-22-43	01
73-22-49	11	75-32-49	08	79-22-48	01
73-22-49	12	75-32-49	09	79-22-48	02
73-22-51	20	75-32-49	10	79-22-48	03
73-22-52	01	75-32-49	11	79-22-48	04
73-31-17	01	75-32-49	12	79-22-48	05
73-34-15	01	75-32-49	13	79-22-49	01
73-35-15	01	75-32-49	14	79-22-49	02
		75-32-49	15	79-22-49	03
74-11-38	01	75-32-49	16	79-22-49	04
74-21-41	01	75-32-51	01	79-22-49	05

IAE Proprietary Information – Confidential

Page 41

EXHIBIT D

IAE VITAL STATISTICS LOG ATA REFERENCE LIST

(continued)


ATA Chapter	Figure	ATA Chapter	Figure	ATA Chapter	Figure
74-21-43	01	75-32-52	01	79-22-49	07
74-21-43	02	75-32-53	01	79-22-49	10
		75-32-54	01	79-22-49	12
75-00-49	01			79-22-49	13
75-22-41	01	77-21-15	20	79-22-49	14
75-22-49	05	77-21-43	01	79-23-51	01
75-22-49	06	77-32-15	01	79-31-15	01
75-22-49	07	77-32-43	01	79-32-15	01
75-22-49	08	77-32-43	02	79-32-16	01
75-22-49	09	77-32-43	05	79-33-15	01
75-22-49	10			79-33-16	01
75-22-49	15	79-11-41	01	79-34-15	01
75-22-49	16	79-11-51	01	79-35-16	01
75-23-48	01	79-21-41	01
75-23-48	04	79-21-42	01	80-13-41	01
		79-21-43	01	80-13-51	01

IAE Proprietary Information – Confidential

Page 42

EXHIBIT E

Forty (40) new A319, ten (10) A320 and ten (10) A321 Aircraft

AIRCRAFT DELIVERY SCHEDULE

ILFC Aircraft

Aircraft:


A/C Model	YEAR	MONTH
*****	*****	*****

***** Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission.

IAE Proprietary Information – Confidential

Page 43

Twenty-Five (25) Option Aircraft

Aircraft:


	A/C Model	YEAR	QUARTER
*****	*****	*****	*****

***** Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission.

IAE Proprietary Information – Confidential

Page 44

Purchased Aircraft

Aircraft:


A/C Model	YEAR	MONTH
*** ***	*****	*****

***** Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission.

IAE Proprietary Information – Confidential

Page 45

EXHIBIT F

POWERPLANT – DESCRIPTION AND OPERATION


V2500-A5 Accessories – Testable Engine
Typical IAE Part Number	Typical Supplier Part Number	Part Name	ATA Chapter	Fig	Item
790425A6	-	starter, pneumatic	801341	1	200
790424-4	L964115	valve starter-pneumatic	801351	1	200


V2500-A5 Accessory Expendables – Spareable / Testable Engine
Typical IAE Part Number	Typical Supplier Part Number	Part Name	ATA Chapter	Fig	Item
5U0007	JS100A1	plug, igniter	742141	1	100
5U0007	JS100A1	plug, igniter	742141	1	100
QA06249	-	filter element, oil pressure pump	792144	1	100
QA05954	-	filter element, oil scavenge pump	792244	1	100


V2500-A5 Engine Build-Up Unit (EBU) Items (Excluding BFE)
Typical IAE Part Number	Typical Supplier Part Number	Part Name	ATA Chapter	Fig	Item
TBD	TBD	accessory zone fire detector	261215	TBD	TBD
TBD	TBD	core zone fire detector	261217	TBD	TBD
TBD	TBD	core overheat detector	261219	TBD	TBD
TBD	TBD	hydraulic tubes	291149	TBD	TBD
TBD	TBD	anti-ice ducts	302149	TBD	TBD
TBD	TBD	air intake anti-ice valve	302151	TBD	TBD
TBD	TBD	bleed air ducts	361149	TBD	TBD
TBD	TBD	pressure indicating tubes	362149	TBD	TBD
TBD	TBD	fire detection system (system A) harness	715241	TBD	TBD
TBD	TBD	fire detection system (system B) harness	715242	TBD	TBD
TBD	TBD	drain masts	717142	TBD	TBD
TBD	TBD	fuel drain tubes	717148	TBD	TBD
TBD	TBD	oil, hydraulic and water drain tubes	717348	TBD	TBD
TBD	TBD	gearbox breather outlet duct	726149	TBD	TBD
TBD	TBD	flexible fuel tubes	731148	TBD	TBD
TBD	TBD	pneumatic starter duct	801349	TBD	TBD

IAE Proprietary Information – Confidential

Page 46

V2500-A5 Engine Build-Up Unit (EBU) Items (Excluding BFE)

Typical IAE
Part
Number

Typical Supplier
Part Number

Part Name

ATA
Chapter

Fig

Item

TBD

IDG cables

242143

TBD

engine forward mount

712112

TBD

engine rear mount

712211

TBD


V2500-A5 Engine Build-Up Unit (EBU) Items (BFE Only)
Typical IAE Part Number	Typical Supplier Part Number	Part Name	ATA Chapter	Fig	Item
TBD	TBD	IDG QAD coupling (BFE)	242141	TBD	TBD
TBD	TBD	hydraulic pressure switch (BFE)	291117	TBD	TBD
TBD	TBD	LP bleed check valve (BFE)	361141	TBD	TBD
TBD	TBD	HP bleed valve (BFE)	361151	TBD	TBD
TBD	TBD	bleed press regulator valve (BFE)	361152	TBD	TBD
TBD	TBD	case drain hydraulic filter assy (BFE)	291143	TBD	TBD


V2500-A5 Quick Engine Change (QEC) Items
Typical IAE Part Number	Typical Supplier Part Number	Part Name	ATA Chapter	Fig	Item
TBD	TBD	air intake cowl harness	711143	TBD	TBD
TBD	TBD	P2/T2 air tubes	732248	TBD	TBD
TBD	TBD	air cooled air cooler exhaust duct	752248	TBD	TBD

IAE Proprietary Information – Confidential

Page 47


V2500-A5 Quick Engine Change (QEC) Items
Typical IAE Part Number	Typical Supplier Part Number	Part Name	ATA Chapter	Fig	Item
TBD	TBD	interphone	234441	TBD	TBD
TBD	TBD	air intake cowl	711111	TBD	TBD
TBD	TBD	common nozzle assy	781111	TBD	TBD
TBD	TBD	engine exhaust cone	781112	TBD	TBD

V2500-A5 Demountable Power Plant Items (BFE Only)

Typical IAE
Part
Number

Typical Supplier
Part Number

Part Name

ATA
Chapter

Fig

Item

TBD

IDG (BFE)

242151

TBD

hydraulic pump (BFE)

291151

TBD


V2500-A5 Nacelle Items
Typical IAE Part Number	Typical Supplier Part Number	Part Name	ATA Chapter	Fig	Item
TBD	TBD	thrust reverser hold open rod support brackets	710021	TBD	TBD
TBD	TBD	thrust reverser load shear pins	710022	TBD	TBD
TBD	TBD	thrust reverser forward latch open indicator	710023	TBD	TBD
TBD	TBD	Fan cowl rod support brackets	710024	TBD	TBD
TBD	TBD	Left fan cowl	711311	TBD	TBD
TBD	TBD	Fan cowl door hold open rod	711312	TBD	TBD
TBD	TBD	Fan cowl door support latches	711313	TBD	TBD
TBD	TBD	Left fan cowl access panels	711314	TBD	TBD
TBD	TBD	Fan cowl hinges	711315	TBD	TBD
TBD	TBD	right fan cowl	711316	TBD	TBD
TBD	TBD	left fan cowl access panel	711317	TBD	TBD
TBD	TBD	fan cowl hinges	711318	TBD	TBD
TBD	TBD	crossover beam	783010	TBD	TBD
TBD	TBD	thrust reverser support struts	783015	TBD	TBD
TBD	TBD	pylon hydraulics and tee connectors	783149	TBD	TBD
TBD	TBD	thrust reverser hyd control unit	783151	TBD	TBD
TBD	TBD	left thrust reverser half (eng.1)	783201	TBD	TBD
TBD	TBD	left thrust reverser half (eng.2)	783202	TBD	TBD
TBD	TBD	right thrust reverser half (eng. 1)	783203	TBD	TBD
TBD	TBD	right thrust reverser half (eng. 2)	783204	TBD	TBD

IAE Proprietary Information – Confidential

Page 48


TBD	TBD	deflector boxes	783219	TBD	TBD
TBD	TBD	left C-duct	783240	TBD	TBD
TBD	TBD	left manual drive mechanism	783241	TBD	TBD
TBD	TBD	left blocker door link assy	783242	TBD	TBD
TBD	TBD	C-duct actuator (locking)	783243	TBD	TBD
TBD	TBD	left C-duct flex snyc cables and tubes	783244	TBD	TBD
TBD	TBD	left blocker door	783245	TBD	TBD
TBD	TBD	left translating cowl	783246	TBD	TBD
TBD	TBD	left C-duct electrical harness	783247	TBD	TBD
TBD	TBD	C-duct actuator (non locking)	783248	TBD	TBD
TBD	TBD	left C-duct fixed structure	783249	TBD	TBD
TBD	TBD	C-duct hold open rod (rear)	783250	TBD	TBD
TBD	TBD	C-duct hold open rod (front)	783251	TBD	TBD
TBD	TBD	C-duct auxiliary latch	783252	TBD	TBD
TBD	TBD	lower bifurcation latches	783253	TBD	TBD
TBD	TBD	translating sleeve latch	783254	TBD	TBD
TBD	TBD	right C-duct	783270	TBD	TBD
TBD	TBD	right manual drive mechanism	783271	TBD	TBD
TBD	TBD	right blocker door link assy	783272	TBD	TBD
TBD	TBD	right C-duct flex sync cables and tubes	783274	TBD	TBD
TBD	TBD	right blocker door link assy	783275	TBD	TBD
TBD	TBD	right translating cowl	783276	TBD	TBD
TBD	TBD	right C-duct electrical harness	783277	TBD	TBD
TBD	TBD	right C-duct fixed structure	783279	TBD	TBD
TBD	TBD	pressure relief door	783280	TBD	TBD
TBD	TBD	thrust reverser opening tubes and manifold	783649	TBD	TBD
TBD	TBD	thrust reverser opening actuator	783651	TBD	TBD

IAE Proprietary Information – Confidential

Page 49

LOGO

April 11, 2005

Mr. Joseph Shallcross

Vice President of Procurement and Logistics

Spirit Airlines, Inc.

2800 Executive Way

Miramar, FL 33025


Subject:		Side Letter No. 1 of the V2500-A5 Fleet Hour Agreement between IAE International Aero Engines AG and Spirit Airlines, Inc., dated April 11, 2005

Gentlemen:

We refer to the Fleet Hour Agreement dated April 11, 2005 between IAE International Aero Engines AG (“IAE”) and Spirit Airlines, Inc. (“Spirit”), such contract being hereinafter referred to as the “FHA.” Unless expressly stated to the contrary, and to the extent possible, terms used in this Side Letter No. 1 shall have the same meaning given to them in the FHA.

This Side Letter No. 1 provides for, among other things: A Turn Around Time and Spare Engine Support Guarantee, an Escalation Cap for FHA rates, a special Restoration Shop Visit invoicing arrangement, maintenance center de-selection, an enhanced FHA escalation formula, and payment by IAE for damage to the leased engine bearing engine serial number VI0417. The obligation of IAE to provide any of the benefits pursuant to the terms hereof shall be subject to Spirit not being in default of any of its obligations under the FHA or GTA.

IAE hereby provides the following coverage for the Turn Around Tame and Spare Engine Support Coverage Availability Guarantee (collectively referred to as the “Turn Around Time and Spare Engine Availability Guarantee” or “Guarantee”):

1.	Turn Around Time and Spare Engine Availability Guarantee

1.1

Turn Around Time: IAE will ensure that the Turn Around Time (“TAT”) of an Eligible Engine from the Maintenance Center shall meet the following requirements provided that Spirit (i) provides lease return dates at lease execution or no later than thirty (30) days from the date of this Side Letter, as appropriate, and (ii) notifies IAE if such lease return dates are amended:

1.1.1

IAE or its Maintenance Center shall complete a full overhaul within a turn around time of ***** days, or a Restoration Shop Visit within ***** days (the “TAT”), whichever is applicable.

1.1.2

The TAT shall start the day after receipt at the Maintenance Center designated by IAE of (a) any Eligible Engine and (b) all necessary

***** Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission.

technical documents, including a repair order, and shall end upon the earlier of (i) notification that the Engine is serviceable or (ii) when such Engine is made available for transportation from the Maintenance Center(s). Eligible Engine transportation and time required to undertake and complete Excess Work are not included in the period set out above.

Within two (2) Business Days after receipt of the Engine at the Maintenance Center designated by IAE, IAE shall deliver to Spirit a written notice stating either that (i) the TAT has begun or (ii) the documentation required from Spirit prior to the beginning of the TAT. If no such notice is delivered to Spirit, the TAT shall be deemed to begin one (1) Business Day after delivery of the Engine to the Maintenance Center designated by IAE along with the technical documentation deemed necessary by Spirit and IAE.

1.1.3

Any reasonable technical requests involving issues or changes to the Work Statement or Engine Workscope that could affect the TAT which are delivered in writing by IAE and received by the appropriate representative of Spirit (as designated by Spirit in writing) shall be answered by Spirit within two (2) Business Days after being communicated to such representative in the manner to be agreed between Spirit and IAE. If IAE communicates such request in accordance with this paragraph and the Spirit designated representative does not respond within two (2) Business Days, the TAT will be increased by each day in excess of two (2) Business Days that elapse or prior to receiving a response from Spirit. Any impact on the TAT resulting from this decision shall be promptly advised by IAE.

1.1.4

IAE shall not be liable for exceeding the TAT due to Excusable Delays as such term is defined in Section 12 of the FHA, or for delays directly and solely caused by Spirit. IAE shall promptly notify Spirit when such delays occur or impending delays are likely to occur and shall continue to advise Spirit of new shipping schedules and/or changes thereto.

1.1.5

If IAE fails to meet the TAT set forth in this section for delays that are not Excusable Delays, then IAE shall, for said delayed Eligible Engine, discontinue the charges associated with the following rates: ***** In the event an aircraft lease return is directly and adversely affected by such delay, at Spirit’s request, IAE shall pay Spirit ***** per day for each day (or part thereof) the TAT is exceeded and said aircraft lease continues to be directly and adversely affected. This penalty shall not apply if the lease aircraft return dates are amended to dates that are within sixty (60) days of the affected Eligible Engine shop visit.

1.2

Spare Engine Support Coverage Availability . For Eligible Engines being removed within the continental United States, if IAE fails to provide a

***** Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission.

replacement Spare Engine within ***** hours (“US-STAT”) of a written request from Spirit, then IAE, at Spirit’s request, shall pay Spirit ***** per day for each day that is beyond the ***** . IAE shall not be liable for exceeding the ***** due to Excusable Delays as such term is defined in Section 12 of the FHA, or for delays directly and solely caused by Spirit. IAE shall promptly notify Spirit when such delays occur or impending delays are likely to occur and shall continue to advise Spirit of new shipping schedules and/or changes thereto.

1.3

Conditions of Guarantee . The above remedy in Clause 1.2 is applicable only if: (1) Spirit is experiencing an engine caused aircraft on ground situation while being at zero spare engine status caused by V2500-A5 engine related problems, and (2) Spirit is not leasing a Spare Engine through IAE’s emergency lease pool at the time of the request. For the avoidance of doubt, the two conditions in this Clause 1.3 do not apply to Clause 1.1 of the Guarantee.

The cumulative amount of this Guarantee shall in no event exceed ***** over the period of the Guarantee.

The availability of this Guarantee is contingent upon Spirit managing its fleet in accordance with the FHA (including the mutually agreed eMMP).

2.	Escalation Cap for *****

The FHA Rates set forth in the FHA are subject to escalation in accordance with the formula set out in Exhibit B thereto.

With respect to the FHA Rates, the escalation formula set out in Exhibit B to the FHA when applied to such rates shall be capped at ***** per annum on a cumulative average basis for a period equal to the first ***** from the date of the FHA (the “Capped Period”). The escalation result at the end of the Capped Period will be used as the starting basis for subsequent uncapped escalation calculations for the time periods beginning immediately after the Capped Period up to the end of the FHA.

3.	Restoration Shop Visit Rate Invoicing:

Notwithstanding anything in Clause 10.1.2. of the FHA to the contrary, IAE shall invoice Spirit and Spirit shall pay at induction of the Restoration Shop Visit an amount equal to ***** of the sum of the escalated FHA Rate multiplied by (i) the Eligible Engine Flight Hours flown by such Eligible Engine since new, or (ii) if the Eligible Engine has had a Restoration Shop Visit, since its last Restoration Shop Visit. The remaining ***** shall be due by Spirit upon completion of the Restoration Shop Visit.

*****

***** Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission.

5.	Option to Extend Period of FHA

IAE agrees to provide Spirit with an option to extend the Period of FHA as defined in the FHA by an additional ***** for Spirit’s Eligible Engines. For the avoidance of doubt, this option, if exercised, would apply to as Eligible Engines and can not be used to extend the Period of FHA for individual Eligible Engines. IAE will provide the rates for the extension period based on the same methodology used to calculate the original FHA rates after Spirit informs IAE of its intent to exercise this option. If Spirit decides to exercise this option, Spirit must notify IAE in writing of its selection at least ***** months prior to expiration of the Period of the FHA of the first Eligible Engine to enter into service under the FHA.

6.	Escalation Formula Enhancement: Resolution of V10417

6.1

IAE agrees to enhance the FHA Escalation Formula attached to Exhibit B to the FHA by changing the Material and Labor ratios from ***** and ***** to ***** and *****. Therefore, Exhibit B to the FHA is hereby deleted in its entirety and replaced with the following new Exhibit B appearing on Schedule 1 attached hereto.

6.2

IAE agrees to pay for the repair of the leased engine bearing manufacturer’s serial number V10417 for damage that occurred while being leased by Spirit pursuant to IAE’s standard terms of business lease. IAE’s agreement to pay for such costs is a one time concession made as a part of a larger negotiation involving the FHA and shall not be construed as obligating IAE to pay for such damage on other leased Engines.

Except as expressly amended by this Side Letter No. 1, all provisions of the FHA remain in full force and effect.


Very truly yours,		Agreed to and Accepted on behalf of:

IAE INTERNATIONAL AERO ENGINES AG		SPIRIT AIRLINES NC.

By:	/s/ Randy L. Nason	By:	/s/ John R. Severson
Title:	General Mgr & Director Customer Business	Title:	EVP & CFO

***** Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission.

Schedule 1 to Side Letter No. 1 to the FHA

(Replaces original Exhibit B to FHA)

EXHIBIT B

IAE FHA ESCALATION FORMULA

1.	MSR for each year shall be calculated from MSRb as follows:

*****

2.	The values of the factors*****

respectively, shall be determined to the nearest fourth decimal place. If the fifth decimal is five or more, the fourth decimal place shall be raised to the next higher number.

3.	If the U.S. Department of Labor ceases to publish the above statistic or modifies the basis of their calculation, then IAE in its sole discretion, shall substitute any officially recognized and substantially equivalent statistic.

4.	If the application of the above formula would result in an MSR for the year, which is lower than MSRb, MSR for the year will be set equal to MSRb.

***** Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission.

THIS DOCUMENT CONTAINS INFORMATION PROPRIETARY TO IAE

LOGO

June , 2006

Mr. Joseph Shallcross

Vice President of Procurement and Logistics

Spirit Airlines, Inc.

2800 Executive Way

Miramar, FL 33025

Subject:

Side Letter No. 2 to the V2500-A5 Fleet Hour Agreement between IAE International

Aero Engines AG and Spirit Airlines, Inc., dated April 11, 2005

Dear Mr. Shallcross:

We refer to the Fleet Hour Agreement dated April 11, 2005 between IAE International Aero Engines AG (“IAE”) and Spirit Airlines, Inc. (“Spirit”), as amended from time to time, such contract being hereinafter referred to as the “ FHA ”. Unless expressly stated to the contrary, and to the extent possible, terms used in this Side Letter No. 2 shall have the same meaning given to them in the FHA.

This Side Letter No. 2 extends the coverage of the FHA to the SL2 Eligible Engines originally installed on the SL2 Aircraft, as detailed below.

1.	Definitions

1.1

“ Extended SL2 Period of FHA ” shall have the meaning as defined in Section 3.2 below.

1.2

“ SL2 Aircraft ” shall mean the ***** used Airbus A321 Aircraft currently being leased by Spirit, as more particularly described in Schedule 1 hereto. The SL2 Aircraft shall be considered “Used Aircraft” as defined by Section 1.3.7 of the FHA. Except as otherwise noted herein, all terms and conditions of the FHA applicable to the Used Aircraft shall apply to the SL2 Aircraft.

1.3

“ SL2 Eligible Engines ” shall mean the ***** used V2533-A5 Engines originally installed on the SL2 Aircraft, as more particularly described in Schedule 1 hereto.

1.4

“ SL2 Period of FHA ” shall have the meaning as defined in Section 3 below.

1.5

“ SL2 Reconciliation Period ” shall have the meaning as defined in Section 3.2.2(a) below.

2.	Payment for Initial Restoration Shop Visit Under FHA; Other Payments, Coverage Date

2.1

Notwithstanding anything herein or in the FHA to the contrary, for each initial Restoration Shop Visit covered under the FHA for SL2 Eligible Engines V10912,

***** Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission.

NKS-FHA-SL2 (2006-JUN-06) (3 Pembroke AC EXECUTION VERSION).doc

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V 10691, V10911, V10688 and V10877, Spirit shall pay IAE for each such Restoration Shop Visit performed, an amount equal to the Eligible Engine Flight Hours flown by such engines since last Restoration Shop Visit or since new (whichever is later) multiplied by the applicable ***** Month Rate, as set forth in Section 4 below.

2.2

For the initial Restoration Shop Visit covered under the FHA for SL2 Eligible Engine V10879, Spirit shall pay an amount equal to the actual cost of its initial Restoration Shop Visit under the FHA.

2.3

Payment for each Miscellaneous Shop Visit and each subsequent Restoration ShopVisit after the initial Restoration Shop Visit under the FHA for each SL2 Eligible Engine shall be made in accordance with the terms of the FHA and this Side Letter No. 2.

3.	Period of FHA

3.1

The Period of FHA for only the SL2 Eligible Engines shall begin on the relevant EIS Under FHA date listed for each of the SL2 Aircraft in Schedule 1 hereto, and shall expire ***** months thereafter (the “ SL2 Period of FHA ”). For the avoidance of doubt, the Period of FHA in the FHA as defined for all other Eligible Engines shall remain unchanged.

3.2

Spirit may elect to extend the SL2 Period of FHA to a period of ***** months from the relevant EIS Under FHA date (the “ Extended SL2 Period of FHA ”), by notifying IAE in writing at any time prior to September 1, 2007. In the event that Spirit does select the Extended SL2 Period of FHA, then

3.2.1

By virtue of Clause 10.1.1 of the FHA (as amended for the SL2 Eligible Engines by Section 4 below), the ***** Month Rate shall be applicable to the SL2 Eligible Engines rather than the ***** Month Rate; and

3.2.2

The Parties shall perform a reconciliation to effect Section 3.2.1 above by subtracting

(a)

The applicable ***** Month Rate multiplied by the Eligible Engine Flight Hours flown by the SL2 Eligible Engines from the beginning of the SL2 Period of FHA to the time of reconciliation (the “ SL2 Reconciliation Period ”), minus

(b)

The applicable ***** Month Rate multiplied by the Eligible Engine Flight Hours flown by the SL2 Eligible Engines during the SL2 Reconciliation Period.

IAE shall reimburse Spirit for any excess payment amounts calculated above by issuing a credit against Spirit’s FHA useable against future FHA payments to IAE.

***** Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission.

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3.2.3

Following the Reconciliation Period, Spirit shall pay the applicable ***** Month Rate for the SL2 Eligible Engines in accordance with the terms of the FHA.

4.	FHA Rates

With respect to the SL2 Eligible Engines only, the following revised Clause 10.1.1 shall apply in lieu of the provisions of Clause 10.1.1 of the FHA:

“10.1.1

The FHA Rates paid by Spirit to IAE in respect of the services set out in Clause 3 and Clause 4 of this Agreement for the SL2 Eligible Engines covered by this Agreement shall be as follows for the SL2 Period of FHA or Extended SL2 Period of FHA per SL2 Eligible Engine Flight Hour (in United States Dollars):

For the SL2 Eligible Engines:

Restoration Shop Visit Rates:

Stage Length
(at Annual Average Utilization of ***** per Aircraft)

*****

***** Month Rates:

*****

***** Month Rates:

*****

A321

Miscellaneous Shop Visit Rate:

***** Month Rate:

*****

***** Month Rate:

*****

The above FHA Rates are subject to escalation from the base month of October 2005 to the date of calculation of the applicable FHA Rate in accordance with the formula set forth in Exhibit B to this Agreement. Additionally, IAE reserves the right to make an adjustment of the rates if the operating parameters in Clause 10.5 (other than in accordance with the above listed assumed utilization and stage lengths) change, the fleet mix and quantity are different than described in Clause 10.1.1 above or Spirit fails to pay for Spare Engine Coverage. Such changes will be made using methodology that is consistent with the methodology used to develop the original rates.”

5.	Additional SL2 Eligible Engine Coverage

Coverage of the SL2 Eligible Engines under the FHA shall include one Restoration Shop Visit as required to meet Spirit’s lease return conditions from the relevant lessor. Such Restoration Shop Visit Coverage shall be performed in accordance with Clause 3 of the FHA.

6.	Payment of Spare Engine Support Coverage Rate

Notwithstanding anything contained in this Side Letter No. 2 or the FHA to the contrary, with respect to payment of the Spare Engine Support Coverage Rate payable in accordance with Clause 10.2 of the FHA for SL2 Eligible Engines shall be payable only for SL2 Eligible Engine Flight Hours flown on or after January 1, 2006. (For the avoidance of doubt, all Spare Engine Usage Rates payable in accordance with Clause 10.1.4 of the FHA shall remain payable in accordance with the terms of the FHA.)

***** Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission.

NKS-FHA-SL2 (2006-JUN-06) (3 Pembroke AC EXECUTION VERSION).doc

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THIS DOCUMENT CONTAINS INFORMATION PROPRIETARY TO IAE

7.	List of Engines

The Delivery Schedule set forth in Exhibit E to the FHA is hereby amended to include the SL2 Aircraft appearing on Schedule 1 hereto.

This Side Letter No. 2 amends and forms an integral part of the FHA. Except as expressly amended by this Side Letter No. 2, all provisions of the FHA remain in full force and effect.


Yours faithfully,		Agreed to and accepted for and on behalf of:
For IAE International Aero Engines AG		Spirit Airlines, Inc

By:	/s/ illegible	By:	/s/ John Severson


Title:						Title:		EVP & CFO

NKS-FHA-SL2 (2006-JUN-06) (3 Pembroke AC EXECUTION VERSION).doc

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THIS DOCUMENT CONTAINS INFORMATION PROPRIETARY TO IAE

SCHEDULE 1

ADDITION TO

EXHIBIT E TO THE FHA

SL2 AIRCRAFT ENTRY INTO SERVICE DATES UNDER THE FHA

SL2 Aircraft


A/C MODEL	EIS UNDER FHA	MSN	TAIL	ENGINE 1	ENGINE 2
*****	*****	*****	*****	*****	*****

***** Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission.

NKS-FHA-SL2 (2006-JUN-06) (3 Pembroke AC EXECUTION VERSION).doc

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THIS DOCUMENT CONTAINS INFORMATION PROPRIETARY TO IAE

LOGO

June , 2006

Mr. Joseph Shallcross

Vice President of Procurement and Logistics

Spirit Airlines, Inc.

2800 Executive Way

Miramar, FL 33025

Subject:

Side Letter No. 3 to the V2500-A5 Fleet Hour Agreement between IAE International

Aero Engines AG and Spirit Airlines, Inc., dated April 11, 2005

Dear Mr. Shallcross:

We refer to the Fleet Hour Agreement dated April 11, 2005 between IAE International Aero Engines AG (“ IAE” ) and Spirit Airlines, Inc. (“ Spirit ”), as amended from time to time, such contract being hereinafter referred to as the “ FHA ”. Unless expressly stated to the contrary, and to the extent possible, terms used in this Side Letter No. 3 shall have the same meaning given to them in the FHA.

This Side Letter No. 3 extends the coverage of the FHA to the SL3 Eligible Engines originally installed on the SL3 Aircraft, as detailed below.

1.	Definitions

1.1

“ Extended SL3 Period of FHA ” shall have the meaning as defined in Section 3.2 below.

1.2

“ SL3 Reconciliation Period ” shall have the meaning as defined in Section 3.2.3(a) below.

1.3

“ SL3 Aircraft ” shall mean the ***** Airbus A321 Aircraft to be leased by Spirit from AerCap (formerly debis AirFinance), as more particularly described in Schedule 1 hereto. The SL3 Aircraft shall be considered “Used Aircraft” as defined by Section 1.3.7 of the FHA subject to the provisions of Section 2.2 below. Except as otherwise noted herein, all terms and conditions of the FHA applicable to the Used Aircraft shall apply to the SL3 Aircraft.

1.4

“ SL3 Eligible Engines ” shall mean the ***** V2533-A5 engines originally installed on the SL3 Aircraft, as more particularly described in Schedule 1 hereto.

1.5

“ SL3 Period of FHA ” shall have the meaning as defined in Section 3.1, below.

***** Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission.

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2.	Payment for Initial Restoration Shop Visit; Other Payments, Coverage Date

2.1

Notwithstanding anything herein or in the FHA to the contrary, for each initial Restoration Shop Visit covered under the FHA for SL3 Eligible Engines, Spirit shall pay IAE for each such Restoration Shop Visit performed, an amount equal to the SL3 Eligible Engine Flight Hours flown by such engines since last Restoration Shop Visit or since new (whichever is later) multiplied by the applicable ***** Month Rate, as set forth in Section 4 below.

2.2

Payment for each Miscellaneous Shop Visit and each subsequent Restoration Shop Visit after the initial Restoration Shop Visit under the FHA for each SL2 Eligible Engine shall be made in accordance with the terms of the FHA and this Side Letter No. 2.

3.	Period of FHA; Conversion from * Month Rate to * Month Rate

3.1

The Period of FHA for only the SL3 Eligible Engines shall begin on the relevant EIS Under FHA date listed for the SL3 Aircraft in Schedule 1 hereto, and shall expire ***** months thereafter (the “ SL3 Period of FHA ”). For the avoidance of doubt, the Period of FHA in the FHA for all other Eligible Engines shall remain unchanged.

3.2

Spirit may elect to extend the SL3 Period of FHA to a period of ***** months from the relevant EIS Under FHA date (the “ Extended SL3 Period of FHA ”), by notifying IAE in writing at any time prior to February 29, 2008. In the event that Spirit does select the Extended SL3 Period of FHA for the SL3 Eligible Engines, then

3.2.1

Notwithstanding Section 1.3 above, the SL3 Aircraft shall be considered Other New Aircraft as defined by Section 1.3.6 of the FHA and all terms and conditions of the FHA applicable to the Other New Aircraft shall apply to the SL3 Aircraft;

3.2.2

By virtue of the original Section 10.1.1 of the FHA (i.e. as unaffected by Section 4 below), the original Restoration Shop Visit Rates set forth in the FHA (the “ ***** Month Rate ”) shall be applicable to the SL3 Eligible Engines rather than the ***** Month Rate; and

3.2.3

The Parties shall perform a reconciliation to effect Section 3.2.2 above by subtracting

(a)

The applicable ***** Month Rate multiplied by the Eligible Engine Flight Hours flown by the SL3 Eligible Engines from the beginning of the SL3 Period of FHA to the time of reconciliation (the “ SL3 Reconciliation Period ”), minus

***** Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission.

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THIS DOCUMENT CONTAINS INFORMATION PROPRIETARY TO IAE

(b)

The applicable ***** Month Rate multiplied by the Eligible Engine Flight Hours flown by the SL3 Eligible Engines during the Reconciliation Period.

IAE shall reimburse Spirit for any excess payment amounts calculated above by issuing a credit against Spirit’s FHA useable against future FHA payments to IAE.

3.2.4

Following the Reconciliation Period, Spirit shall pay the applicable ***** Month SL3 Rate for the SL3 Eligible Engines in accordance with the terms of the FHA.

4.	FHA Rates

With respect to the SL3 Eligible Engines only, the following revised Clause 10.1.1 shall apply in lieu of the provisions of Clause 10.1.1 of the FHA:s

“10.1.1

The FHA Rates paid by Spirit to IAE in respect of the services set out in Clause 3 and Clause 4 of this Agreement for the SL3 Eligible Engines covered by this Agreement shall be as follows for the SL3 Period of FHA or Extended SL3 Period of FHA per SL3 Eligible Engine Flight Hour (in United States Dollars):

For the SL3 Eligible Engines:

Restoration Shop Visit Rates:

Stage Length
(at Annual Average Utilization of ***** per Aircraft)

*****

***** Month Rates:

*****

***** Month Rates:

*****

A321

Miscellaneous Shop Visit Rate:

***** Month Rates:

*****

***** Month Rates:

*****

Rates as applicable under the FHA shall apply.

***** Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission.

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5.	Payment of Miscellaneous Shop Visit Rate

Notwithstanding anything contained in this Side Letter No. 3 or the FHA to the contrary, with respect to payment of the Miscellaneous Shop Visit Rate for SL3 Eligible Engines while such engines are under the ***** Month Rate only, such Miscellaneous Shop Visit Rate shall be payable for hours flown from June 1, 2005 through the end of the relevant Period of FHA as detailed herein.

6.	Payment of Spare Engine Support Coverage Rate

Notwithstanding anything contained in this Side Letter No. 3 or the FHA to the contrary, with respect to payment of the Spare Engine Support Coverage Rate payable in accordance with Clause 10.2 of the FHA for SL3 Eligible Engines shall be payable only for SL3 Eligible Engine Flight Hours flown on or after January 1, 2006. (For the avoidance of doubt, all Spare Engine Usage Rates payable in accordance with Clause 10.1.4 of the FHA shall remain payable in accordance with the terms of the FHA.)

7.	Additional SL3 Eligible Engine Coverage

Coverage of the SL3 Eligible Engines under the FHA shall include one Restoration Shop Visit as required to meet Spirit’s lease return conditions from the relevant lessor. Such Restoration Shop Visit Coverage shall be performed in accordance with Clause 3 of the FHA.

8.	List of Engines

The Delivery Schedule set forth in Exhibit E to the FHA is hereby amended to include the Spirit Used Aircraft appearing on Schedule 1 hereto.

This Side Letter No. 3 amends and forms an integral part of the FHA. Except as expressly amended by this Side Letter No. 3, all provisions of the FHA remain in full force and effect.


Yours faithfully,		Agreed to and accepted for and on behalf of:
For IAE International Aero Engines AG		Spirit Airlines, Inc.

By:	/s/ illegible	By:	/s/ John Severson
Title:		Title:	EVP & CFO

***** Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission.

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THIS DOCUMENT CONTAINS INFORMATION PROPRIETARY TO IAE

SCHEDULE 1

ADDITION TO

EXHIBIT E TO THE FHA

SL3 AIRCRAFT ENTRY INTO SERVICE DATES UNDER THE FHA

SL3 Aircraft


A/C MODEL	EIS UNDER FHA	MSN	TAIL	ENGINE 1	ENGINE 2
*****	*****	*****	*****	*****	*****

***** Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission.

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THIS DOCUMENT CONTAINS INFORMATION PROPRIETARY TO IAE

LOGO

June , 2006

Mr. Joseph Shallcross

Vice President of Procurement and Logistics

Spirit Airlines, Inc.

2800 Executive Way

Miramar, FL 33025

Subject:

Side Letter No. 4 to the V2500-A5 Fleet Hour Agreement between IAE

International Aero Engines AG and Spirit Airlines, Inc. dated April 11, 2005

Dear Mr. Shallcross:

We refer to the Fleet Hour Agreement dated April 11, 2005 between IAE International Aero Engines AG (“ IAE ”) and Spirit Airlines, Inc. (“ Spirit ”), as amended from time to time, such contract being hereinafter referred to as the “FHA.” Unless expressly stated to the contrary, and to the extent possible, capitalized terms used in this Side Letter No. 4 shall have the same meaning given to them in the FHA.

This Side Letter No. 4 sets forth the terms by which IAE will agree to Spirit’s deferral of certain FHA payments, as detailed below.

1.	Definitions

1.1

“ Deferred Payments ” shall mean all FHA Rate payment amounts deferred in accordance with this Side Letter No. 4.

1.2

“ Deferral Period ” shall mean the period commencing on ***** and ending on *****.

1.3

“ Eligible Engines ” shall mean, for the avoidance of doubt, all Eligible Engines as defined in the FHA as of the date hereof (including SL2 Eligible Engines as defined in Side Letter No. 2 to the FHA and the SL3 Eligible Engines as defined in Side Letter No. 3 to the FHA).

2.	Deferral of Restoration Shop Visit FHA Payments

2.1

Notwithstanding the provisions of Clause 10.1 of the FHA to the contrary, Restoration Shop Visit Rate payments payable by Spirit pursuant to Clauses

***** Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission.

10.1.1 and 10.1.2 of the FHA (as modified in accordance with Side Letter No. 2 and Side Letter No. 3 for SL2 Eligible Engines and SL3 Eligible Engines) for each Restoration Shop Visit for all Eligible Engines leased by Spirit from a lessor that are inducted during the Deferral Period shall be deferred until after completion of each such Restoration Shop Visit, and paid to IAE within the earlier of

2.1.1

***** Business Days following Spirit’s receipt from such lessor of maintenance reserve payments relating to the Restoration Shop Visit for which such Restoration Shop Visit payment is owed, or

2.1.2

***** days following the later of (a) completion of Spirit’s Restoration Shop Visit; and (b) IAE’s provision (directly or indirectly) of any documentation reasonably requested by Spirit confirming that such Restoration Shop Visit has occurred.

2.2

Where such Eligible Engine is not leased by Spirit from a lessor, Spirit shall pay all applicable Restoration Shop Visit charges for such engine to IAE in accordance with the terms of the FHA.

2.3

The payment deferral rights described in this section are subject to the ongoing satisfaction of the conditions set forth in Section 8 below.

3.	Deferral of Miscellaneous Shop Visit FHA Payments

3.1

Notwithstanding the provisions of Clause 10.1 of the FHA to the contrary, Miscellaneous Shop Visit Rate payments payable by Spirit pursuant to Clauses 10.1.1 and 10.1.3 of the FHA (as modified in accordance with Side Letter No. 2 and Side Letter No. 3 for SL2 Eligible Engines and SL3 Eligible Engines) for all Eligible Engine Flight Hours flown during the Deferral Period shall be deferred until 2007, and shall be paid by Spirit to IAE in ***** equal monthly installments, payable on or before the fifteenth (15th) day of each calendar month beginning on January 1, 2007 and ending after the final payment on *****; provided, however , that in the event that one or more SL2 Eligible Engine or SL3 Eligible Engine requires a Miscellaneous Shop Visit during the Deferral Period, then Spirit shall pay IAE within ***** days of completion of each such Miscellaneous Shop Visit for such Eligible Engine the lower of

3.1.1

The Miscellaneous Shop Visit Rate payments that then remain unpaid for all Eligible Engine Flight Hours flown by all Eligible Engines; or

3.1.2

The fair market price of such Miscellaneous Shop Visit, as invoiced by IAE to Spirit. Payments made by Spirit under this sub-section 3.1.2 shall be applied toward future Miscellaneous Shop Visit Rate payments payable by Spirit under the FHA.

3.2

The payment deferral rights described in this section are subject to the ongoing satisfaction of the conditions set forth in Section 8 below.

***** Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission.

4.	Deferral of Spare Engine Support Coverage and Usage Payments

4.1

Notwithstanding the provisions of Clause 10.1 of the FHA to the contrary, Spare Engine Usage Rate payments owed by Spirit pursuant to Clause 10.1.4 of the FHA for all Eligible Engine Flight Hours and Cycles flown by each Spare Engine during the Deferral Period shall be deferred until 2007, and shall be paid by Spirit to IAE in ***** equal monthly installments, payable on or before the fifteenth (15th) day of each calendar month beginning on January 1, 2007 and ending after the final payment on *****.

4.2

Notwithstanding the provisions of Clause 10.2 of the FHA to the contrary, Spare Engine Support Coverage payments owed by Spirit pursuant to Clause 10.2 of the FHA for all Eligible Engine Flight Hours flown during the Deferral Period shall be deferred until *****, and shall be paid by Spirit to IAE in ***** equal monthly installments, payable on or before the fifteenth (15 ^th ) day of each calendar month beginning on ***** and ending after the final payment on *****.

4.3

The payment deferral rights described in this section are subject to the ongoing satisfaction of the conditions set forth in Section 8 below.

5.	Review of Repayment Period for Certain Deferred Payments

The parties agree that, by *****, they will review whether the period over which Spirit must repay the Deferred Payments listed in Sections 3.1, 4.1, and 4.2 above (i.e., the deferred Miscellaneous Shop Visit Rate payments and the Spare Engine Coverage payments) may be extended from ***** months. In the event that the parties mutually agree to such extension, the parties will amend this Side Letter No. 4 accordingly.

6.	Amounts Not Deferred by this Side Letter

Any amounts that are currently due or become due from Spirit under the FHA that are not explicitly deferred by this Side Letter No. 4 remain due and payable under the FHA in accordance with the terms thereof without reference to this Side Letter No. 4.

7.	Effect of A321 Max Climb Thrust Letter

Spirit hereby irrevocably waives any rights or benefits it may be entitled to with respect to IAE’s letter dated March 8, 2004 from Mark King to Jacob Schorr (regarding increased V2500 thrust rating on A321s at max climb), and agrees that IAE shall have no obligations, liabilities, or commitments whatsoever with respect thereto.

8.	Conditions

The deferral of FHA payments as set forth in this Side Letter No. 4 is conditional upon the following:

***** Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission.

8.1

By no later than June 30, 2006 (or such other later date as mutually agreed by the parties in writing), Spirit shall provide written evidence reasonably satisfactory to IAE that it has obtained additional financial support in the amount of at least *****

8.2

With respect to any additional used V2500 powered A320 family aircraft that may be purchased by Spirit during the ***** year period after the date of this Side Letter No. 4 (the “ Additional Aircraft ”), Spirit agrees that, to the extent it is not prohibited by agreements with its aircraft financiers or other existing contractual arrangements, such Additional Aircraft engines shall be covered under an IAE fleet hour agreement on terms and conditions mutually agreed between the parties;

8.3

IAE shall not have declared an event of default that is continuing pursuant to Section 21.2 of the FHA, as may be amended and or supplemented by applicable side letters; and

8.4

A Termination Event shall not have occurred and be continuing under the V2500 ^® General Terms of Sale between IAE and Spirit dated March 1, 2005 the (“ GTA ”), as may be amended and or supplemented by applicable side letters.

9.	Remedies in the Event of Default

If the conditions set forth in Section 8 above are not met, the following shall apply:

9.1

If the condition in Section 8.1 is not met due to Spirit’s failure to provide to IAE any written evidence whatsoever by the date specified in Section 8.1, then all Deferred Payments remaining unpaid shall become immediately due and payable by Spirit to IAE, and Spirit’s agreement in Section 8.2 shall be null and void and of no further force and effect.

9.2

If the condition in Section 8.1 is not met due to the fact that, although Spirit provided written evidence to IAE by the date specified in Section 8.1, such evidence was not reasonably satisfactory to IAE, then IAE shall first provide Spirit with a written request for additional evidence. Spirit shall then have ten (10) days from the date of IAE’s request to provide written evidence reasonably satisfactory to IAE to fulfill the condition in Section 8.1.

9.2.1

In the event that after such ten (10) day period, Spirit either does not provide such written evidence reasonably satisfactory to IAE, or any evidence so provided is not reasonably satisfactory to IAE, then the condition in Section 8.1 shall be deemed not to have been met, and all Deferred Payments remaining unpaid shall become immediately due and payable by Spirit to IAE, and Spirit’s agreement in Section 8.2 shall be null and void and of no further force and effect.

***** Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission.

9.2.2

In the event that after such ten (10) day period, Spirit does provide such written evidence reasonably satisfactory to IAE, then the condition in Section 8.1 shall be deemed to have been met.

9.3

If the condition in Section 8.2 is not met, then all Deferred Payments remaining unpaid shall become immediately due and payable by Spirit to IAE.

9.4

If the conditions in Section 8.3 and/or 8.4 are not met, then IAE shall be entitled to all remedies otherwise available under the FHA, GTA, or at law or equity, as applicable.

This Side Letter No. 4 amends and forms an integral part of the FHA. Except as expressly amended by this Side Letter No. 4, all provisions of the FHA remain in full force and effect.


Yours faithfully,		Agreed to and accepted for and on behalf of:
For IAE International Aero Engines AG		Spirit Airlines, Inc.

By:	/s/ illegible	By:	/s/ John Severson


Title:						Title:		EVP & CFO

IAE PROPRIETARY INFORMATION

LOGO

Mr. David Bradford

Vice President & Controller

Spirit Airlines

2800 Executive Way

Miramar, FL 33025

February 4, 2009

Subject:

Side Letter Agreement No. 5 to the V2500-A5 Fleet Hour Agreement

between IAE International Aero Engines AG and Spirit Airlines, Inc. dated April 11, 2005

Gentlemen:

We refer to the Fleet Hour Agreement dated April 11, 2005 between IAE International Aero Engines AG (“ IAE” ) and Spirit Airlines, Inc. (“ Spirit ”), as amended from time to time, such contract being hereinafter referred to as the “ Contract. ” Unless expressly stated to the contrary, capitalized terms used in this Side Letter Agreement No. 5 (“ SLA 5 ”) shall have the same meaning given to them in the Contract.

WHEREAS,

Spirit are currently in default of the Contract due to the non-payment of amounts due to IAE under the Contract as detailed in Appendix 1 to this SLA 5 (“Unpaid Invoices”); and

ii)

IAE and Spirit have agreed to defer the delivery of a Spare Engine from quarter one (1) of 2009; and

iii)

Spirit and IAE (collectively, the “ Parties ” and each a “ Party ”) hereby agree to the terms set forth below in order to cure Spirit’s default and memorialize terms of the Spare Engine deferral.

1.	Spare Engine Delivery

Firm Spare Engine No. 4 as referenced in Exhibit A to the V2500 Propulsion System and FHA Proposal to Spirit Airlines dated October 27, 2006 (the “ Proposal ”), is hereby deferred from quarter one (1) of calendar year 2009 (the “ Deferred Spare Engine ”).

*****

2.	Payment Plan

Spirit shall pay to IAE in good funds the following amounts:

Upon execution of this SLA 5, Spirit shall no later than 2 ^nd March 2009 pay to IAE the entire remaining balance of Unpaid Invoices following offset of the PDP Amount for the Deferred Spare Engine in accordance with Clause 1 above. For clarity, the remaining balance of the Unpaid Invoices is *****. Following receipt of these funds by IAE, IAE will release Engine serial number V12239 from the Maintenance Centre.

***** Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission.

Page 1 of 18

IAE PROPRIETARY INFORMATION

The pre-delivery payments for the Deferred Spare Engine calculated in accordance with Exhibit E to the Proposal. For clarity the pre-delivery payment for the Deferred Spare Engine is ***** (the “ Deferred PDP Amount ”). Spirit shall pay the Deferred PDP Amount for the Deferred Spare Engine to IAE in four (4) equal monthly installments commencing on May 15, 2009 and ending on August 7, 2009, as detailed in Appendix 3 hereto (the “ Payment Plan ”).

3.	Additional Remedies Upon Default

In addition to any and all rights and remedies available at law, in equity and under the Contract, if Spirit fails to make any payment in accordance with the Payment Plan or under any other agreement between IAE and Spirit, than all accounts owing to IAE under this SLA 5 and the Contract shall accelerate and become immediately due and payable to IAE.

4.	Restoration Shop Visit Payment Terms

*****

ii)

IAE agrees to provide enhanced shop visit documentation for each Restoration Shop Visit performed under the Contract in similar form and content to that shown in Appendix 4 hereto (the “ Enhanced Shop Visit Documentation ”). IAE will use reasonable commercial efforts to provide Spirit with the Enhanced Shop Visit Documentation within forty-five (45) days from the completion of the Restoration Shop Visit for a particular Eligible Engine, but Spirit’s receipt or non-receipt of the Enhanced Shop Visit Documentation shall not affect Spirit’s obligation to pay the corresponding invoices to IAE.

5.	Right of Setoff

In addition to any and all other rights and remedies that IAE may have under the Contract, the General Terms Agreement dated March 1, 2005 between IAE and Spirit (the “GTA”), and any other agreement existing between IAE and Spirit, IAE shall have the right to set off any spare parts credits that have been made available by IAE to Spirit against any outstanding or future spare parts invoices issued by IAE to Spirit, with notice to Spirit until the Payment Plan has been paid in full, and Spirit hereby consents to the same.

Spirit hereby waives any notice and cure period to which it may be entitled under the Contract, the GTA, at law or in equity until the Payment Plan has been paid in full and Spirit expressly agrees that IAE shall be entitled to exercise any and all of its rights and remedies (including without limitation the right to hold engines) immediately upon any Spirit default.

6.	Miscellaneous

Except as expressly amended by this SLA 5, all provisions of the Contract and any other agreements existing between IAE and Spirit remain in full force and effect and this SLA 5 shall be construed and considered as an integral part of the agreements.

ii)

Spirit shall be considered to be in default of the Contract until Spirit fully satisfies the provisions of this SLA 5. Accordingly, this SLA 5 is not, and shall not be construed as, a waiver of IAE’s rights and remedies and IAE hereby expressly reserves the same.

iii)

Nothing in this SLA 5 shall be construed to release Spirit from any of its obligations under the Contract or any other agreement between Spirit and IAE, including without limitation the obligation to pay all invoices as and when they come due, nor shall it be construed as a waiver by IAE of any other claims, demands or rights IAE may have against Spirit.

iv)

This SLA 5 is valid for execution until February 27, 2009, and it shall have no force and effect unless signed by both parties on or before that date.

This SLA 5 shall be construed, performed and enforced in accordance with Connecticut law, even if applicable conflict of laws rules would require application of other laws. In

***** Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission.

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addition, for disputes relating to or arising out of this SLA 5 and the Contract, Spirit hereby consents to personal jurisdiction in the federal and state courts of Connecticut and Spirit waives any arguments or defenses related to personal jurisdiction and the propriety of venue in Connecticut.

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Very truly yours,		Agreed to and accepted on behalf of
IAE International Aero Engines AG		Spirit Airlines Inc

By:	/s/ illegible	By:	/s/ David Bradford
Title:	Commercial Manager - Americas	Title:	VP Controller

2/4/2009		2/4/09
Date		Date

Page 4 of 18

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Appendix 1

Unpaid Invoices

***** Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission.

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Appendix 2

Reallocation of PDP Amount for Deferred Spare Engine to Unpaid Invoices

The PDP Amount will be reallocated to the Unpaid Invoices listed below, as follows:

*****

***** Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission.

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Appendix 3

Payment Plan


Payment No.	Payment Date	Amount Due
1	May 15, 2009	*****
2	June 12, 2009	*****
3	July 10, 2009	*****
4	August 7, 2009	*****
	Total:	*****

***** Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission.

Page 7 of 18

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Appendix 4

Enhanced Shop Visit Documentation

S UBJECT : C OST

A LLOCATION O F V10877 S HOP V ISIT

To whom it may concern,

This is to confirm that ESN V10877 has received a restoration shop visit under the terms of the IAE Fleet Hour Agreement (FHA). The engine was inducted into the Pratt & Whittney Columbus Engine Center (CEC) on August 28, 2007 and completed its shop visit on November 12, 2007. Attached are both the repair and new part content that were incorporated into this engine during the engine shop visit.

As a result of this visit, Spirit Airlines was invoiced a total of ***** by IAE. Please note that the total amount of the invoice is net of IAE Program Warranty Credits for the Oil in Turbine (OIT) package and T2 Air Seal program per Service Bulletin 79-0088 and 72-0502 respectively. The distribution of cost among the different engine sections on a percentage basis is summarized below.


Module/Engine Section		Costs
Fan & LPC		*****
Fan & Intermediate Case		*****
HPC		*****
Diffuser, Comb & NGV		*****
HPT		*****
LPT & TEC		*****
GBX, Engine General & Test		*****

Please do not hesitate to contact me if additional information is required regarding this restoration shop visit.

Best Regards,

Robert M. Lehckun

Customer Fleet Director

***** Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission.

Page 8 of 18

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IAE V10877 Restoration Shop Visit Repair Content


ATA	MODULE	Qty	VRS	P/N	PART NOMENCLATURE
0	Cross-moduler / Non-Moduler	4		2A3738	PLATE-ORIFICE
0	Cross-moduler / Non-Moduler	1		HPCASSM	HPC Assembly
72311301160	FAN	1	VRS1161	5A0898	RING, ASSY RETAINING BLD.PR
72311301160	FAN	1		5A0898	RING, ASSY RETAINING BLD.PR
72311301160	FAN	1		5A0898	RING, ASSY RETAINING BLD.PR
72311301160	FAN	1	VRS1005	5A0898	RING, ASSY RETAINING BLD.PR
72311201200	FAN	1	VRS1154	5A1757	DISC, A/O STG.1 FAN
72311201200	FAN	1	VRS1157	5A1757	DISC, A/O STG.1 FAN
72311201200	FAN	1	VRS1158	5A1757	DISC, A/O STG.1 FAN
72311201200	FAN	1	VRS1159	5A1757	DISC, A/O STG.1 FAN
72311101100	FAN	22	VRS1014	5A1710	FILLER, A/O ANNULUS
72311201100	FAN	1	VRS1151	5A0897	RING, RETAINING BLD.PR
72311201100	FAN	1	VRS1150	5A0897	RING, RETAINING BLD.PR
72311101300	FAN	22		6A7614	BLADE, ASSY
72311101100	FAN	22	VRS1735	5A1710	FILLER, A/O ANNULUS
72311101100	FAN	22	VRS1009	5A1710	FILLER, A/O ANNULUS
72311101100	FAN	22	VRS1018	5A1710	FILLER, A/O ANNULUS
72311201200	FAN	1	VRS1164	5A1757	DISC, A/O STG.1 FAN
72329301200	LPC	1	VRS1778	5A0460	FAIRING, SPLITTER
72329301200	LPC	1	VRS1777	5A0460	FAIRING, SPLITTER
72328001001	LPC	1	VRS1595	5W0133	DRAWING, LPC, ROTOR ASSEMBLY
72323501100	FBC	1	VRS1855	5R0170	SEAL, ASSY AIR FBC REAR
72322502400	FBC	1		2A1798	SEAT, #3 BRG SEAL
72324201100	FBC	1		5A0995	TUBE, A/O OIL FEED
72324101240	FBC	1	VRS1243	5W2088	SUPPORT, A/O NO.1 BEARING
72323601550	FBC	1		5A0943	DISTRBTR, OIL MAIN
72323501550	FBC	1	VRS1931	5A0943	DISTRBTR, OIL MAIN
72324201450	FBC	1	VRS1281	5A1155	HOUSING, STRAINER
72323501100	FBC	1	VRS1266	5R0170	SEAL, ASSY AIR FBC REAR
72322601400	FBC	1	VRS1240	5A0868	GEARSHFT, BEVEL WHEEL
72322601300	FBC	1	VRS1237	5A1000	NUT, NO.3 BEARING
72322601300	FBC	1		5A1000	NUT, NO.3 BEARING
72322502150	FBC	1		2A1786	SEAL, A/O FACE
72322601300	FBC	1	VRS1238	5A1000	NUT, NO.3 BEARING
72328702250	FAN CASE/FRM	1	VRS1803	5A1625	PANEL
72328806100	FAN CASE/FRM	9	VRS1770	5A1513	VANE, A/O FAN EXIT
72328601100	FAN CASE/FRM	1		5A1755	FAIRING, A/O REAR
72381101100	FAN CASE/FRM	1	VRS1057	5A1833	FAIRING, ASSY INLET CONE
72328501100	FAN CASE/FRM	1	VRS1800	5W0197	CASE, A/O FAN
72381101200	FAN CASE/FRM	1		5A1733	CONE, ASSY
72381101100	FAN CASE/FRM	1	VRS1460	5A1833	FAIRING, ASSY INLET CONE
72328501100	FAN CASE/FRM	1	VRS1841	5W0197	CASE, A/O FAN
72328501100	FAN CASE/FRM	1	VRS1819	5W0197	CASE, A/O FAN
72328501100	FAN CASE/FRM	1	VRS1822	5W0197	CASE, A/O FAN
72328501100	FAN CASE/FRM	1	VRS1182	5W0197	CASE, A/O FAN
72320302500	FAN CASE/FRM	1		5A1749	BRACKET, PANEL SUPPORTING
72320302300	FAN CASE/FRM	1	VRS1902	5A1692	PANEL, A/O FAIRING
72320302100	FAN CASE/FRM	1		5A1838	PANEL, A/O FAIRING NO.6 V0AM53
72328501100	FAN CASE/FRM	1	VRS1821	5W0197	CASE, A/O FAN
72328501100	FAN CASE/FRM	1		5W0197	CASE, A/O FAN
72413101705	HPC	4	VRS6245	6A7576	RING, SEGMENT STAGE 6 ROTOR
72412104600	HPC	1	VRS6352	6A6552	CASE, ASSY, ROTOR PATH ST.12
72412104600	HPC	1	VRS6219	6A6552	CASE, ASSY, ROTOR PATH ST.12
72412302400	HPC	1	VRS6178	6A5682	CASE, ASSY
72412302400	HPC	1	VRS6306	6A5682	CASE, ASSY
72412302400	HPC	1	VRS6279	6A5682	CASE, ASSY
72413101400	HPC	1		6A4439	CASE, ASSY, FRONT HP.COMPRESSOR
72412104350	HPC	1	VRS6253	6A7531	CASE, ASSY STG 10-HP Comp

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Repair Content


ATA	MODULE	Qty	VRS	P/N	PART NOMENCLATURE
71514101005	ENGINE GEN	1		6A7450	HARNESS, ASSY
75244904410	ENGINE GEN	1	VRS4406	3A2358	SUPPORT, ASSY (NO.4)
75245101485	ENGINE GEN	1		6A6491	ROD, STATOR ASSY OF
75325201100	ENGINE GEN	1		AC69924	VALVE, BLEED ST 7 HP COMPRES VU8976
75325201100	ENGINE GEN	1		AC69924	VALVE, BLEED ST 7 HP COMPRES VU8976
77211520100	ENGINE GEN	1		2A2224	THERMCPL, IMMERSION
77211520100	ENGINE GEN	1		2A2224	THERMCPL, IMMERSION
77214301010	ENGINE GEN	1		25975-000	BOX, CABLE TC
79224901100	ENGINE GEN	1		5R8140	TUBE, ASSY OF-NO.5 OIL SCAVENGE
75244904010	ENGINE GEN	1	VRS4405	3A2337	SUPPORT, ASSY (NO.1)
71221101010	ENGINE GEN	1		740-2040-503	MOUNT, INSTL, ENGINE AFT V51563
75244903010	ENGINE GEN	1	VRS4395	3A2410	DUCT, ASSY
71514201005	ENGINE GEN	1		745-5870-503	HARNESS, EEC & IGNTN SUPPLY V51563
71514301005	ENGINE GEN	1		740-5966-525	HARNESS, GENERAL SERVICES V51563
71514401005	ENGINE GEN	1		6A5668	HARNESS, ASSY AC115V
72006001200	ENGINE GEN	1	VRS5386	4B0031	LINK, A/O GEARBOX REAR
72006001080	ENGINE GEN	1	VRS5384	4B0112	LINK, A/O GEARBOX FRONT
72006001304	ENGINE GEN	1		5A0998	RING, ADJUST THK.4872 IN THK.4872 IN
71211201010	ENGINE GEN	1		745-2010-503	ENGINE, MOUNT ASSY, FWD V51563
75224908100	ENGINE GEN	1	VRS1650	5A9039	TUBE, A/O AIR COLD BUFFR AIR
72382501300	ENGINE GEN	1		6A4624	PANEL, ASSY, BIFURCATION,
73114912600	ENGINE GEN	1		6A2145	TUBE, A/O-FUEL, HP SERVO EXT.
73114913100	ENGINE GEN	1		6A2144	TUBE, A/O-FUEL, HP SERVO EXT.
73114918100	ENGINE GEN	1		6A2151	TUBE, A/O-FUEL, SERVO RETRACT
73114919100	ENGINE GEN	1		6A2150	TUBE, A/O-FUEL, SERVO RETRACT
71734801500	ENGINE GEN	1		740-5698-509	TUBE, ASSY DRAIN HYDRAULIC PUMP V51563
73225201100	ENGINE GEN	1		FMU530MK2	FUEL, METERING UNIT VK0131
75244903720	ENGINE GEN	1	VRS4405	3A2362	SUPPORT, ASSY (NO.5)
75224101100	ENGINE GEN	1		D1876-1000A	COOLER, AIR-NO.4 BRG COMP VU 1603
75244903720	ENGINE GEN	1	VRS4366	3A2362	SUPPORT, ASSY (NO.5)
75224909500	ENGINE GEN	1	VRS1650	5A9042	TUBE, A/O AIR COLD BUFFR AIR
75244701190	ENGINE GEN	1		2A1481	SHIELD, A/O HEAT
75244802230	ENGINE GEN	1	VRS1549	2A1557	TUBE, A/O TCC
75244902010	ENGINE GEN	1	VRS4395	3A2380	DUCT, ASSY
75244902490	ENGINE GEN	1	VRS4405	3A2350	SUPPORT, ASSY (NO.2)
75244902720	ENGINE GEN	1	VRS4405	3A2365	SUPPORT, ASSY (NO.3)
75244903490	ENGINE GEN	1	VRS4405	3A2365	SUPPORT
73114907500	ENGINE GEN	1		6A5025	TUBE, A/O
75224101100	ENGINE GEN	1		D1876-1000A	COOLER, AIR-NO.4 BRG COMP VU1603

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Mr. David Bradford

Vice President & Controller

Spirit Airlines

2800 Executive Way

Miramar, FL 33025

March 6, 2009

Subject:

Amendment No. 1 to Side Letter Agreement No. 5 to the V2500-A5 Fleet Hour Agreement between IAE International Aero Engines AG and Spirit Airlines, Inc. dated April 11, 2005

Gentlemen:

We refer to the Fleet Hour Agreement dated April 11, 2005 between IAE International Aero Engines AG (“ IAE” ) and Spirit Airlines, Inc. (“ Spirit ”), as amended from time to time (the “ Contract ”) and Side Letter Agreement No. 5 to the Contract dated February 4, 2009 (“Side Letter No. 5”).

This Amendment No. 1 amends Clause 2 and Appendix 3 to Side Letter No. 5 with respect to the payment plan for pre-delivery payments relating to a deferred spare engine. Capitalized terms used herein that are not otherwise defined shall have the same meaning given to them in the Contract or Side Letter No. 5. In the event of a conflict between the terms and provisions of this Amendment No. 1 and those of Side Letter No. 5, this Amendment No. 1 shall govern.

1.	Amendment to Clause 2 (Payment Plan) of Side Letter No. 5

Paragraph b of Clause 2, Payment Plan, of Side Letter No. 5 is hereby deleted in its entirety and replaced with the following:

2.	Amendment to Appendix 3 (Payment Plan) of Side Letter No. 5

Appendix 3 to Side Letter No. 5 is hereby deleted in its entirety and replaced with Appendix 3 to this Amendment No. 1.

***** Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission.

Page 1 of 3

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Except as hereby expressly amended herein, all other terms and provisions of the Contract and Side Letter No. 5 shall remain in full force and effect. This Amendment No. 1 may be executed in counterparts, each of which shall constitute an original, and all of which together shall deemed to be one and the same document.


Very truly yours,		Agreed to and accepted on behalf of
IAE International Aero Engines AG		Spirit Airlines Inc

By:	/s/ illegible	By:	/s/ David Bradford


Title:	COMMERCIAL MANAGER	Title:	VP TREASURER

3/12/2009		3/11/2009
Date		Date

Page 2 of 3

IAE PROPRIETARY INFORMATION

Appendix 3

Payment Plan


Payment No.	Payment Date	Amount Due
1	May 15, 2009	*****
2	June 12, 2009	*****
3	July 10, 2009	*****
4	August 7, 2009	*****
	Total:	*****

***** Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission.

Page 3 of 3

Exhibit 10.3

NAVITAIRE HOSTED SERVICES AGREEMENT

This Hosted Services Agreement (the “Agreement”) is made between NAVITAIRE Inc., a Delaware corporation (“NAVITAIRE”), and Spirit Airlines, Inc., a Delaware corporation (“Customer”), and shall be effective as of February 28, 2007 (“Effective Date”).

Recitals

A.	NAVITAIRE is an airline technology services company, which provides various services such as hosted reservation and revenue management services to airline companies worldwide.

B.	The parties desire that NAVITAIRE provide to Customer Hosted Services (as defined in Section 1), and Customer desires to purchase such Hosted Services on the terms contained in this Agreement.

NOW, THEREFORE, the parties agree as follows:

1	Definitions

As used herein, the following terms shall have the meanings accorded them in this Section 1. In the event of any conflict between a definition set forth in the Section 1 and in any one contained in an Exhibit to this Agreement, the definition contained within such Exhibit shall control.

1.1

API(s) means Application Program Interface(s).

1.2

Confidential Information has the meaning set forth in Section 9.1 hereof.

1.3

Configurable Template means any of the templates comprising from time to time a part of the Hosted Services System and designed to permit Customer to configure the presentation and interfaces of the Hosted Reservation Services through the use of APIs and limited source code made available by NAVITAIRE as a part of Hosted Reservations Services for such purpose.

1.4

Customer Authorized Support Contact(s) has the meaning set forth in Exhibit D, Section 5.

1.5

Enhancement Request metes a request by Customer to modify Hosted Services System used by NAVITAIRE to provide the Hosted Services.

1.6

Customer Account Liaison has the meaning set forth in Exhibit D, Section 2.

1.7

Emergency has the meaning set forth Sections 5.4.1 of Exhibits A, B, F, G, H and J.

1.8

Enhancement has the meaning set forth in Exhibit A, Section 9.4.2, Exhibit F, Section 9.4.2, Exhibit G, Section 10.2.2, Exhibit H, Section 10.2.2, and Exhibit J, Section 10.2.2.

1.9

Hosted Operations Management Services means the services described in Exhibit H; provided that if Hosted Operations Management Services are not designated as being contracted for in Exhibit H, Section 2 shall be blank or not appended and this Agreement shall not cover such type of services.

1.10

Hosted Operations Recovery Services means the services described in Exhibit J; provided that if Hosted Operations Recovery Services are not designated as being contracted for in Exhibit J, Section 2 shall be blank or not appended and this Agreement shall not cover such type of services.

1.11

Hosted Reservation Services means the services described in Exhibit A; provided that if Hosted Reservation Services are not designated as being contracted for in Exhibit A, Section 2 shall be blank or not appended and this Agreement shall not cover such type of services.

1.12

Hosted Revenue Accounting Services means the services described in Exhibit G; provided that if Hosted Revenue Accounting Services are not designated as being contracted for in Exhibit G, Section 2 shall be blank or not appended and this Agreement shall not cover such type of services.

1.13

Hosted Revenue Management Services means the services described in Exhibit B; provided that if Hosted Revenue Management Services are not designated as being contracted for in Exhibit B, Section 2 shall be blank or not appended and this Agreement shall not cover such type of services.

1.14

Hosted Services or Services means Hosted Reservation Services and/or Hosted Revenue Management Services and/or Hosted Web Services and/or Hosted Revenue Accounting Services, and/or Hosted Operations Management Services, and/or Hosted Operations Recovery Services, as designated in Section 2 of this Agreement.

1.15

Hosted Services System means at any time, with respect to Hosted Reservation Services, the hardware and software then or theretofore used from time to time by NAVITAIRE to provide such Services (including the Configurable Templates and any associated APIs or source code), and means with respect to Hosted Revenue Management Services, the hardware and software then or theretofore used by NAVITAIRE to provide such Services, and means with respect to Hosted Web Services, the hardware and software then or theretofore used by NAVITAIRE to provide such Services, means with respect to Hosted Revenue Accounting Services, the hardware and software then or theretofore used by NAVITAIRE to provide such Services, means with respect to Hosted Operations Management Services, the hardware and software then or theretofore used by NAVITAIRE to provide such Services, and means with respect to Hosted Operations Recovery Services, the hardware and software then or theretofore used by NAVITAIRE to provide such Services as well as in each case any user or other documentation associated therewith.

1.16

Hosted Web Services means the services described in Exhibit F; provided that if Hosted Web Services are not designated as being contracted for in Exhibit F, Section 2 shall be blank or not appended and this Agreement shall not cover such type of services.

1.17

Implementation Services has the meaning set forth in Sections 3 of Exhibit A, B, F, G, H and J.

1.18

Included Support has the meaning set forth in Sections 5 of Exhibit A, B, F, G, H and J.

1.19

Initial Term has the meaning set forth in Section 5.1 hereof.

1.20

Interrupted Service has the meaning set forth in Exhibit A, Section 9.2.1, Exhibit B, Section 5.4.1, Exhibit F, Section, 9.2.1, Exhibit G, Section 5.4.1, Exhibit H, Section 5.4.1 and Exhibit J, Section 5.4.1.

1.21

Major Release has the meaning set forth in Exhibit A, Section 9.4.5.

1.22

Mark has the meaning set forth in Section 4.10 hereof and Exhibit E.

1.23

Material Change has the meaning set forth in Section 6.4.3 hereof.

1.24

NAVITAIRE Property has the meaning set forth in Section 7.2 hereof.

1.25

PNR means a Passenger Name Record, being an individual electronic record with a unique record locator number, which may contain one or more passenger names and booked Segments.

1.26

Support Centre Support has the meaning set forth in Sections 5 of Exhibits A, B, F, G, H and J.

1.27

Segment or Host Segment means a nonstop individual booked flight segment or passive/informational segment.

1.28

Service Fees means the fees payable by Customer as specified in Exhibit A, Section 8, Exhibit B, Section 9, Exhibit F, Section 10, Exhibit G, Section 9, Exhibit H, Section 9 and Exhibit J, Section 9.

1.29

Service Levels means targets included in Sections 9.2.1 of Exhibit A and F.

1.30

Support Fees means fees payable by Customer for applicable NAVITAIRE Support Centre Support as specified in Exhibits A, B, F, G, H and J.

1.31

Target Date means the completion date for implementation Services for each of the defined Hosted Services as outlined in Section 3 of Exhibits A, B, F, G, H and J, unless the Target Date has been changed as outlined in Exhibit A, Section 8.7, Exhibit B, Section 9.6, Exhibit F, Section 10.6, Exhibit G, Section 9.6, Exhibit H, Section 9.6 and Exhibit J, Section 9.6. In the event that Customer utilizes the Hosted Services for live production use before the Target Date, the Target Date will be deemed to be the first date of production use of such Hosted Services. The specific Target Date for each of the Services is located in Exhibit A, Section 3.9.1, Exhibit B, Section 3.9.1, Exhibit F, Section 3.7.1, Exhibit G, Section 3.9.1, Exhibit H, Section 3.9.1 and Exhibit J, Section 3.9.1.

2	Scope of Services

For purposes of this Agreement, Hosted Services include (as designated) the following:


		X		Hosted Reservation Services (or certain types thereof), as designated in and the provision of which is governed by Exhibit A hereto; and/or

		NA		Hosted Revenue Management Services, as designated in and the provision of which is governed by Exhibit B hereto; and/or

		NA		Hosted Web Services, as designated in and the provision of which is governed by Exhibit F hereto; and/or

		X		Hosted Revenue Accounting Services, as designated in and the provision of which is governed by Exhibit G hereto; and/or

		NA		Hosted Operations Management Services, as designated in and the provision of which is governed by Exhibit H hereto; and/or

		NA		Hosted Operations Recovery Services, as designated in and the provision of which is governed by Exhibit J hereto.

3	NAVITAIRE Obligations

3.1

NAVITAIRE shall perform the Hosted Services in accordance with this Agreement. NAVITAIRE may utilize subcontractors to perform its obligations under this Agreement provided, however, that (a) any such subcontracting to be performed on Customer’s premises will be subject to Customer’s prior written consent, not to be unreasonably consent withheld, (b) any such subcontracting will not relieve NAVITAIRE of any liability hereunder, and (c) any such subcontractors will be subject to a duty of confidentiality for which (i) Customer is an intended third party beneficiary, and (ii) is sufficient such that such subcontracting allows NAVITAIRE’s performance hereunder to remain in compliance with applicable privacy laws.

3.2

On a rolling three (3) year basis, as measured from the time each record is created, NAVITAIRE will keep complete and accurate books, records and documents from which may be determined the basis for billing Customer and for compliance with this Agreement. Such books will be maintained in a fashion acceptable under Generally Accepted Accounting Practices. Such books, records, and accounts will be open for inspection, examination, audit and copying by the Customer or the Customer’s auditors. Client and its auditors will use commercially reasonable efforts to conduct such audits in a manner that will result in a minimum of inconvenience and disruption to NAVITAIRE’s business operations. Audits may be conducted only during normal business hours and no more frequently than annually unless material issues are discovered. Customer and its auditors will not be entitled to audit: (i) data or information of other customers of NAVITAIRE; (ii) any NAVITAIRE proprietary data including cost information unless such is the basis of a reimbursable or pass-through expense; or (iii) any other Confidential Information of NAVITAIRE that is not directly relevant for the purposes of the audit. Customer will provide NAVITAIRE with reasonable prior written notice of an audit. NAVITAIRE will use commercially reasonable efforts to cooperate in the audit, will make available on a timely basis the information reasonably required to conduct the audit and will assist the designated employees of customers or its auditors as reasonably necessary. Any

request for additional assistance will constitute a new service request. All information learned or exchanged in connection with the conduct of an audit, as well as the results of any audit, constitutes Confidential Information of Customer and NAVITAIRE and will be subject to Section 9 9 below. Customer will not use any competitors or NAVITAIRE to conduct such audit. Upon the request of Customer, NAVITAIRE will promptly identify any such competitors. The auditors and other representatives of Customer will execute and deliver such confidentiality and non-disclosure agreements (naming NAVITAIRE as a third party beneficiary of such confidentiality obligations) and comply with such security and confidentiality requirements as NAVITAIRE may reasonably request in connection with such audits. All audits will be conducted at Customer’s expenses.

3.3

In the performance of this Agreement, NAVITAIRE will comply with statutes, regulations, ordinances, and orders of the Federal Government and other a jurisdictions applicable to NAVITAIRE as a provider of Hosted Services in respect to non-discrimination in employment and facilities including, without limitation, the provisions contained in Executive Order 11246, as amended and as it may be further amended in the future, titled “Equal Employment Opportunity” and in 41 C.F.R. §§ 60-1.4(a), 60-250.4 and 60-741.5(a) which are incorporated herein by reference. NAVITAIRE further agrees that it will complete and return such forms and respond to such inquires as the Customer may provide or ask, at Customer’s expense, in connection or related to NAVITAIRE’s being or use of small, HUBZone, small disadvantaged, and women-owned small businesses for the services under this Agreement and otherwise.

4	Customer Obligations

4.1

General Obligations . Customer shall comply with the obligations set forth herein including, but not limited to, those set forth in Exhibits A, B, F, G, H and J.

4.2

Access and Cooperation . Customer will provide NAVITAIRE with access to and use of its data, internal resources, and facilities, and shall otherwise cooperate with NAVITAIRE as reasonably required by NAVITAIRE, in connection with the implementation and provision of Hosted Services. NAVITAIRE will reasonably coordinate such requirements with Customer.

4.3

Notice of Increased Usage and Hosted Services Processing Capacity . NAVITAIRE’S Hosted Services capacity available to Customer is based on a calculation of three (3) times the volume of Passengers Boarded listed as Monthly Minimum Passengers Boarded Guarantees, as defined in Exhibit A, Section 8.1 that result divided by two hundred forty (240) business hours in the month (based on twenty (20) business days times twelve (12) business hours per day) to equal the number of peak hour Segment bookings per hour during a calendar month. Correspondingly, the peak hour capacity available to Customer for “Availability Requests” is three (3) times the Look to Book ratio as outlined in Exhibit A, Section 8.1. NAVITAIRE will not be obligated to fulfill service level parameters, as outlined in Exhibit A, Section 9 and Exhibit F, Section 9, when Customer’s volume exceeds the peak hour capacity as defined in this paragraph, but will make commercially reasonable efforts to do so.

Costumer agrees to use commercially reasonably efforts to provide NAVITAIRE, on a confidential basis and according to a NAVITAIRE pre-defined process, at least thirty (30) days advance written notice of any marketing initiatives, acquisitions, alliances, schedule changes, or promotions that may materially increase Customer’s usage of the Hosted Services or otherwise adversely impact the Hosted Services System performance. Examples of this are: free ticket/$0 fare promotions, new hub announcements, significant additional aircraft purchases, etc. For the purposes of this Section, increases that may adversely impact the Hosted Services are defined as increases that generate a response greater than the peak hour capacity as defined in this paragraph. NAVITAIRE will work with the Customer to attempt to reasonably provide additional capacity. If Customer requires additional capacity above three (3) times the peak hour Segment bookings per hour for bookings and/or Availability Requests, NAVITAIRE will provide a quote to Customer based on the requirements and scope desired, and the timeline on which such additional capacity can be made available to Customer.

NAVITAIRE provides Customer with completed travel historical data storage capacity equal to three (3) months of historical PNR level booking activity detail available on-line and accessible from the Hosted System interfaces. Data storage requirements in excess of three (3) months are included as an additional service for the fees as outlined in Exhibit A Section 8.1.4.

4.4

Annual Segment Forecast Update . Customer agrees to provide NAVITAIRE each October with preliminary projected annual segment volume forecast for the following year, and will provide more accurate projections when a board-approved plan is available. NAVITAIRE will use Customer’s segment forecast for business planning purposes for providing Hosted Services. It is acknowledged that such projections will not be binding on Customer and are intended for planning purposes only.

4.5

Customer Contacts . Customer initially designates the person set forth in Exhibit D, Section 2 as the Customer Account Liaison, being the primary authorized contact for account management, project funding, performance, payment, and other commercial issues with respect to the Hosted Services. Customer further initially designates the person(s) set forth in Exhibit D, Section 5 as the Customer Authorized Support Contact(s), being the authorized contact(s) to utilize the telephone support and Internet technical support system. Customer will ensure that all Customer Authorized Support Contact(s) will have received adequate training on the Hosted Services. Customer may change their designated Customer Account Liaison or Customer Authorized Support Contact(s) by written notice to NAVITAIRE, where such changes may be made on a temporary basis in Customer’s discretion.

4.6

Omitted .

4.7

Use by Customer . Hosted Services and Confidential Information of NAVITAIRE are for the sole and exclusive use of Customer. Customer may, however, permit agents hired by Customer or Customer’s subcontractors and their employees to access the Hosted Services solely for the purpose of procuring Hosted Services for and on behalf of Customer; provided that: (a) Customer will be responsible for ensuring such agents and subcontractors comply with the terms hereof, including confidentiality obligations; and (b) such agents and

subcontractors are not competitors of NAVITAIRE, it being acknowledged that Customer may reveal a mutually agreed redacted copy of this Agreement to such agents as reasonably required in connection with the foregoing. From time to time, at NAVITAIRE’s request, Customer shall provide a list of the entities to which such access has been provided and Customer will respond to each such request within fifteen (15) days. Customer will cooperate with NAVITAIRE in investigating any alleged misuse of the Hosted Services. Customer may not transfer any Confidential Information of NAVITAIRE, in any form whatsoever without the prior written consent of NAVITAIRE, except as reasonably required to use the Hosted Service as permitted under the foregoing, provided that in no event may Confidential information be shared with direct competitors of NAVITAIRE. Any transfer of or access to the Hosted Services or Confidential Information of NAVITAIRE in violation of this Section shall constitute a material breach of this Agreement. For purposes of reference, Section 7 contains further terms and conditions regarding Customer’s use of the Hosted Services System.

4.8

Training . Except for any initial training provided by NAVITAIRE as described in Exhibits A, B, F, G, H and J, Customer will be responsible for training its employees and authorized agents and subcontractors in the use of Hosted Services including, but not limited to, use of any new functions or Enhancements.

4.9

Telecommunications and Equipment . Unless otherwise specified in Exhibits A, B, F, G, H or J, Customer shall be responsible for all telecommunication dedicated, dial-up, or wireless circuits used by Customer in connection with the transmission of data between the Hosted Services System and the Customer’s site(s). Customer shall provide, install, and operate compatible hardware and communications equipment, which meets NAVITAIRE required specifications as listed In Exhibits A, B, F, G, H and J, necessary for connecting to the Hosted Services System. Customer is required to have Internet access and Internet electronic mail capability in order to communicate with NAVITAIRE support. Customer agrees to order all required circuits it is responsible for within five (5) days of execution of this Agreement. In the event that the Target Date is greater than ninety (90) calendar days following the Effective Date of this Agreement, Customer may order all required circuits at a later date but no less than ninety (90) calendar days prior to the Target Date. The data circuits must be of capacity sufficient to accommodate all Hosted Services and meet any defined Service Levels.

4.10

Acknowledgment . Customer agrees to include the Powered by Navitaire ^® Mark (the “Mark”) in any and all media products accessing or otherwise utilizing the Hosted Services System under the terms and conditions set forth in Exhibit E of this Agreement.

5	Term and Termination

5.1

Term . Unless otherwise terminated earlier under this Section 5, this Agreement shall commence on the Effective Date and continue for an Initial Term of ten (10) years following the Target Date for the respective Hosted Services. This Agreement will renew automatically for two (2) additional one (1) year renewal terms unless one party provides written notice of termination to the other party at least one hundred and eighty (180) calendar days prior to the end of the initial or any renewal term.

***** Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission.

NAVITAIRE may increase the Service Fees payable by Customer with respect to any renewal term; provided that NAVITAIRE gives Customer written notice of such increase in Service Fees at least three hundred (300) calendar days prior to the end of the then current term, but otherwise the terms hereof shall likewise apply to each renewal term.

5.2

Termination for Cause

5.2.1

This Agreement may be terminated as follows: (a) by a party upon written notice to the other party in the event of material breach of the terms hereof by the other party which is not cured within thirty (30) calendar days of written notice thereof, provided, however, that for breaches that cannot be cured within thirty (30) days such cure will be deemed made provided that the breaching party initiates efforts to remedy the breach within said thirty (30) days according to a written plan provided to and acceptable to the non-breaching party and continues in good faith with that remedy; (b) by NAVITAIRE upon written notice to Customer, if Customer fails to pay any amount due hereunder and not in dispute within ***** calendar days of the due date, NAVITAIRE provides written notice of such failure to Customer (which notice also constitutes the notice described in Section 6.5), and within ***** calendar days of delivery of such written notice such amount remains unpaid; or (c) as contemplated by Section 8.1. In addition, Customer may terminate this Agreement upon written notice to NAVITAIRE as contemplated by Sections 9.8.2 of Exhibits A and F if applicable.

5.2.2

NAVITAIRE shall not be in material breach if its failure to perform hereunder is due to problems caused by Customer software and associated data, or by Customer hardware other than that is specifically supported by NAVITAIRE or other equipment failures for hardware or other equipment failures not maintained by NAVITAIRE.

5.2.3

If Customer terminates due to material breach by NAVITAIRE, NAVITAIRE will provide Customer with duplicates of electronic media such as magnetic tapes or CDs of Customer’s database, which will be provided in the Standard Data Extract format for PNRs and Hosted Reservation Services standard file formats for schedule and Hosted Revenue Management Services historical data.

5.2.4

If NAVITAIRE terminates due to Customer’s material breach, Customer will pay NAVITAIRE a sum of (i) the aggregate of the Minimum Monthly Guarantee(s) set forth in Exhibit A, Section 8.1 that Customer would otherwise have paid for each month until the expiration of the Agreement calculated on a net present value using LIBOR rate in effect at time, and (ii) any reasonable attorneys’ costs that NAVITAIRE incurs as a result of Customer’s material breach and subsequent termination. NAVITAIRE will, upon Customer’s request and at reasonable expense to Customer, provide Customer with duplicates of electronic media such as magnetic tapes or CDs of Customer’s database.

***** Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission.

5.3

Termination for Convenience

Upon the seventh anniversary of the live production use of the Host Reservation Services and for a period of thirty (30) days thereafter, Customer may terminate this Agreement if the following have occurred:

(a)

In the ***** prior to the ***** anniversary customers representing more than fifteen (15) of the then current Navitaire Hosted Reservation Services Customers migrate to competitor solutions excluding Customers that are merged or acquired by other airlines and excluding those airlines who have already served NAVITAIRE a notice of termination at the effective date of this Agreement. For the purposes of this calculation, only airlines carrying greater than 1,000,000 passengers per year shall be considered; and

(b)

if NAVITAIRE measures:

(i) a ***** or higher reduction in year over year new reservation customer signings as averaged over each of the previous ***** years measured separately, or

(ii) Navitaire has ***** new reservations customer signings in ***** consecutive years.

For example ***** and

(c)

upon such (180) one hundred eighty calendar days written notice to NAVITAIRE.

NAVITAIRE shall notify Customer in writing promptly upon becoming aware of the occurrence of the event described in paragraph (a) or (b) above. Upon any such termination, NAVITAIRE will, upon Customer’s request at NAVITAIRE’s cost, immediately return to Customer or, at Customer’s option, destroy all copies of electronic media such as magnetic tapes or CDs of Customer’s database, which will be provided in the Standard Data extract format for PNRs and Hosted Reservation Services standard file formats for schedule and Hosted Revenue Management Services historical data in its possession, custody or control and, in the case of destruction, certify to Customer that it has done so.

5.4

Survival . No termination hereof shall release Customer from its obligation to pay NAVITAIRE in full for all Hosted Services performed by NAVITAIRE up to the date of termination, nor shall it affect any other obligations hereunder which expressly or by reasonable implication is intended to survive termination, including those set forth in Sections 6, 7, 8, 9, 10, and 18.

5.5

Termination Assistance . In anticipation of the termination of this Agreement, except for termination due to Customer’s breach, NAVITAIRE, as reasonably requested by Customer, NAVITAIRE will provide reasonable termination and transition assistance to Customer, including participation in meetings with the vendor that will be replacing NAVITAIRE so as to assist in a smooth transition. NAVITAIRE will provide such assistance on a time and materials basis at the rates specified herein.

***** Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission.

5.6

Termination for Convenience of Skyledger Hosted Revenue Accounting Service . At any time prior to May 19, 2007 Customer may terminate the provisions of Exhibit G, Hosted Revenue Accounting Services, upon payment of a termination fee and not as a penalty a fee of *****. In the event that Customer does not exercise this termination for convenience right by May 19, 2007 then the terms and conditions of Exhibit G will be in full force and binding through the full Term of this Agreement.

6	Price and Payment

6.1

Service Fees . In consideration for the provision of Hosted Services by NAVITAIRE as set forth in this Agreement, Customer will pay NAVITAIRE the Service Fees as set forth in Exhibit A, Section 8, Exhibit B, Section 9, Exhibit F, Section 10, Exhibit G, Section 9, Exhibit H, Section 9 and Exhibit J, Section 9, as applicable, and elsewhere in this Agreement.

6.2

Expenses . Customer shall bear all expenses incurred by NAVITAIRE personnel in connection with travel to Customer’s site(s) to prepare for and to implement the Hosted Services or to provide training, consulting, support, or other services at Customer’s site. Such expenses shall include, without limitation, reasonable and timely coach-class air travel, ground transportation, quality lodging at hotels comparable to those used by Customer for its own flight crews, meals, and incidentals. NAVITAIRE shall, whenever reasonably possible, obtain advance written approval from Customer of applicable travel expenses and Customer may select one if the following options:

(a)

Customer Arranged Travel . Customer may arrange any such flight, ground transportation, lodging, meals and incidentals.

(b)

NAVITAIRE Arranged Travels . For those expenses to which 6.2(a) does not apply, NAVITAIRE will make travel arrangements through the NAVITAIRE corporate travel agency other applicable arrangements.

6.3

Payment Terms . All payments made under this Agreement shall be made in United States dollars either: (a) by electronic funds transfer, prepaid, to the bank account designated on the invoice; or (b) by check drawn on a United States bank and delivered to the address indicated on the invoice. Except where otherwise specifically set forth in this Agreement, all payments under this Agreement are due within thirty (30) calendar days from the NAVITAIRE invoice date. Service Fees as stated in Exhibits A, B, F, G, H and J will be invoiced at the end of each month for the higher of the Service Fees for the Monthly Minimum Passengers Boarded Guarantees listed In the monthly recurring Service Fees, Exhibit A, Section 8 for the Hosted Services for that month or the actual number of Passenger Boarded for that month. Any amounts not paid when due will bear interest at the lesser of: (a) ***** per month; or (b) the maximum rate allowable by law. In addition to any interest charge, any payments due that are more than thirty (30) days late will be subject to an automatic ***** percent late fee. NAVITAIRE may exercise reasonable commercial judgment to change credit or payment terms at any time when, in the sole opinion of NAVITAIRE, Customer’s financial condition or previous payment record so warrants.

***** Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission.

6.4

Fee Adjustment

6.4.1

Service Fees. During the Initial Term as stated in Section 5.1 hereof, NAVITAIRE will not increase the Service Fees for the Hosted Services functionality specified in Exhibit A, Section 6, Exhibit B, Section 7, Exhibit F, Section 7, Exhibit G, Section 7, Exhibit H, Section 7, and Exhibit J, Section 7.

6.4.2

NAVITAIRE reserves the right to offer a Major Release which may include additional significant enhancements such as APIs, code-share, and GDS Type A connectivity, at an additional charge above the fees described in Exhibits A B, F, G, H and J of this Agreement. Customer has the option of paying such additional charges to enable such functionality or remain with current functionality and Hosted Services and fees as stated in Exhibits A, B, F, G, H and J. In the event that Customer accepts a significant enhancement which will incur additional Service Fees, such fees will be communicated to Customer in advance, in writing, and upon Customer’s written acceptance, will be added to the applicable Service Fees.

6.4.3

Support Fees . The Support Fees described in Exhibits A, B, F, G, H and J shall be adjusted annually on January 1 of each year to account for inflation. During the term, if the Employment Cost Index for Professional, Specialty and Technical Occupations, as published by the United States Bureau of Labor Statistics of the Department of Labor (“ECI”), shall, commencing the first January 1 following the Effective Date, on any January 1 (the “Current Index”) be higher than the ECI twelve (12) months prior thereto, (the “Base Index”), then, effective as of such then current January 1, the Support Fees then in effect shall be increased by the percentage that the Current Index increased from the Base Index. In such event, NAVITAIRE shall provide to Customer a recalculation of the affected amounts. If the Bureau of Labor Statistics ceases the publication of the ECI or substantially changes or alters the content and format of the ECI, then NAVITAIRE may substitute another comparable measure published by a mutually agreeable source. If such change is merely to redefine the base year for the ECI from one year to another year, Customer and NAVITAIRE shall continue to use the ECI but shall, if necessary, convert either the Base Index or the Current Index to the same basis as the other by multiplying such index by the appropriate conversion factor. In no event will the increase for Support Fees exceed ***** in any one year period.

6.4.4

Material Change . If there is a material change in the environment affecting the cost of operation or market price of airline reservation systems then, at the time of the seven year anniversary of the agreement, both parties agree to, in good faith, review the commercial details of this agreement for the remaining 3 year period with the objective of mutually agreeing any changes to the commercial details of this agreement for the remaining 3 year period in order to reflect such material change.

***** Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission.

6.4.5

Notice . NAVITAIRE shall give Customer not less than ninety (90) days prior written notice of any changes to any Service Fees or Support Fees.

6.5

Failure to Pay . If Customer fails to pay any sum not in dispute within thirty (30) calendar days of the date due, NAVITAIRE may provide written reminder notice of such failure to Customer (this notice also constitutes the notice described in Section 5.2.1(b)). If, within ten (10) calendar days of delivery of such written notice such sum remains unpaid, NAVITAIRE may, without breach of this Agreement, discontinue performing under this Agreement until all due but unpaid payments are received.

6.6

Taxes . Customer shall pay, or if NAVITAIRE so requires reimburse NAVITAIRE for, for all taxes in connection with this Agreement including, but not limited to, sales, use, excise, value-added, goods and services, consumption, and other similar taxes or duties. Should any payment for service, product or technology provided by NAVITAIRE be subject to withholding tax by any government, Customer shall reimburse NAVITAIRE such withholding. Each Party shall provide and make available to the other Party any resale, exemption, multiple points of use certificates, treaty certification and other exemption information reasonably requested by the other Party. If Customer shall pay any tax incurred in connection with this Agreement; Customer agrees to remit to NAVITAIRE within 30 days of issue, tax documents which support the payment of such taxes. Customer agrees to reimburse and hold NAVITAIRE harmless from any deficiency (including penalties and interest) relating to taxes that are the responsibility of Customer under this paragraph. Each party shall be responsible for taxes based on its own net income, employment taxes of its own employees, and for taxes on any property it owns or leases. For purposes of this Agreement, taxes shall include taxes incurred on transactions between and among NAVITAIRE and its Affiliates.

6.7

Invoice Disputes . In the event of any good faith dispute with regard to a portion of an invoice, the undisputed portion shall be paid as provided in this Agreement, and Customer shall promptly send a written statement of exceptions to NAVITAIRE for the disputed portion. Upon resolution of the disputed portion, any amount owed lo NAVITAIRE shall be paid with interest at the rate above, which shall accrue from the date that these amounts were originally due.

7	License, Title, Modifications, and Covenants

7.1

License . NAVITAIRE will grant access to Customer to the Hosted Services System as is necessary to use such System to obtain the Hosted Services in accordance with NAVITAIRE policies and procedures, and subject to Section 7.2 of this Agreement, NAVITAIRE hereby grants Customer a non-exclusive, non-transferable, worldwide license to use the Hosted Services System to the extent of the access provided during the term of this Agreement solely for the purposes of obtaining Hosted Services in accordance herewith.

7.2

Title . Subject to Sections 7.1 and 7.3 of this Agreement, NAVITAIRE hereby retains all of its right, title, and interst in and to the Hosted Services System, and copyrights, patents, trademarks, service marks, design rights (whether registered or unregistered), trade secrets, know-how, expertise, and all other similar

proprietary rights associated therewith (“Intellectual Property Rights”) and/or which are developed in connection with this Agreement, irrespective of whether developed by NAVITAIRE individually or by NAVITAIRE and Customer jointly (the “NAVITAIRE Property”), which shall include without limitation: (a) the source code of software included in the NAVITAIRE Property, where applicable; and (b) all modifications, extensions, upgrades, and derivative works of the NAVITAIRE Property. In confirmation of NAVITAIRE’S right, title and interest in the NAVITAIRE Property as set forth in the preceding sentence of this Section 7.2, Customer hereby assigns to NAVITAIRE all of its right, title and interest in and to the NAVITAIRE Property. Likewise, Customer retains all rights and interests in its Intellectual Property Rights, including, without limitation, all data placed in the Hosted Services Systems in connection herewith by it, its agents and customers.

7.3

Modifications

7.3.1

By NAVITAIRE. Without prejudice to Section 6.4 or any other provision of this Agreement, NAVITAIRE may upgrade, modify and replace the Hosted Services System or any part thereof at any time during the term of this Agreement, provided that:

(a)

NAVITAIRE notifies Customer at least sixty (60) days prior to implementation of any upgrades or replacements of the Hosted Services System which is likely to materially alter the delivery of Hosted Services. NAVITAIRE shall use reasonable commercial efforts to (i) provide Customer with training materials (ii) make recommendations in respect of new hardware or software to be purchased by Customer;

(b)

all upgrades and replacements which might reasonably be expected to materially alter the delivery of Hosted Services are scheduled for implementation as reasonably required and mutually agreed by NAVITAIRE and Customer; and

(c)

with introduction of any upgrades or replacements, NAVITAIRE maintains the comparable level of services.

Nothing in this Section 7.3.1: (i) releases NAVITAIRE from providing Hosted Services under the terms and conditions of this Agreement; or (ii) obligates NAVITAIRE to upgrade or replace the Hosted Services System at any time. It is the intention of NAVITAIRE to make available and provide Support Centre Support in respect to the most current version, or the latest version “minus one”, of any software included in the Hosted Services System, however, NAVTAIRE reserves the right to require Customer to utilize the then most current version if it can be demonstrated that the most current version resolves an identified deficiency existing in the “minus one” version, provided that Customer must always be using either the current version or “minus one” version.

7.3.2

By Customer. Customer shall not reverse engineer, disassemble, decompile, unlock, copy, alter, modify, change, create derivatives of or in any other way reproduce or use any of the software code, programs, or components of the Hosted Services System, provided that:

(a)

Customer may use APIs and limited source code provided by NAVITAIRE from time to time for such purpose as part of Hosted Reservations Services solely to configure the Configurable Templates for use as a part of such Services; and

(b)

Without prejudice to the rights of Customer in its trademarks and services, Customer shall have no right following termination of this Agreement to use the Configurable Templates or any configurations thereof, or any APIs or source code provided by NAVITAIRE, or any modifications, changes or derivatives thereof created, in any such case whether created by or for Customer or otherwise, all of which are hereby assigned by Customer to NAVITAIRE as contemplated by Section 7.2.

7.4

Covenants. Customer hereby covenants and agrees that:

(a)

the NAVITAIRE Property may be used by NAVITAIRE and its affiliated companies to facilitate delivery of services to other customers; and

(b)

Customer shall not access or use any APIs embedded in the Hosted Services System except as authorized by NAVITAIRE and in connection with the Hosted Services; and

(c)

Except as set forth in Section 4.7 of this Agreement, Customer will allow no person access to Hosted Services or use the Hosted Services System absent a written agreement signed by NAVITAIRE.

7.5

Mutual Covenants. Each party represents and warrants to the other party that as of the Effective Date of this Agreement:

(a)

it has the requisite power and authority to enter into this Agreement and to carry out the transactions contemplated by this Agreement; and

(b)

the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated by this Agreement shall not constitute a material default under any material contract by which it or any of its material assets are bound, or an event that would, with notice of lapse of time or both, constitute such a default.

7.6

Compliance With Laws

7.6.1

Notwithstanding any other provision of this Agreement to the contrary other than Section 7.6.2 below, each party will retain responsibility for its compliance with all applicable laws and regulations relating to its respective business and facilities and the provision of services to third parties. In performing their respective obligations under this Agreement, neither party will be required to undertake any activity that would violate any applicable laws or regulations.

7.6.2

Notwithstanding any other provision of this Agreement:

(a)

Each party shall retain responsibility for its compliance with all applicable export control laws and economic sanction programs relating to its respective business, facilities, and the provision of services to third parties.

(b)

NAVITAIRE shall not be required by the terms of this Agreement to be directly or indirectly involved in the provision of goods, software, services and/or technical data that may be prohibited by applicable export control or economic sanctions if performed by NAVITAIRE.

(c)

Applicable export control or economic sanctions programs may include U.S. export control laws such as the Export Administration Regulations and the International Traffic in Arms Regulations, and U.S. economic sanctions programs that are or may be maintained by the U.S. Government, including sanctions currently imposed against Belarus, Burma (Myanmar), Cuba, Iran, Ivory Coast, Liberia, North Korea, Sudan, Syria and Zimbabwe, as well as Specially Designated Nationals and Blocked Persons programs. NAVITAIRE and Customer will comply with U.S. export control and U.S. economic sanctions laws with respect to the export or re-export of U.S. origin goods, software, services and or technical data, or the directed product thereof.

(d)

Prior to providing NAVITAIRE any Hosted Services and/or technical data subject to export controls, Customer shall provide written notice to NAVITAIRE specifying the nature of the controls and any relevant export control classification numbers.

It shall be the sole discretion of NAVITAIRE to refrain from being directly or indirectly involved in the provision of goods, software, services and/or technical data that may be prohibited by applicable export control laws or economic sanctions programs.

8	Indemnification

8.1

Rights to Indemnification. Each party shall defend the other party from any third party claims that any product, service, information, materials or other item provided by such party under this Agreement infringes any presently existing third party patent or copyright; and indemnify such party for any damages awarded in relation to such claim; provided that, however, a party shall have no defense or indemnity obligation under this Section 8.1 to the extent any such infringement results from: (a) the use of any software provided by the party seeking indemnification in combination, operation or use with software or hardware not provided by such indemnifying party; provided that, however, such exclusion shall not apply to the use by the Customer of the Hosted Services System in connection with the hardware and software identified on the applicable Exhibit hereto; (b) the use of any Hosted Services System in a modified state which was not authorized by the indemnifying party; or (c) use of a version of the software included in the Hosted Services System without having implemented all of the updates within a reasonable period after such updates were provided by the indemnifying party and the indemnifying party was advised that such update was

intended to address an alleged infringement. Without limiting the foregoing indemnification obligations, if any product, service, information, material or other item of the indemnifying party is, or in the indemnifying party’s opinion is likely to be held to be, an infringing material, then the indemnifying party will, at its option: (a) procure the right to continue using it; (b) replace it with a non-infringing equivalent acceptable to the other; (c) modify it to make it non-infringing in a fashion acceptable to the other; or (d) if none of the foregoing can be accomplished in a commercially reasonable manner, cease using, and require the indemnified party to cease using such item, and if such cessation renders it impractical to continue the contractual relationship contemplated hereby, either party may also terminate this Agreement. The foregoing remedies constitute the indemnified party’s sole and exclusive remedies and the indemnifying party’s entire liability with respect to infringement.

8.2

Except for claims covered by Section 8.1, Customer agrees to indemnify and hold NAVITAIRE harmless from third party claims arising out of Customer’s use of the Hosted Services and reimburse NAVITAIRE for all expenses (including counsel fees and court costs) incurred by NAVITAIRE in connection with such claim.

8.3

Notice and Control of Action. A party seeking indemnification in respect of any actual or potential claim or demand shall notify the other party within ten (10) business days after it receives written document relating to such claim. The indemnifying party shall have no obligation to indemnify the other party to the extent such other party fails to give the notice within the specified period set forth in the preceding sentence and such failure materially prejudices the indemnifying party. The indemnifying party shall have the right, at its sole cost, expense, and liability, to appoint counsel of its choice and to litigate, defend, settle or otherwise attempt to resolve any such claim, provided that the indemnified party shall have the right to consent to any settlement, which consent will not be unreasonably withheld.

9	Confidential Information

9.1

Notification. “Confidential Information” means for each party hereto any information, in any form, including, without limitation, written documents, oral communications, recordings, videos, software, databases, business plans, and electronic/magnetic media, received or observed by that party pursuant to this Agreement and provided by/through and/or belonging to the other party as well as the terms of this Agreement, excepting information specified in Section 9.3. The fees payable under, and the material terms of, this Agreement are agreed to be Confidential Information of each party, but may be disclosed as reasonably required in connection with audits of each party pursuant to Section 3.2.

9.2

Use and Protection of Information. Confidential Information may be used by the receiving party only in furtherance of the transactions contemplated by this Agreement, and only by those employees of the receiving party and its agents or subcontractors who have a need to know such information for purposes related to this Agreement, provided that such agents or subcontractors have signed separate agreements containing substantially similar confidentiality provisions (provided, however, that such separate agreement will not be required of those having an

independent duty of confidentiality, e.g. , counsel, auditors, and accountants acting in those capacities). The receiving party and its agents and subcontractors shall protect the Confidential Information of the disclosing party by using the same degree of care (but not less than a reasonable degree of care) to prevent the unauthorized use, dissemination, or publication of such Confidential Information as the receiving party uses to protect its own confidential information of a like nature and value. The duty hereunder will survive while such information remains Confidential Information. Notwithstanding anything to the contrary herein, each party acknowledges and agrees that the other may, upon the other party’s written consent, not to be unreasonably withheld share the terms of this Agreement as reasonably necessary in connection with the due diligence commonly associated with major transactions.

9.3

Exclusions. Nothing in this Agreement shall prohibit or limit either party’s use of information which it can demonstrate by written evidence was: (a) previously known to it without obligation of confidence; (b) independently developed by it; (c) acquired by it from a third party which is not, to its knowledge, under an obligation of confidence with respect to such information; (d) which is or becomes publicly available through no breach of this Agreement.

9.4

Subpoena. In the event a receiving party or its agents or subcontractors receives a subpoena or other validly issued administrative or judicial process requesting Confidential Information of the other party, the receiving party shall provide prompt notice to the other of such subpoena or other process, unless doing so violates applicable law. The receiving party, its agents or subcontractors, as the case may be, shall thereafter be entitled to comply with such process to the extent required by law. If a party or its agents and subcontractors is served with a subpoena or other validly issued administrative or judicial process in relationship to the matters contemplated hereby and arising from a proceeding in which the other party is a defendant and the served party, its agents and subcontractors, is not, such other party shall pay all the reasonable out-of-pocket expenses of the served party, its agents and subcontractors, associated with such subpoena or other administrative or judicial process.

9.5

Privacy of Information. NAVITAIRE agrees to comply with all applicable member state laws implementing EU Directive 95/46/EC as a Data Processor and all applicable United States laws regarding the privacy and confidentiality of information it receives under this Agreement. If the Customer requires that NAVITAIRE comply with other data protection acts, Customer must supply a copy of such act for NAVITAIRE’s review prior to signature of this Agreement, and, if accepted by NAVITAIRE, the parties shall enter into a data protection addendum to this Agreement in relation to it.

9.6

Injunctive Relief. Notwithstanding Section 19 hereof, it is agreed that either party will have the right to injunctive relief to enforce the provisions of this Section 9 or to bar its breach and that such relief may be sought in any court of competent jurisdiction, which will, without limitation, be deemed to include the courts of New York.

10	Disclaimers and Limitations

NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT:

10.1

EXCEPT FOR AMOUNTS DUE BY CUSTOMER IN THE ORDINARY COURSE, THE AGGREGATE LIABILITY OF EITHER PARTY TO THE OTHER UNDER OR IN CONNECTION WITH THIS AGREEMENT AND THE PROVISION OF HOSTED SERVICES TO CUSTOMER, REGARDLESS OF THE FORM OF ACTION GIVING RISE TO SUCH LIABILITY (WHETHER IN CONTRACT, TORT, OR OTHERWISE), SHALL NOT EXCEED USD $200,000, PROVIDED, HOWEVER, THAT THE FOREGOING LIMIT WILL NOT APPLY TO LIABILITIES ARISING UNDER SECTION 8, ARISING AS RESULT OF A PARTY’S GROSS NEGLIGENCE, OR WILLFUL MISCONDUCT;

10.2

NAVITAIRE HEREBY DISCLAIMS AND EXCLUDES ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS BASED ON THE USE OR POSSESSION OF ANY PRODUCT, SERVICE OR RELATED MATERIALS PROVIDED UNDER THIS AGREEMENT BY NAVITAIRE; NAVITAIRE HEREBY DISCLAIMS AND EXCLUDES ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS BASED ON THE USE OR POSSESSION OF ANY PRODUCT, SERVICE OR RELATED MATERIALS PROVIDED UNDER THIS AGREEMENT BY NAVITAIRE. THE FOREGOING SHALL NOT LIMIT THE APPLICABILITY OF ARTICLE 8.

10.3

NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY EXEMPLARY, SPECIAL, INDIRECT, CONSEQUENTIAL, OR INCIDENTAL DAMAGES OF ANY KIND, EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; AND

10.4

IT IS AGREED THAT THERE ARE NO INTENDED THIRD PARTY BENEFICIARIES OF THIS AGREEMENT.

10.5

THE LIMITATIONS SET FORTH IN SECTIONS 10.1, 10.2 AND 10.3 ABOVE SHALL NOT APPLY TO LIABILITY FOR DEATH, PERSONAL INJURY OR DAMAGE TO TANGIBLE PERSONAL PROPERTY.

10.6

At all times during the term of this Agreement, each party will carry and maintain in full force and effect comprehensive general liability insurance for bodily injury including personal injury and property damage and automobile liability coverage for owned and non owned vehicles with a combined single limit of liability of not less than two million dollars ($2,000,000). Prior to the commencement of performance under this Agreement, each party agree to furnish to the other with certificates evidencing that such party has the insurance required under this provision. Neither party is required to obtain insurance for the benefit of the other

party, and each party shall pay all costs and receive all benefits under policies arranged by it. Each party waives rights of subrogation it may otherwise have regarding the other party’s insurance policies, including but not limited to property insurance, business interruption insurance, and other first-party insurance

THE FOREGOING STATES THE ENTIRE LIABILITY OF EACH OF NAVITAIRE AND CUSTOMER WITH REGARD TO THIS AGREEMENT AND THE PROVISION OF HOSTED SERVICES HEREUNDER. THE LIMITATIONS OF LIABILITY CONTAINED IN THIS SECTION 10 ARE A FUNDAMENTAL PART OF THE BASIS OF NAVITAIRE AND CUSTOMER’S BARGAIN HEREUNDER, AND NEITHER PARTY WOULD ENTER INTO THIS AGREEMENT ABSENT SUCH LIMITATIONS.

11	Acquisitions and Mergers

11. 1

Change in Control. In the event that Customer is merged with or comes under common control with a third party when such third party or the party controlling both is party to an agreement for services or provides services itself that would be duplicative of those provided hereunder, the parties will negotiate in good faith to continue, modify and/or terminate this agreement to avoid/end such duplication recognizing the costs Navitaire has incurred to establish facilities and implement systems and software to provide the services hereunder.

12	Publicity

12.1

Customer’s purchase and use of the Hosted Services will be deemed to constitute Customer’s permission, during the term hereof only, for NAVITAIRE to use Customer as a reference in marketing these services including NAVITAIRE’s right to use Customer’s “tailfin” shape (“Talfin”) for that purpose unless Customer specifically revokes this permission in writing.

12.2

The Tailfin must stand alone and will only be displayed with other such marks in a fashions that is reasonably comparable.

12.3

NAVITAIRE shall not combine the Tailfin with any other feature including, but not limited to, other tailfins or logos, words graphics, photos, slogans, numbers, design features, or symbols.

12.4

Individual graphic elements of the Tailfin may not be used as design features on any of NAVITAIRE’s products.

12.5

The Tailfin is an official trademark and/or service mark of Customer and shall at all times remain the property of Customer. The Tailfin includes graphic elements and accompanying words. The Tailfin shall always be expressed as an integrated whole.

12.6

Customer may chance the Tailfin or substitute a different tailfin at any time; provided however that Customer provides ninety (90) days prior written notice thereof to NAVITAIRE.

12.7

Customer reserves the right to conduct spot checks on the travel product to ensure compliance with this policy.

12.8

NAVITAIRE must correct any deficiencies in the use of the Tailfin within ten (10) business days after receiving notice from Customer.

12.9

All rights not expressly granted are reserved by Customer. NAVITAIRE acknowledges that nothing herein shall give it any right, title or interest in the Tailfin or any part thereof, other than the license rights granted herein.

12.10

NAVITAIRE agrees that it will not at any time dispute or contest (a) the validity of the Tailfin as a trademark or service mark or any registrations thereof, whether now existing or hereafter obtained; (b) the exclusive ownership by Customer, its successors or assigns, of the Tailfin or of any registrations of the Tailfin, whether now existing or hereafter obtained; (c) the exclusive ownership by Customer of the present and future goodwill of the business pertaining to the Tailfin; or (d) Customer’s right to grant to NAVITAIRE the rights and privileges conferred by the foregoing license.

12.11

NAVITAIRE shall not assign, transfer or sublicense any right granted herein in any manner without the prior written consent of Customer.

12.12

NAVITAIRE may not use the Tailfin in any way as an endorsement or sponsorship of its products by Customer.

12.13

NAVITAIRE shall not use the Tailfin in any manner that disparages Customer or its products or services, infringes any Customer intellectual property or other rights, or violates any state, federal or international law

13	Relationship of the Parties

The relationship of the parties under this Agreement is and at all times shall remain that of independent contractors. Nothing in this Agreement or the attached Exhibits shall be construed to create a joint venture, partnership, franchise, employment or agency relationship between the parties to this Agreement, and accordingly, neither party shall represent itself as having, nor does either party have, the right, power, or authority to bind or otherwise create any obligation or duty, express or implied, on behalf of the other party in any manner whatsoever.

14	No Assignment

Neither party to this Agreement shall have the right to assign this Agreement or any right or obligation hereunder, whether by operation of law or otherwise, without the prior written consent of the other party.

15	Force Majeure

Neither party shall be responsible for any failure to fulfill its obligations hereunder due to causes beyond its reasonable control, including without limitation acts or omissions of government or military authority, acts of God, shortages of materials, transportation delays, fires, floods, diseases, labor disturbances, riots, or wars provided that it gives prompt notice to the other of its invocation of this provision and make diligent efforts to resume its performance despite such force majeure . For purpose of clarification, Customer acknowledges, in the event that recommendations are issued by: (i) NAVITAIRE’s parent company “Global Watch Program”

(Accenture LLP program which functions as an advisor for the safety of its people); or (ii) the competent relevant authorities such as the U.S. Department of State for US citizens (www.travel.state.gov), or (iii) the corresponding governmental body for employees of other nationalities to avoid or leave the country in which the project is located (the “Country”), NAVITAIRE, in accordance with its policies for the protection of employees, may choose to remove personnel from the Country or to not allow employees to travel to the Country. Such event, if it prevents NAVITAIRE from performing substantially its undertaking hereunder, shall be considered as an event of Force Majeure.

16	Notices

All notices and communications that are permitted or required under this Agreement shall be in writing and shall be sent to the address of the parties as set forth immediately below, or such other address as the representative of each party may designate by notice given in accordance with this Section. Any such notice may be delivered by hand, by overnight courier or by facsimile transmission, and shall be deemed to have been delivered upon receipt.

As of the date of this Agreement, the addresses of the parties are as follows:


	CUSTOMER	NAVITAIRE
Attention:	Controller	Controller
Address:	2800 Executive Way Miramar, FL 33025	901 Marquette Avenue, Suit 1600, Minneapolis, MN 55402-3210
Telephone:	(954) 447-4853	(612) 317-7000
Fax:	(954) 447-7967	(612) 317-7075

17	Waiver

Neither party’s failure to exercise any of its rights under this Agreement shall constitute or be deemed to constitute a waiver or forfeiture of such rights.

18	Third Party Access

NAVITAIRE has enabled features in its Hosted Services to allow customers and third parties to access the Hosted Services and to modify certain NAVITAIRE products and applications, using software products and applications not developed by NAVITAIRE. Should there be a failure of a software product or application not developed by NAVITAIRE, or should such software product or application cause NAVITAIRE Hosted Services to fail or to be adversely impacted, NAVITAIRE shall use reasonable commercial efforts to mitigate such failure or adverse impact and may, at its sole discretion, disable the offending software product or application and/or, deny access to NAVITAIRE Hosted Services,. Customer shall be liable for all direct damages incurred by NAVITAIRE in such circumstance. Software products and applications or modification to software products or applications not developed by

NAVITAIRE that fail or cause NAVITAIRE Hosted Services to fail shall also suspend any Service Levels in this Agreement or other commitments previously agreed between the parties. The parties shall mutually agree on a written procedure that outlines NAVITAIRE’s acceptance of software products and applications not developed by NAVITAIRE.

19	General

19.1

Entire Agreement and Amendments. This Agreement and its Exhibits constitute the entire agreement between NAVITAIRE and Customer, and supersede any prior or contemporaneous communications, representations, or agreements between the parties, whether oral or written, regarding the subject matter of this Agreement. The terms and conditions of this Agreement may not be changed except by an amendment signed by an authorized representative of each party. Without limiting the foregoing, both parties acknowledge that each may use preprinted forms, invoices, and/or other forms as it deems fit. The parties agree that, in the event of conflict between the text of such a form and this Agreement, the terms and conditions of this Agreement will prevail. No additional or different terms contained in any such form will be of any force or effect.

19.2

Headings. The headings in this Agreement are for the convenience of the parties only and are in no way intended to define or limit the scope or interpretation of the Agreement or any provision hereof.

19.3

Applicable Law. This Agreement is made under and shall be construed in accordance with the law of the state of New York without giving effect to that jurisdiction’s choice of law rules.

19.4

Severability. If any term or provision of this Agreement is held to be illegal or unenforceable, the validity or enforceability of the remainder of this Agreement shall not be affected.

19.5

Dispute Resolution. Any dispute between the parties with respect to interpretation of any provision of this Agreement or with respect to performance by NAVITAIRE or Customer shall be resolved as specified in this Section 19.5.

19.5.1

Upon the request of either party, each party will appoint a designated representative whose task it will be to meet for the purpose of endeavoring to resolve such dispute. The designated representatives shall discuss the problem and negotiate in good faith in an effort to resolve the dispute without the necessity of any formal proceeding.

19.5.2

If the designated representatives do not resolve the dispute within thirty (30) days after the request to appoint a designated representative is delivered to a party, then the dispute shall escalate to the Vice President, Customer Operations of NAVITAIRE and the Chief Financial Officer of Customer, for their review and dispute shall be placed in a mutually agreed escrow account and held there pending resolution of the dispute. All other applicable fees not affected by the dispute are due as specified within this Agreement.

19.5.3

If the dispute is not resolved by the parties under Section 19.5.1 or 19.5.2, the parties may initiate formal proceedings. With the sole exception of an action seeking only injunctive relief for a breach hereof, any controversy or claim arising out of or relating to this Agreement, or the making, performance or interpretation thereof, including without limitation alleged fraudulent inducement thereof, shall be settled by binding arbitration in New York, New York by one arbitrator in accordance with the Rules of Commercial Arbitration of the American Arbitration Association. Judgment upon any arbitration award may be entered in any court having jurisdiction thereof.

19.5.4

The parties hereby agree that if any dispute or controversy proceeds to arbitration, the arbitrator appointed pursuant to Section 19.5 shall award the prevailing party its costs, including reasonable attorneys’ fees and costs, to the degree of such prevailing party’s success.

19.5.5

The parties agree to continue performing their respective obligations under this Agreement while the dispute is being resolved; provided, however, if the dispute is regarding nonpayment by Customer, NAVITAIRE shall not be required to continue performance of its obligations: (a) unless Customer continues to pay all disputed amounts to NAVITAIRE or to an escrow account structured by agreement of the parties; or (b) if the continuing provision of services to Customer in the absence of receipt by NAVITAIRE of the disputed payment poses a material financial burden on NAVITAIRE.

19.6

Exhibits. The Exhibits attached and listed below are part of this Agreement:

•

Exhibit A: Hosted Reservation Services

•

Exhibit B: Hosted Revenue Management Services – Intentionally Left Blank

•

Exhibit C: NAVITAIRE Contacts

•

Exhibit D: Customer Contacts

•

Exhibit E: Powered by Navitaire ^® Mark

•

Exhibit F: Hosted Web Services - Intentionally Left Blank

•

Exhibit G: Hosted Revenue Accounting Services

•

Exhibit H: Hosted Operations Management Services – Intentionally Left Blank

•

Exhibit J: Hosted Operations Recovery Services – Intentionally Left Blank

IN WITNESS WHEREOF, NAVITAIRE and Customer, each acting with proper authority, have caused this Agreement to be executed as of the date set forth below.


Signed for and on behalf of		Signed for and on behalf of

CUSTOMER		NAVITAIRE, INC.

By:	/s/ B. Ben Baldanza	By:	/s/ J. Dabkowski
Title:	President & CEO	Title:	Managing Director

Company: Spirit Airlines

Date:	2-28-07	Date:	2-28-07

EXHIBIT A

HOSTED RESERVATION SERVICES

Conflict and Exhaustion of Provisions

In the event that there exists any conflict between any term, condition or provision contained within this Exhibit and in any term, condition, or provision contained within the Agreement, the term, condition, or provision contained within this Exhibit shall control. Further, the rights, obligations, and privileges of the parties shall be determined first by reference to this Exhibit, as opposed to the Agreement. For purposes of clarification, the rights, obligations, and privileges contained within this Exhibit shall control and govern any dispute between the parties until all such rights, obligations, and privileges have been exhausted in their entirety; and only after such time shall the rights, obligations, and privileges of the parties be determined by reference to the Agreement.

1	Definitions

As used in and for purposes of this Exhibit, the following terms shall be defined as set forth in this Exhibit. In the event that there exists any conflict between a definition set forth in this Exhibit and in any definition contained within Section 1 of the Hosted Services Agreement (the “Agreement”), the definition set forth in this Exhibit shall control.

1.1

Authorization Services has the meaning set forth in Section 7.4.1 hereof.

1.2

Availability Request means a single system request for all one way or round trip segments to satisfy a date specific itinerary.

1.3

Change Control has the meaning set forth in Section 9.4.1 hereof.

1.4

CRS/GDS/ARS PNR means a Passenger Name Record, being an individual electronic record with a unique record locator number, containing one or more passenger names and booked Segments which contains at least one Segment booked via a CRS/GDS/ARS using Teletype/Type B connectivity or via a CRS/GDS using Type A/ EDIFACT connectivity.

1.5

Direct Consultation has the meaning set forth in Section 5.5 hereof.

1.6

Executive Review Meeting means a formal meeting attended by Customer, NAVITAIRE and any related third party required, in response to non-compliance to the specified service level measures.

1.7

Executive Sponsors has the meanings set forth in Exhibits C and D.

1.8

Incident Problem Request (IPR) means a Customer reported Hosted Services trouble report and description logged and submitted through the IPR schema in NAVITAIRE’s Internet based customer support tool (Remedy).

1.9

Interrupted Service Minutes means, with respect to a given Reporting Period, the total number of minutes during which Hosted Reservation Services are unavailable due to Interrupted Service, excluding Planned Downtime Minutes. This time is tracked by the minute, rounded up to the nearest minute per incident.

1.10

Interrupted Service Report has the meaning set forth in Section 9.6.2 hereof.

1.11

Look to Book Ratio means the numeric result of the number of Availability Requests divided by the number of Book Reservation/End Transaction requests.

1.12

Minimum System Availability Target means the percentage of time in Reporting Period Minutes during a defined Reporting Period that the Hosted Services System will be available.

1.13

Monthly Performance Report has the meaning set forth in Section 9.6.2 hereof.

1.14

Passenger Boarded means a passenger boarding a Customer flight and continuing until their one-way journey is complete.

1.15

Planned Downtime has the meaning set forth in Section 9.2.1(c) hereof.

1.16

Planned Downtime Minutes means, with respect to a given Reporting Period, the total number of minutes in a Reporting Period during which Hosted Reservation Services are unavailable due to: (a) an act or omission of Customer with respect to matters described in Exhibit A, Section 7.1; (b) an event of Force Majeure; or (c) a planned, scheduled, and approved event including Hosted Services System maintenance during which a particular service, upgrade or Hosted Services System routine requires planned Interrupted Service as defined in Section 9.2.1(c). Customer may request the event be rescheduled, providing there is reasonable cause for such a delay. This notification must be made to NAVITAIRE at least twenty-four (24) hours in advance of the scheduled event. Planned Downtime Minutes will be tracked by the minute, rounded up to the nearest minute per incident.

1.17

Reporting Period will be a calendar month. NAVITAIRE Account Manager will measure monthly calculations simultaneous to account reviews.

1.18

Reporting Period Minutes means, with respect to a given Reporting Period, the total number of minutes during such Reporting Period minutes the total number of Planned Downtime Minutes during such Reporting Period.

1.19

Support Centre or Global Support Centre means the NAVITAIRE facility that accepts phone and Internet based Customer support tool service requests related to Hosted Services.

1.20

Scope Analysis has the meaning set forth in Section 3.5 hereof.

1.21

Software Change Request (SCR) means a specific Customer requested enhancement to the Hosted Services System with description logged and submitted through the SCR schema in NAVITAIRE’s Internet based customer support tool (Remedy).

1.22

Stabilization Period has the meaning set forth in Section 9.4.6 hereof.

1.23

System Error has the meaning set forth in Section 9.4.4 hereof.

2	Scope of Services

NAVITAIRE will provide certain services and support functions during the term of this Agreement related to the Hosted Reservation Services and related applicable products. Of the available Hosted Reservation Services, Customer has requested the following:

X	New Skies ^TM Basic Hosted Reservation and Airport Check-In, which includes:

•

SkySpeed ^® Call Center Application

•

PNR Management System

•

Reservation Support Tools

•

Schedule Manager

•

Fare and Inventory Management

•

Payment Processing and Settlement

•

Airport Check-In

•

Flight Information Control and Display

•

Agency Billing

•

Configuration and Maintenance Utilities

•

Reporting

•

Internet Based Customer Support Tool

X	SkySales ^® Internet-Suite, which includes:

•

SkyPartner™

•

SkySeats ^®

X	Computer Reservation System/Global Distribution System/Airline Reservation System (CRS/GDS/ARS) Type B/ Teletype connectivity, which includes:

•

CRS/GDS/ARS connectivity with Sabre, Amadeus, WorldSpan and Galileo

•

Instant Pay™

NA	Hosted Reservation Services Booking History Files

X	New Skies Booking API Functionality

X	New Skies Check-In API Functionality

X	New Skies Voucher API Functionality

NA	New Skies Hosted Web Check-in

X	Standard Data Extract

3	Implementation Services

3.1

Data Center Implementation Services. NAVITAIRE will configure, install, activate, and test the necessary data center hardware and software for providing the Hosted Reservation Services to the Customer. Unless otherwise specified, this service does not include communication circuits, wireless data services, or any remote communication devices, including routers or network hardware. Client personal computers, workstations, or other Customer devices connected to the Hosted Services System are the responsibility of the Customer and must meet the minimum specifications as required by NAVITAIRE.

3.2

Viral Private Network (VPN) Connectivity. If Customer desires to use a virtual private network (VPN) for connectivity to Hosted Reservation Services, NAVITAIRE will evaluate such a request to determine the viability of the use of a VPN connection for either a primary or back-up data circuit. After review, NAVITAIRE will advise Customer if the request is approved and any cost which may apply, provided, however, that NAVITAIRE will fully document any cost for which it will seek reimbursement under the foregoing, it being agreed on the additional fee that will apply.

3.3

Network Configuration and Design Services. NAVITAIRE will supply recommended technical diagrams and will advise Customer on required network hardware requirements, for client portion of application as necessary. Customer shall have internal or third party network expertise available for the installation and configuration of their required network.

3.4

System Integration Services. During the implementation of Hosted Reservation Services and before production use of such services, NAVITAIRE will assist in the assessment of the compatibility of third party hardware and software with the Hosted Services System. The Customer shall be responsible for the cost of modifying or replacing any third party systems including hardware and software. For future integration services, NAVITAIRE will, upon request, provide an estimate, however, any services will be provided on a time and materials basis.

3.5

Scope Analysis. NAVITAIRE will conduct a Scope Analysis to gather information on Customer’s desired use of the Hosted Reservation Services and outline functional capabilities of the Hosted Services System. During the Scope Analysis, NAVITAIRE will work with Customer to conduct a business process review that will define the scope of the implementation project. The Scope Analysis deliverable will be a statement of work, which defines project scope, project plan, project schedule, including NAVITAIRE and Customer responsibilities, used to determine the Target Date.

3.6

Customer Site Installation Services. NAVITAIRE will assist Customer with the installation and testing of the required telecommunications connection between the NAVITAIRE data center and the designated Customer facility. The Customer shall be responsible for the cost of troubleshooting or connecting the Customer’s internal network. Additional technical support for on-site assistance after the initial conversion to production use of the Hosted Reservation Services shall be quoted on a project basis at the request of the Customer using the rates as outlined in Section 8.3 of this Exhibit.

3.7

Initial Training Services. NAVITAIRE will supply the following training and Customer agrees to participate in such training for the Hosted Reservation Services:

3.7.1

Up to a maximum of ten (10) days which may be attended by up to ten (10) Customer employees at the NAVITAIRE offices in Salt Lake City, Utah. If the training is not held at a NAVITAIRE facility, Customer will be responsible for trainer transportation, out-of-pocket expenses, and for providing stable training technical environment. All training will be conducted in English. Topics will include use of SkySpeed, Airport Check-In, Irregular Operations, Flight Scheduling & Fare Maintenance, and Reservations and Supervisory Features. Customer must complete basic computer familiarization and Windows training for all trainees before the initial training.

3.7.2

Up to five (5) days with three (3) NAVITAIRE employees on-site with Customer during cutover to the production Hosted Reservation Services. NAVITAIRE will also provide for a Cutover Priority Help Desk to address Customer’s employee questions and issues from airport stations and call center on a 24 hour basis for 5 days. A dry run operational assessment will be performed prior to cut-over. This Cutover Priority Help Desk support can be extended with mutual agreement.

3.7.3

During the first year of the Agreement NAVITAIRE will provide Customer with an onsite supplemental training session for a maximum of five (5) days which may be attended by up to ten (10) Customer employees at the NAVITAIRE offices in Salt Lake City, Utah. If the training is not held at a NAVITAIRE facility, Customer will be responsible for trainer transportation, out-of-pocket expenses, and for providing stable training technical environment. All training will be conducted in English. Topics will include use of SkySpeed, Airport Check-In, Irregular Operations, Flight Scheduling & Fare Maintenance, and Reservations and Supervisory Features. Customer must complete basic computer familiarization and Windows training for all trainees before the initial training.

3.7.4

Customer will be provided an electronic copy of the user reference manual in Adobe Acrobat (PDF) format for download via the NAVITAIRE customer care web site or by CD. Technical specification and technical reference manuals are for internal NAVITAIRE use only, unless otherwise specified in this Agreement or by other arrangement. All materials provided by NAVITAIRE are in the English language unless otherwise specified within this Agreement.

3.8

Project Reporting. During the course of Implementation Services, the NAVITAIRE Project Manager will provide the Customer with: (a) Weekly Project Plan Update and Status Report; (b) Weekly Updated Issues/Resolution List; and (c) Executive Summary.

(a)

Weekly Project Plan Update and Status Report. Weekly status reports will be transmitted to Customer each Monday during the provision of Implementation Services. This report will include updated status on the implementation process and an updated project plan. A list of the following week’s tasks and goals will be included in the report.

(b)

Weekly Updated Issues/Resolution List. Weekly updated issues/resolution lists will be forwarded to Customer on the same schedule as the Weekly Project Plan Update and Status Report. The Issues/Resolution List will include specific additional items discovered in the project analysis, or critical issues that deserve heightened priority apart from the project plan. The Issues/Resolution List will include the task, party responsible, date, open/close status, priority, and date of closed task. Every issue will be given a priority relative to a mutually agreed priority with Customer. Priorities will be ranked 1-5, 1 being most critical. Below is a description of each priority:

•

Priority 1 – Urgent. All issues included in this priority are deemed critical and will be given priority attention. These issues may affect a milestone or dependency related to the Target Date completion of conversion services. Issues in this category are critical to resolve prior to other project dependencies and milestones being completed.

•

Priority 2 – High. Issues included in this priority may affect the Target Date and require resolution prior to the completion of conversion services.

•

Priority 3 – Medium. Issues included in this priority are not required prior to completion of conversion services, but must be finished prior to the end of Implementation Services.

•

Priority 4 – Low. These items are not critical to either the completion of conversion services or Implementation Services but require monitoring for subsequent follow up or entry into NAVITAIRE’s Internet based customer support tool.

•

Priority 5 – Excluded. These items are deemed excluded and are either unnecessary or may be addressed in a business process change or work-around.

(c)

Executive Summary. An Executive Summary will be provided to both the NAVITAIRE and Customer Executive Sponsors upon reaching critical milestones. These milestones will be established mutually with the Customer as the final project plan has been established.

3.9

Implementation Services Time Frame

3.9.1

During the course of planning discussions related to this Agreement, NAVITAIRE acknowledges the Target Date as requested by the Customer for completion of applicable portions of the Implementation Services. The Target Date for completion of the Implementation Services is no later than November, 2007. NAVITAIRE and Customer will detail dependencies of the project plan, in order to confirm the Target Date achievability.

3.9.2

3.9.3

Customer understands that the Target Date is subject to change, as such date is dependent on, among other matters, certain third party agreements on behalf of both the Customer and NAVITAIRE. These third party agreements may include, but are not limited to, the following:

•

Airport facility use agreements.

•

All telecommunications and data circuits.

•

Credit card settlement and authorization agreements.

•

Centralized Reservation System/Global Distribution System (CRS/GDS/ARS) agreements and host provider(s) certification process.

•

Data conversion systems.

Customer will immediately establish a primary technical Project Manager contact that will be assigned to interact with the Project Manager appointed by NAVITAIRE. Failure to appoint this individual will jeopardize the delivery of Implementation Services by NAVITAIRE.

3.9.4

Upon completion of the Implementation Services as described in this Exhibit A, Section 3, NAVITAIRE will provide written notification to the Customer Account Liaison named in Exhibit D, Section 2.

3.10

Data Conversion and Import Services

3.10.1

Conversion Services. If Customer has been using a third party reservation system, Customer will be responsible for converting existing reservations data into the required Hosted Reservation Services format. Hosted Reservation Services file format requirements and specifications are available to Customer upon request.

3.10.2

Data Conversion Assistance. If Customer desires assistance with data conversion services from a third party reservation system, NAVITAIRE will review this request, and if accommodated, such assistance will be provided on a time and materials fee basis.

3.10.3

Data Import Services. NAVITAIRE will automatically convert and process the Customer’s PNRs into the Hosted Services System. The data conversion process will take place in three steps:

•

Extract. An extract process will retrieve all reservations that have a flight record with an open future travel date. Only complete, or valid, reservations will be extracted from the previous reservation system data file.

•

Conversion. After a ‘block’ of reservation data is extracted, the corresponding output file will be transferred to the new environment. A data validations routine will perform audits of the data quality.

•

Import. Upon completion of the first extract file of clean data, an import routine will transfer the clean data to the New Skies compliant databases in segmented extracts. While the first is transferring, a concurrent process will commence on the second extract, transfer and import to expedite data transfer.

3.11

Reservations History Capture for Third Party Revenue Management Systems

If Customer is not yet using a revenue management system, or is using a third party revenue management system, additional fees will apply to capture reservations booking history data from Hosted Reservation Services. Applicable charges are outlined in Section 8.4 of this Exhibit A.

4	Data Circuits

4.1

4.2

Facility Locations. The facility locations provided for in this Agreement are as follows:

•

The NAVITAIRE Hosted Reservation data center will be located in Minneapolis, Minnesota, USA.

•

The Customer’s primary data center will be located in Detroit (area), Michigan, USA. The Customer will be permitted to move the primary facility upon reasonable notice to NAVITAIRE. Customer will be responsible for any costs incurred by NAVITAIRE due to the move of the Customer’s primary facility. The Customer will also be permitted to maintain one or more backup facilities in its discretion at Customer’s sole cost.

5	Included Support

5.1

Support Centre Support. NAVITAIRE will include English-speaking Support Centre Support via e-mail, an Internet application, or telephone. An up-to-date version of NAVITAIRE’s Support User Guide will be available to Customer on NAVITAIRE’s Customer Care web site.

The allotment of hours for included support is for the specified period only and may not be carried forward. Allotted monthly hours of Support Centre Support are not deducted for emergencies, System Error reporting and use of the online support system. All other related hours are deduced in fifteen (15) minute increments with a minimum of fifteen (15) minutes per occurrence. Included Support for Hosted Reservation Services is provided at the following levels:

5.1.1

Initial Support. Included in the first thirty (30) days following the implementation of Hosted Reservation Services, Customer is allotted, at no additional charge, a maximum number of included Support Centre Support hours as described in Exhibit A, Section 8.3. If Customer utilizes the Support Centre more than the allotted number of hours, the Support Fees in Section 5.3 hereof will apply.

5.1.2

Basic Support. After the expiration of initial support, Customer is allotted, at no additional charge, a maximum number of included Support Centre Support hours as described in Exhibit A, Section 8.3. If Customer utilizes the Support Centre more than the allotted number of hours, the Support Fess in Section 5.3 hereof will apply.

5.2

Hours. NAVITAIRE Support Centre Support is available twenty-four (24) hours per day, seven (7) days per week, excluding NAVITAIRE holidays (Christmas Eve, Christmas Day and New Year’s Day).

5.3

Support Rate. Hours more than the applicable initial or basic support for the Support Centre will be invoiced at the rate specified in Exhibit A, Section 8.3.

5.4

Available Assistance. The NAVITAIRE Support Centre may be contacted for assistance in the following areas. All services are in English, unless otherwise specified in this Agreement.

5.4.1

Emergency. An Emergency is defined as an aircraft incident or emergency on behalf of the Customer, or Interrupted Service. Hosted Services System outages due to Customer misuse of the Hosted Services System will incur Support Fees at the rate specified in Exhibit A, Section 8.3.

•

The NAVITAIRE Support Centre may be reached, without charge, in the event of an Emergency twenty-four (24) hours per day, seven (7) days per week by calling the number provided in Exhibit C, Section 1.

•

The Customer will be requested to call the Support Centre and report the Emergency, in English, to the representative, or if all representatives are busy with other calls, a message may be left in English on the voicemail response system, which will page an appropriate contact. A representative of NAVITAIRE will return the Customer’s call within ten (10) minutes with an acknowledgement and initial response to the Customer.

•

Provided the Emergency is due to an outage of the Hosted Reservation Services, NAVITAIRE will advise Customer as described in Exhibit A, Section 9, regarding the status of the error or problem and the anticipated period to resolution. During normal business hours, both the NAVITAIRE Account Manager and Customer Account Liaison will be notified and briefed on the situation, with a further escalation to the Executive Sponsors for any outage exceeding one (1) hour. The Executive Sponsors will determine whether further escalation to the CEO or President level of each company is necessary.

•

Customer is required to provide NAVITAIRE with an after-hours emergency contact numbering Exhibit D, which will be answered by the Customer when called by the NAVITAIRE support representative.

5.4.2

Error Reporting. Customer may report an identified Hosted Reservation Services System Error at no additional cost through the Customer Support line or the Internet based customer support facility.

5.4.3

Request Reporting. Customer may utilize the NAVITAIRE Internet support tool to contact the NAVITAIRE Support Centre electronically for the following service requests:

•

Enhancement Requests

•

New product concepts or requests

•

Additional training requests

•

Consulting services

These services are subject to the Service Fees as described in Exhibit A, Section 8.3 and are accepted at the discretion of NAVITAIRE. If the request is accepted by NAVITAIRE, a price quote and time schedule will be generated. The Customer will then decide whether to authorize the work to be performed by NAVITAIRE.

5.5

Direct Consultation. Direct Consultation is defined as Customer-initiated contact directly to NAVITAIRE research & development personnel, thereby bypassing the NAVITAIRE Support Centre. The rates for Direct Consultation will also apply to any Customer issue which requires NAVITAIRE research & development personnel assistance that is not related to the resolution of a System Error. (An example of this might include assistance with Customer’s non-standard Data Extract tool.) Direct Consultation will be invoiced at the applicable rate described in this Exhibit.

5.6

Third Party Interfaces

5.6.1

NAVITAIRE will supply and support defined interfaces to third party system utilized by the Customer only if listed in this Section or as mutually agreed in a statement of work including any additional charges that may apply.

5.6.2

Unless third party software is incorporated into the Hosted Services System and indicated specifically in the specifications included in this Exhibit or in a statement of work, neither NAVITAIRE nor such third party shall be liable for the performance or failure to perform of the other.

6	New Skies by Navitaire Functionality included in Hosted Reservation Services

The following pages itemize the basic and optional products and features that, depending on terms of the contract, as defined in Section 2 of this Exhibit A, may be included in this Agreement. This list may be expanded in the future based upon new releases. Functionality not be removed unless mutually agreed with Customer and NAVITAIRE.

SkySpeed Call-Center Reservation System

General Features

•

Graphical reservations screens.

•

Fee entry and payment collection.

•

Automatic payment verification (credit card confirmed, pending or declined)

•

On-demand itinerary print capability.

•

Auto queue capability for quality control.

•

Daily reservations information display.

•

Company-wide ability to access fully functional training and test systems.

•

Incorporated role-based user security.

•

Ability to customize information required, e.g. mandatory, optional or not applicable.

Availability and Fare Look-up

•

Integrated flight availability and applicable fares display.

•

Availability searches by (a) flight type, (b) fare class, (c) maximum fare, (d) day of week, (e) multiple outbound and return dates, (f) multiple airport city, (g) connection type, (h) departure time, (i) maximum number of connections.

•

Interactive calendar.


•		Displays showing (a) total price by PNR and by individual passenger; (b) totals in multiple currencies, (c) fare rules, (d) manifest.
•		Real-time SSR inventory availability.
Booking Engine
•		Ability to book, change, divide, and cancel reservations.
•		Ability to book unlimited number of passengers per PNR as defined by role.
•		Ability to reserve unlimited number of flight segments per passenger, per PNR.
•		Ability to book multiple flight connections.
•		Ability to book non-revenue and revenue standby passengers.
•		Ability to override fares dependent upon user security settings.
•		Ability to assign multiple Special Service Request (SSR) codes to an individual passenger.
•		Ability to add individual passenger identification documents.
•		Optional seat map display showing actual seat availability.
•		Optional pre-assigned seating.
•		Ability to enter multiple addresses and phone numbers in a single booking.
•		Auto-populate name and address from stored phone number.
•		Ability to issue itinerary at airport or by mail, fax, e-mail, or XML feed to desired system.
•		Multiple language support for itinerary printing.
•		Ability to create airline defined mandatory comments.
•		Three optional PNR comment types: Freeform, Manifest, and Itinerary.
•		Ability to create up to six default pre-defined comments by user role and comment type.
•		PNR comments limited only by database capacity.
•		Ability to display real-time Flight Following information.
•		Ability to associate a seat fee with a pre-assigned seat during booking.*
•		Ability to require the same city pair on moves.*
•		Ability to restrict or allow fare overrides once flights have been closed.*
Customer Management
•		Ability to create/edit customer profiles, which includes personal details such as gender, travel documents, contact information and general comments.
•		Ability to create customer ID’s containing up to ten numeric digits.*
Travel Agent/GDS Support (GDS Optional Connectivity)
•		GDS or third party record locator cross-reference for PNR retrieval.
•		Customer, travel agency and corporate profiles maintained real-time.
•		Travel agency or corporate number capture.
•		Private Fares available to specific organizations.
•		Automatic entry of the agency or corporate number upon agent login.
•		Temporary login limited to a user associated with the same travel agency or corporation as the person currently logged in.
Airline-Specific PNR Preferences
•		Define address input requirement.
•		Enable (required or optional)/disable address fields.
•		Enable (required or optional)/disable e-mail address.


•		Enable (required or optional)/disable itinerary distribution option.
•		Ability to require passenger telephone number input.
•		Ability to book a past-date flight.
•		Enable (required or optional)/disable passenger titles and genders.
•		Enable optional passenger detail information – identification number, passport and visa details, infant name, gender, and age.
•		Allow PNR hold in SkySpeed for declined credit card.
User and Airline Support Tools
•		Ability to create and maintain system users and apply role-based system configuration settings by user groups.
•		Individual user, password-protected login.
•		Temporary supervisory log-in to perform secure functions.
•		Configurable logoff time value for inactive sessions.
•		Scratch pad for call-specific notes.
•		General airline policies and procedures reference system; ability to maintain and manage airline policy and procedure information to include text information, images and URL links.
•		Complete online user help.
SkySales – Internet Reservation System
General Features
•		Ability to customize graphics and HTML display elements through XSLT.
•		Server enforced role-based configuration controls to define application business logic.
•		Customizable market date (origin and destination airport codes, currency codes and time zone settings.
•		Customizable lists and codes for aircraft types and credit cards.
•		Customizable contact information lists (states/provinces, countries).
•		Customizable “look and feel” of many booking controls.
•		Configurable itinerary distribution options.
•		Support for localization (multiple languages) through the customization libraries.
•		Support for local time settings by city.
•		Ability to offer promotions to customers or travel agents.
•		Ability for customers to self-register and manage online profile.
•		Ability for registered members to retrieve and view past and future bookings.
•		Full validation of form elements using JavaScript.
•		Future expandability through modular architecture.
•		Supported browsers include Netscape 4.7 or higher and Internet Explorer 5.0 or higher.
SkySales – Booking Module
•		Ability to book, change and cancel reservations.
•		One-way and round-trip (return) and open jaw options.
•		Multi-leg, multi-segment flight support.
•		Route-aware origin and destination lists.
•		Single and date-range availability.
•		Airline configurable day-of-flight booking.
•		Interactive popup calendar.


•		Online redemption of promotion discounts.
•		Online redemption of electronic vouchers.
•		Ability to assign SSRs (Special Service Requests) online based on availability.
•		Support for passenger types.
•		Ability to associate passenger titles with passenger types.
•		Ability to configurable number of passengers per booking by booking source.
•		Option to display single or multiple fares per flight.
•		Request single fare class, single fare level, or dual fare levels.
•		Ability to provide discounted web and ‘regular price’ comparisons.
•		Individual passenger type fare display.
•		Compact “Search Again” display retains customer’s previous query settings.
•		Display flights and fares selected by user prior to purchase.
•		Summary or detailed price quote, including tax breakdown.
•		Configurable fare rules display (fare-specific rules, universal rules, or no rule display).
•		Optional “I Agree To Terms” enforcement checkbox.
•		Optional Secure SSL Encryption, No Encryption, or both.
•		Optional SSR fees.
•		Configurable contact information lists, input boxes, and requirements.
•		Optional inclusion of infant name, age, and adult passenger association in manifest comments.
•		Real-time credit card validation and authorization including configurable controls for pending and declined cards.
•		Display of confirmation number, itinerary, contact, passengers, payment, billing, fare rules, and terms.
•		Optional link to external pages.
•		Ability to require the same city pair on moves.*
•		Ability to display fares lower than the original fare in SkySales.*
SkyPartner — Travel Agency and Corporate Booking Module (if applicable)
•		Ability for travel agency to register IATA/ARC/ATOL/BSP number and password with airline.
•		Ability for business to register corporate account number and password with airline for discounts, tracking, and billing.
•		Ability for unregistered/unrecognized agencies to book flights prior to airline validation.
•		Ability to validate/activate a pending agency/corporation following the agency’s online registration.
•		Enable travel agency/corporation to update contact information online.
•		Ability for registered travel agency to maintain multiple individual agent log-in IDs. Information may be used for commission calculation, reporting, and billing.
•		Travel agency number, phone, and address displayed on PNR.
SkySeats – Seat Assignment Module
•		Airline customizable graphical seat map display using airline’s aircraft configuration.
•		Seat selection from seat map, seat type (window or aisle) or system generated.
•		Seat assignment restrictions by role, class of service, and customer recognition level.*


SkySchedule – Scheduling Application
General Features
•		Ability to create and maintain flight schedules.
•		Ability to re-accommodate passengers to other flights.
•		Ability to view PNRs and passengers affected by a schedule change.
•		Ability to create non-stop flights.
•		Ability to create direct and/or connecting, multiple leg flights.
•		Ability to maintain routing mileage table for reporting.
•		Ability to maintain and compare multiple schedules.
•		Ability to change flight time, flight number, status, aircraft type, and cabin configuration.
•		Ability to maintain automated or user-defined schedule change queuing.
•		Ability to create and modify preliminary schedules off-line prior to activation.
•		Ability to display detailed inventory and change history.
•		Ability to configure availability display for real-time flight modifications.
•		Ability to print flight schedules.
•		Ability to maintain airline-specific cities or airport codes in the airport table.
•		Ability to generate schedules in industry-standard formats.
•		Ability to import and export SSIM files.
•		Ability to maintain standby priority of a re-accommodated passenger.
Fare and Inventory Management – SkyFare/SkyManager
•		Ability to create and maintain fee types, descriptions, amounts, and currencies.
•		Ability to define applicable currency.
•		Ability to create and maintain fare rules.
•		Ability to set the PNR default currency based on the origin city.
•		Ability to apply advance purchase requirement.
•		Ability to apply a one-way or return (round-trip) flag.
•		Ability to apply seasonality criteria to fares.
•		Ability to specify minimum number of passengers required.
•		Ability to maintain discrete fare classes (unaffected by standard nesting rules).
•		Ability to specify day-of-week stay-over requirement.
•		Ability to specify minimum/maximum stay requirement.
•		Ability to combine fares.
•		Ability to specify valid passenger discount types.
•		Ability to delete fare classes.
•		Ability to create and modify fares using file import/export.
•		Ability to apply global fare changes.
•		Ability to differentiate between GDS and internal AU application.
•		Support for revenue management interface files.
•		Ability to apply fares based on outbound and/or return flight.
•		Ability to apply fares with specific travel and sales date restrictions.
•		Ability to define fare classes and fare access by user role.
•		Ability to define fare type grouping and access by user role.
•		Ability to create system-wide default and fare-specific hold settings.
•		Ability to validate standby fare classes.


•		Ability to create and maintain SkySpeed and SkySales fare rule files for passenger advice.
•		Ability to define fare override capability by user role.
•		Ability to allow refunds.
•		Ability to enter negative fees.
•		Ability to maintain inventory control.
•		Ability to create organization-specific fares.
•		Ability to implement availability status (AVS) RECAP and/or RESYNC either automatically or manually.
•		Ability to update AUs at a route level.*
SkyPay – Payment Processing and Settlement
General Features
•		Ability to create and maintain payment types.
•		Ability to enter unlimited number of payments on an individual PNR.
•		Ability to allow PNRs to be ended with partial payment specific by role.
•		Ability to allow PNRs to be ended with a negative balance.
•		Ability to authorize credit cards manually.
•		Ability to restrict refunds by payment type and/or user group.
•		Ability to reverse a previously entered payment.
•		Support for the following credit card transaction types: American Express, MasterCard and VISA.
•		Settlement handled via the merchant bank or clearing service is determined by customer’s geographical region and approval of NAVITAIRE.
•		Ability to select bank direct payments via SkySpeed and SkySales.*
•		Ability to require AVS and CW for payment verification purposes via SkySales and/or SkySpeed.*
SkyPort – Airport Check-In System
General Features
•		Support for pre-assigned seating, use system generated check-in number.
•		Support for printing boarding passes on a peripheral printer (supported printers may be found under Customer Requirements; Equipment Specifications).
•		Ability to generate confirmed flight passenger lists.
•		Ability to check in one or more passengers booked on the same PNR at the same time.
•		Ability to board one or more passengers booked on the same PNR at the same time.
•		Ability to display standby passenger list.
•		Ability to issue boarding passes and bag tags for standby passengers.
•		Ability to display flight data and remarks.
•		Ability to print flight manifest.
•		Ability to open, close, and lock flights.
•		Ability to create or modify PNRs in real-time.
•		Ability to associate or disassociate a passenger with a customer credit file.
•		Ability to generate connection name list.
•		Ability to generate no-show passenger list.
•		Ability to display inventory.
•		Ability to display daily station specific note pages for company updates.


•		Ability to print a passenger receipt/itinerary.

•		Ability to apply or change seat assignments.

•		Ability to assign or remove SSR codes.

•		Ability to display multiple SSR codes assigned to a passenger.

•		Ability to assign a voucher to a passenger.

•		Ability to input and retrieve Flight Following information.

•		Ability to re-accommodate passengers for irregular operations (IROP).

•		Ability to display historical manifests including checked and no-show passenger details.

•		Ability to report gender count and weight categories for passenger driven weight and balance calculation.

•		Support for airport add/collects.

•		Support for cash-out sales by agent.

•		Support for agent logon security.

•		Support for multiple aircraft configurations.

•		Ability to hold or block a seat.

•		“Get Smart” (GS) general airline policies and procedures reference system.

•		Online help system.

•		Automatic generation and printing of bag tags.

•		Access to airport user reports, Flight Following, Irregular Operations (IROP), and message generation (internal and teletype).

•		Ability to cancel/suspend inventory.

•		Support for ARINC/MUSE and SITA/CUTE including terminal emulation, boarding pass and bag tag printing (airline certification required).

•		Ability to allow or prevent agents from viewing or editing passengers who are on Lock or Warning queues, such as the Watch List queue.*

•		Ability to specify the amount of time allowed to open or close flights after flight departure time.*

•		Ability to prompt for AU updates during equipment swap.*

•		Ability to generate outbound BSM messages.

•		Ability to accept and process MVT messages for flight information updates.

•		Ability to transmit APIS data directly to government authorities, via EDIFACT messaging.

•		Address in country/CBP – APIS enhancements.
Global Distribution System (GDS) Connectivity
General Features

•		Offer Type-B messaging capabilities per IATA/Airimp standards, with the following GDSs: SABRE, WorldSpan, Galileo, Amadeus, and Apollo.

•		Ability to guarantee ticketing with automated credit card approval/settlement through the SkyPay system.

•		Ability to automatically cancel held bookings when payment is not received in the established timeframe, and to send this notification to the GDS/travel agency via Teletype messaging.

•		Ability to notify GDS/travel agency of schedule changes via Teletype ASC messaging.

•		Ability to transmit availability status messages to GDS customers via teletype AVS messaging.

•		Ability to process and reply to initial booking requests, change and cancel requests, DVD (divide number in party) and CHNT (change name) messages.


•		Ability to calculate price and reply to GDS/travel agency with the “amount due” for the external booking request.

•		Ability to define passenger titles accepted and processed from GDS/travel agency booking requests.

•		Ability to view all inbound and outbound teletype communications with the GDS/travel agencies within the PNR history, based on user security.

•		Ability to view rejected teletype messages with a clearly defined reason for the rejection.

•		Ability to correct rejected teletype messages and resend via SkySpeed.

•		Ability to validate an agency/corporate number against the airline’s internal agency/corporate table.

•		Ability to set last seat availability or any specified trigger level for GDS bookings.

•		Ability to establish the booking currency using the currency defined in the Type-B message. Ability to use travel agency specific currency (from agency table) if not indicated in the booking message.

•		Ability to configure GDS booking configurations to allow or disallow: hold time, promotion codes, agency payment automatic confirmation, name change after ticketing, hold time, and auto-creation of credit upon PNR cancellation.

•		Ability to specify which classes of service may be sold by the GDS/travel agency.

•		Ability to auto-debit agency credit account for PNR booked or use agency credit when an applicable SSR message is received.

•		Ability to maintain travel agency and corporation identification tables.

Note: Customer is responsible for negotiating and maintaining the appropriate agreements for this connectivity (typically full availability participation) and for travel agency settlement.
Instant Pay
•		Ability to accept and process passenger or agency credit card for booking confirmation.

•		Ability to auto-debit travel agency credit account for booking confirmation or debit agency credit when applicable SSR message is received.

•		Payment amount notification returned to travel agent via participating GDS.
SkyReport – Reporting
General Features
•		Ability to run ‘on-demand’ reports which may be exported in various data formats including XML, Excel, PDF and comma delimited.

•		Ability to display up to 1,000 city pairs on select reports.

•		Option to request NAVITAIRE report development at an additional charge.
Standard Reports
The following is an alphabetical list and description of the standard reports available as a part of Hosted Reservation Services. These reports may be added to, deleted, modified, changed, eliminated or substituted for at the discretion of NAVITAIRE at any time. The reports are viewed online via a browser interface.

•		Agency List. Displays information about the travel agency, corporate or Air Travel Organizer’s License (ATOL) accounts that are stored by the airline.

•		Agency List Summary. Summary view of the Agency List Report .

•		Availability Information. Displays flight availability information, including lid, capacity, seats sold and GDS trigger, for selected flights.


•		Booking by Agent. Displays total bookings created by a system user, by currency, along with booking status (confirmed or held), number of PNRs, and number of passengers/segments.

•		Bookings by Agent Detail. Displays detailed information on bookings made by individual booking agents (users).

•		Bookings by Agent Restricted. Location-specific Bookings by Agent report.

•		Bookings by Distance. Displays base and gross revenue by seat mile/kilometer on a specific date or within a specified date range for flights between two cities.

•		Bookings by Fare Class. Displays passenger/segment booking and fare totals by fare class.

•		Bookings by Market. Displays passenger totals, booking amounts, and average fares for individual markets (origin and destination cities).

•		Bookings by Origin. Displays segment booking information (total segments and fare amounts by currency) for each originating city.

•		Bookings by Source. Displays the number of segments and total fares, by currency, according to booking source: internal bookings, Internet bookings, GDS (GDS) bookings, and bookings made by travel agencies.

•		Bookings by Time. Displays booking information in hourly increments. The report breaks out the total number of booked segments and fare amounts for a specific booking date, according to time of day the bookings occurred.

•		Cancellation after Travel Date. Displays passenger and fare information from cancelled flight segments sorted by date, user ID, and PNR.

•		Cancelled Inventory with Passengers. Provides the number of passengers who may need to be re-accommodated to another flight due to a cancellation of the original flight(s).

•		Check-In. Displays the check-in status and phone numbers of individual passengers for a specific flight.

•		Checked Baggage. Displays baggage information for flights on a specific date or within a specified date range.

•		City Pair Load Factor. Displays passenger totals, load factor, ASM, Revenue, RPM, yield, RASM, and other data by city pair as well as by individual flights serving each city pair.

•		Commissions Incurred. Displays commission information for each agency/corporation generates bookings for the airline.

•		Confirmed Bookings by Date. Displays reservation, passenger, segment, and revenue totals, by currency code; it also provides separate listings for travel agency/corporate reservation, passenger, and segment totals.

•		Credit Shell/File. Displays credit shell/file activity and balance on a specific date or within a specified date range.

•		Credit Shell/File Expired. Lists expired credit files and credit shells for a specified time period.

•		Days-Out Bookings. Displays information about segment bookings made on a specific date, showing the days in advance of (days out from) the actual travel date these bookings were made.

•		DOT Non-Stop Market. Designed to meet U.S. Department of Transportation requirements, this report displays non-stop market information, including revenue flights, payload, available seats, revenue passengers, and minutes a flight is airborne.

•		DOT On-Flight Market. Designed to meet U.S. Department of Transportation requirements, this report displays passenger totals for flown flights within specified markets.


•		DOT 10% Sampling. Designed to meet U.S. Department of Transportation requirements, this report provides fare and itinerary information on a 10% random sampling of the confirmed, revenue generating passengers for a quarter.

•		Duplicate Bookings. Displays different PMRs for the same flight and date that contain identical passenger names.

•		Earned/Unearned Revenue. Displays information on earned (flown) revenue, unearned (no-show, unflown) revenue, or both for flights between a designated city pair.

•		Enplanements / Deplanements. Displays either enplanements or deplanements by airport on a specific date or within a specified date range.

•		Fare Overrides. Displays fare override information by agent, including original fare amount, amount actually charged (overridden fare), and amount discounted.

•		Fees and Discounts. Displays fees and discounts, by currency and type, entered into the system.

•		Flight Capacity/Lid. Displays information on seat capacity (or lid), availability, and load percentages.

•		Flight Close. Displays final close out information for a specific flight, including passenger names and passenger status information.

•		Flight Line. Displays passenger counts for a specific flight or all flights on a specified date.

•		Flight Load. Displays passenger totals for flights on a specified date, including the number boarding in the departure city, number traveling through, total passengers, and number checked in.

•		Flight Schedule. Displays scheduled departure cities and times for flights, as well as the number of stops a particular flight makes and the days of the week it flies.

•		Flight Specific Load Factor. Displays load factor information for one or more day(s) of the week, for one or all origin or destination cities, or for a specified range of flight numbers.

•		Inventory Capacity. Displays capacity, lid, net seats sold, and seats sold today for flights between different city pairs.

•		Load Factor Search. Displays above or below load factor percentage based on capacity or lid.

•		Lock List. Displays all passengers on PNRs that are on the lock list by flight date and origin location.

•		Lock List History. Allows the user to view or print all PNRs that have been cleared on a selected date.

•		Manifest with Trip Detail. Displays detailed trip information for each passenger booked on a specific flight.

•		Net Sales. Displays the sales netted, including the breakdown of the segment charges, fees and taxes for a selected period. Additionally, an error report titled Sales Exceptions may be printed. The Sales Exceptions report displays a list of the PNRs that have segment and payment amounts not in balance.

•		Payment Receipts. Displays information about all payments made on a specified date, including payment or batch code, payment text, PNR, bank authorization, requested amount, and payment amount.

•		Payment Receipts Restricted. Location specific Payment Receipts Report.

•		PNR Out of Balance. Displays information on reservations that have a credit and/or balance due.


•		PNRs on Queue. Displays information about all PNRs that are currently awaiting processing in one or more queues.

•		Promo Codes by Booking Date. Displays information on PNRs with promo codes booked on a specific date or within a specified date range.

•		Promo Codes by City Pair. Displays information on promo codes booked for a specified city pair.

•		Refunds. Displays refunds made by a specific department(s) on a specific date or within a specified date range.

•		Revenue by Distance. Displays base and gross revenue by seat mile/kilometer on a specific date or within a specified date range for flights between two cities.

•		Revenue by Fare Class. Displays revenue by fare class on a specific date or within a specified date range.

•		Revenue by Flight. Displays revenue by average seat mile/kilometer for individual flights.

•		Revenue by Market. Displays passenger totals, booking amounts, and average fares for individual markets (origin and destination cities).

•		Sales Exceptions. Provides a list of the PNRs that have segment and payment amounts not in balance.

•		Seat Assignments. Displays the name, PNR, and status of each passenger by assigned seat for a specific flight.

•		Seats Sold by Fare Class. Displays the number of seats sold in each fare class by flight date and flight number within a specified date range.

•		Segment Activity by City Pair. Displays information, broken down by city pair, on confirmed and/or unconfirmed booking amounts and passenger totals.

•		Travel Agency Payments. Displays information on payments made to an individual travel agency or all travel agencies.

•		Unapproved Payments. Displays all payments, by payment dates, that are currently pending or have been declined.

•		Voucher Status. Displays status information on vouchers associated with a particular voucher code or all voucher codes.

•		Watch List Detail. Allows you to print all data for a single Watch ID, a range of Watch IDs, or all Watch IDs. This report displays name, place of birth, all alias names, all addresses, all dates of birth, all phone numbers, all e-mail addresses, and all other data that has been entered.
Flight Information Control and Display (FLIFO)
General Features
•		Ability to input and update flight departure and arrival information.

•		Ability to accept and transmit industry MVT messages.
		Agency Billing and Commissions
General Features
•		Ability to create, maintain and retrieve travel agency commissions, charges and payments data.

•		Ability to set up to four different commission rates based on distribution channel for each agency.

•		Ability to create an invoice line of credit for travel agencies and corporations.


•		Ability to schedule XML extract containing agency billing and commission data.

•		Ability to calculate commissions at statement date.*

•		Ability to include the journey details in the ABC (Agency Billing and Commission Extract.*
SkyManager – Configuration and Management Utility
General Features
•		Graphical tool provides single point for management of system settings, airline, and user configurations.

•		Ability to create and maintain passenger-discount-type codes by currency, discount percentage or amount, applicable fare class(es), and applicable taxes.

•		Ability to define user security roles and login requirements.

•		Define vouchers to include credit type, expiration, maximum passengers, class of service, travel dates and market restrictions.

•		Ability to allow and restrict advanced seat assignments by role.

•		Ability to maintain individual airline country codes.

•		Ability to maintain individual airline currency codes.

•		Ability to create and maintain daily and real-time company notes.

•		Ability to allow or restrict overbooking.

•		Ability to move a passenger to an alternate flight (up to 999 days) while retaining the original confirmed fare and taxes.

•		Ability to utilize IATA and/or airline-specific SSR codes.

•		Ability to create and maintain taxes.

•		Ability to create and maintain travel fees.

•		Ability to specify SSR inventory by aircraft type.

•		Ability to maintain delay code table.

•		Ability to create and maintain passenger discount types.

•		Ability to create and maintain promotional discount codes.

•		Ability to create and maintain queues.

•		Ability to apply payment fees in any of the sales applications and to configure as a fixed amount or a percentage. Fees can also be configured to be charged per flight segment, per passenger, or per itinerary.*

•		Ability to synchronize inventory between multiple systems.*

•		Ability to set restriction levels on individual queue categories.*

•		Ability to set fee amounts based on the channel through which a booking is made or edited.*

•		Ability to prompt with a warning when making tax or fee rate changes.*

•		Ability to apply or exempt penalty fees upon reservation changes or cancellations based on the following values: Organization, Person or Fare Class.*

•		Ability to allow stations to be exempt from certain taxes and fees; for example, rural airports where a PFC is not charged.*

•		Ability to set variable credit expiration criteria for credit types.*

•		Ability to add variable taxes for fees.*

•		Ability to add payment validation and authorization restrictions.*

•		Ability to allow Web Services to be managed by the system master using roles and permissions. This functionality allows the enabling and disabling of Web Service methods (functions) with granularity to the method level.*


Message Interface (Type B)
•	Support of the following Type B messages:

	•	Baggage Service Messages (BSM).

	•	Operation System Messages, PXA, PXB, MVT.

	•	Accept and reply to AIRIMP industry standard booking messages.
Security
General Features
•	Ability to hide or display the credit card number used as payment on a PNR.

•	Create and maintain table of restricted credit cards.

•	Ability to enable or disable the security watch list.

•	Ability to define and maintain government or airline watch list for reservation/passenger matching, queuing and check-in lock.

•	Option to require a unique customer ID for each passenger booked in a reservation.

•	Ability to automate updates to the U.S. Securities Watch List through a scheduled job.*
Customer Support System
General Features
•	Integrated system monitoring “Site Scope”.

•	NAVITAIRE has an established review process for managing online Incident Problem Requests (IPRs) and Software Change Requests (SCRs) that provides customers with the following:

	•	Ability to submit online service requests 7 days per week/24 hours per day.

	•	Ability to review status, research notes, assigned priority, etc., of an online incident problem and request at any time.

	•	Ability to search for specific requests and print them onto a report.

	•	Ability to enter update information regarding existing incident problem and request online at any time.

	•	Ability to attach up to 5 files to an incident problem and request.
Application Program Interfaces (APIs)
General Features
Navitaire offers optional Web Services that enable select API functions supported by the New Skies Reservations system. These APIs support a number of functions including:
Booking API Functionality

•	Ability to obtain inventory and fare availability for flights in a market.

•	Ability to obtain inventory and fare availability for a whole itinerary.

•	Ability to price an itinerary including all fares, taxes, and fees.

•	Ability to display fare rule content.

•	Ability to create or cancel bookings for specified flights.

•	Ability to obtain SSR availability for specified flights.

•	Ability to book or cancel specified SSRs.

•	Ability to retrieve a booking by record locator.

•	Ability to display seat maps for specified flights.

•	Ability to assign or unassign seats on specified flights for one or more passengers.


•		Ability to accept schedule changes made to segments in a booking.

•		Ability to retrieve bookings by specified search criteria including 3 ^rd party record locators.

•		Ability to display booking history and payment information.

•		Ability to retrieve stored baggage information by record locator.
Check-in API Functionality

•		Ability to interact with 3 ^rd party vendors including kiosk check-in service providers.

•		Ability to retrieve passenger and flight information by credit card, passenger record locator, flight and passenger name, or customer number.

•		Ability to display airline generated seat maps.

•		Ability to request or change seat assignments for specified passengers.

•		Ability to confirm the check-in status for specified passengers and generate boarding passes.

•		Ability to generate baggage tags for specified passengers.

•		Ability to reprint boarding passes for checked-in passengers.
Voucher API Functionality

•		Available for a third party vendor to create and void vouchers.
Optional Hosted Web Check-in (Not Applicable)
General Features
•		Ability to retrieve passenger and flight information by credit card number, passenger record locator, flight and passenger name, or customer number.
•		Ability to display airline generated seat maps.
•		Ability to request or change seat assignments for specified passengers.
•		Ability to confirm the check-in status for specified passengers and generate boarding passes.

*	Functionality available in New Skies Release 1.2.5 and subsequent releases.

NAVITAIRE will work with Customer to assist in making the system able to perform the functions in such a fashion as to allow Customer to comply and to demonstrate compliance with laws, regulations, ordinances, directives, etc. applicable to Customer, including, without limitation, those of the Transportation Security Administration, the Department of Homeland Security, Customs and Border Protection, and the United States Department of State. NAVITAIRE and Customer will work to together to prioritize any changing requirements and will use the process described in Sections 9.4.2 and 9.4.3 of this Exhibit A.

As a service provider, NAVITAIRE will evaluate and implement improvements to the underlying New Skies architecture. NAVITAIRE shall use reasonable commercial effort to mitigate the impact that changes to the architectural components of the Hosted Software may have on Customer system compatibility. Improvements can include both third party products (i.e. database) and NAVITAIRE developed architectural components. Navitaire shall also use reasonable commercial effort to upgrade these components to help maintaining third party support. Navitaire is currently aligned closely with our key technology providers and does evaluate products prior to general public release. Customer can request upgrades to the underlying New Skies architecture as outlined in Exhibit A, Section 9.4.

Customer Hardware, Software, Connectivity and Network Requirements

7.1

Upgrades. Subject to Article 7.3 of the Agreement, Customer is required to maintain the latest version of supported NAVITAIRE and related third party software as directed by the NAVITAIRE Support Centre. Upon receipt of upgraded software, newer versions or software, or notification of third party software updates, Customer must update their software versions within thirty (30) days. Failure to complete the advised upgrades may result, at NAVITAIRE’s option, in the suspension of Included Support as described in Exhibit A, Section 5.

7.2

Equipment Specifications. These equipment specifications outline the required, supported hardware and software necessary for the proper function and efficient operation of the Hosted Reservation Services and applicable products. Unless otherwise specified in this Agreement, the equipment and software listed below are the responsibility of the Customer. This list may not be all-inclusive, depending on the technical requirements of the Customer.

All specifications are subject to change. Customer will be provided with not less than sixty (60) days notice of incremental hardware upgrade requirements. Should incremental hardware changes place an unreasonable financial or operational burden on Customer then NAVITAIRE and Customer will mutually agree on an acceptable upgrade schedule and potential modifications to the included Support as described in Exhibit A, Section 5.


Call Center PC/Workstation (for SkySpeed)
•		Processor: Intel Pentium class processor (any speed greater than 1 GHz). This includes Pentium 4 and M class machines.
•		Disk space: Minimum of 10 GB of hard disk space for operating system and NAVITAIRE software.
•		Operating system: Microsoft Windows 2000 and Windows XP operating systems
•		Monitor: 15” color SVGA monitor (minimum of 1024x768 resolution). Non-interlaced monitors recommended.
•		Memory: Minimum of 256 Megabytes of RAM.
•		Network interface card: 100MB Network Interface Card (TCP/IP protocol).
•		Mouse: PS/2 Mouse or other Microsoft Compatible Pointing Device.
Airport Check-In PC/Workstation or Terminal
A Wyse model 52 terminal or a PC Workstation with a configuration as follows:
(a)		Processor: Intel Pentium class processor (any speed greater than 500 MHz). This includes Pentium II, and Pentium III class.
(b)		Disk space: Minimum of 4 GB of hard disk space for operating system and NAVITAIRE software.


(c)		Operating system: Airport Check-In software runs with the terminal emulation software listed below and Microsoft Windows 2000.
(d)		Monitor: 15” color SVGA monitor (minimum of 1024x768 resolution). Non-interlaced monitors recommended.
(e)		Memory: Minimum of 128 megabytes of RAM.
(f)		Network interface card: Network interface card: 100MB Network Interface Card (TCP/IP protocol).
(g)		Mouse: Mouse or other Microsoft Compatible Pointing Device.
(h)		Terminal emulation software: Reflections (version 6.0 or higher); or Minisoft (version WS92 32 bit) per client workstation; or NAVITAIRE Terminal Emulator.
(i)		Serial ports: Minimum of two required.
Airport Peripheral Equipment
Bag Tag Printers
•		IER514 or IER508 TCP/IP bagtag printers. The manufacturer of the printer may supply additional bag tag stock information and specification.
•		Vidtronix TCP/IP bagtag printers. This is a new solution and will require custom coding for implementation at the hourly rates described in Exhibit A, Section 8.3.
•		ARINC/SITA Common Use Environments.
Boarding Pass Printers
•		Epson TMT-88 or TMT-90 thermal receipt printers. Specifications for thermal roll stock are available from the printer manufacturer.
•		ARINC/SITA Common Use Environments.
E-mail Server
•		Must be scalable and robust to handle anticipated e-mail volume for receipt e-mailing to passenger.
•		Refer to e-mail software instructions and technical documentation for proper hardware configuration.
•		Customer may consider third party e-mail hosting or e-mail broadcast services available.
Fax Server
•		Must be scalable and robust to handle anticipated fax volume for fax transmissions to passengers.
•		Captaris RightFax Server software recommended.
•		Refer to fax software instructions for proper hardware configuration and sizing.
•		An optional XML feed of itinerary information is available for distribution via your desired fax system.
Printers, Scanners, and Peripherals (if applicable)
Customer should contact NAVITAIRE for recent information regarding supported printers and peripherals. Currently supported printers and scanners are:
•		Printers: Printers that are TCP/IP capable and support the HP JetDirect network interfaces.


•		Scanner: Any keyboard-bypass scanner (hooks in via the keyboard port) that supports a Code-39 barcode.
Network Hardware, Software, and Data Circuits
•		Data Circuits: Customer must already have or must install the necessary equipment and circuits to support their primary call center sites and remote locations, including field stations. NAVITAIRE requires a LAN/WAN network supporting TCP/IP protocols.
•		Routers, DSU/CSUs, and Modems: Customer should contact NAVITAIRE for recent information regarding supported routers and other network communication equipment.
•		IP Addressing: NAVITAIRE requires that all hosted Customers use Internet Registered IP addresses on all client workstations or devices that require connectivity to the Hosted Reservation Services. Alternatively, NAVITAIRE requires a NAT (Network Address Translation) router to be installed behind the NAVITAIRE gateway router. The NAT must then have the Internet Registered IP address.
•		Customer Provided Data Circuits: NAVITAIRE requires a review of the proposed primary or backup data circuit(s) prior to a third party agreement and installation. Where possible, NAVITAIRE will use reasonable effort to provide all necessary specifications and extend management of the data circuit as permitted by the Customer and the third party supplying the data circuit(s). If VPN connectivity is desired, VPN services will be handled by Blue Ridge Virtual Private Networks; any other VPN providers require NAVITAIRE approval.

7.3

Third Party Software. Customer is required to purchase directly from providers other related third party software licenses necessary to use the Hosted Reservation Services, including the following:

•

Local network server operating system(s) license: Microsoft Windows NT 4.0, Novell, or similar Operating System supporting TCP/IP protocols.

•

Terminal emulation software: Reflections (version 6.0 or higher); or Minisoft (version WS92 32 bit) on each client workstation requiring access to reporting and airport check-in capabilities.

•

Print spooling software: Espul software required for non-Jet Direct network printers.

•

Office Extend Fax (Fax server): (Optional)

•

Reporting: Microsoft Reporting Services for New Skies report development and access.

•

Airports: Re-certification of the ARINC/SITA emulators to support the New Skies airport interface.

7.4

Credit Card Processing Settlement

7.4.1

Banks and Services. NAVITAIRE currently supports the following services for Authorization Services:

•

Credit Card types: NAVITAIRE currently supports VISA, American Express, MasterCard, JCB, Diners Club, and discover Card Transactions. Not supported are debit cards, ATM cards other credit cards requiring an accompanying Personal Identification Number (PIN).

•

Debit Cards: NAVITAIRE currently supports regional debit cards such as Visa Electron (EL), Visa Delta, Visa Connect, Switch/Solo, Maestro, and Laseer. Not supported are debit cards requiring a Personal Identification Number [PIN], ATM cards, or private label credit cards.

•

ELV: Ability to use an Elektronisches Lastschriftverfahren (ELV) form of payment through European payment gateway.

•

Authorization: Authorization handled via the most appropriate NAVITAIRE supported provider for the Customer’s area, such as Vital Systems, FDMS, First Data Merchant Services (USA), BCE Emergis (Canada) and Barclay’s or NatWest(UK/Europe).

•

Settlement: Settlement handled via appropriate merchant bank or clearing service as determined by Customer’s geographical region upon approval of NAVITAIRE. Upon request, NAVITAIRE will provide specifications for settlement records, which are required for conformity by the Customer’s selected bank. Upon written notice to NAVITAIRE and to the authorization and settlement institutions, NAVITAIRE may act as the Customer’s agent to order and facilitate installation of these circuits.

•

Verified by Visa & MasterCard Secure Code: Optional programs for Customer to participate in with their acquiring banks and / or payment service provider. Functionality is fully dependent upon the acquiring bank and / or payment service provider.

•

Fraud Prevention: NAVITAIRE will use reasonable commercial efforts to support current and future fraud-detection and fraud-prevention functionality offered by all supported payment authorization services. These efforts will be handled as described in Sections 9.4.2 and 9.4.3 of the Exhibit A.

•

PCI Compliance: NAVITAIRE will remain in compliance with the Payment Card Industry’s Data Security Standards in force at the time of execution of this Agreement, and as may be applicable to NAVITAIRE. Both parties acknowledge the importance of Customer’s ability to accept credit card payments. NAVITAIRE will use commercially reasonable efforts to work Customer in

order to assist in respect of Customer continued acceptance credit card payments. These efforts will be handled as described in Sec9on 9.4.2 and 9.4.3 of this Exhibit A.

7.4.2

Data Circuits. Customer must arrange and pay for necessary circuits for authorization and settlement file transmissions. NAVITAIRE may act as the Customer’s agent to order and facilitate installation of these circuit upon written request by the Customer.

7.5

CRS/GDS Agreements and Connection Fees (to Support Optional CRS/GDS/ARS Connectivity). Customer must negotiate and have in place, no later than sixty (60) days prior to the Target Date, the necessary participating agreements with each of the NAVITAIRE supported Computerized Reservation System/Global Distribution System providers or airline and associated Airline Reservation System (ARS) providers. Implementation, integration, connection and Service Fees as described in Exhibit A, Section 8 and fine charges may apply. NAVITAIRE will order and facilitate the installation of all circuits required to process CRS bookings, upon written notice from Customer.

8	Fee Schedule

All fees in this Section are specified in USD.

8.1

Service Fees

8.1.1

Recurring Service Fees – Core Services/Products


Rate Tier		Hosted Reservation Services Airport Check-in and SkySales Internet Suite
Rate Tier		Per Passenger Boarded
All Passengers Boarded		***** per Passenger Boarded

(a)

Drop Down Rate. A drop down rate ***** per Passenger Boarded applies to all passengers boarded over the Guaranteed Minimum Passengers Boarded as defined in Section 8.1.1(b) of this Exhibit.

(b)

Annual Guaranteed Minimum Passengers Boarded “AMGPB”. Customer agrees to guarantee and to pay for a minimum of the total number of passengers boarded according to the table below. This table will also be used for the purposes of calculating the minimum recurring Service Fees, effective upon the Target Date:


Year		Annual Minimum Guarantee of Passengers Boarded “AMGPB”*
Year		(Passenger Boarded)
*****		*****

Customer may designate the seasonality allocation of this Annual Minimum Guarantee of Passengers Boarded over the Agreement year. For example, ***** If the actual Passengers Boarded is in excess of this number then the amount for actual number of Passengers Boarded will be invoiced.

Customer will update the Seasonality Allocation Schedule below annually at least three months prior to the anniversary of the Target Date of the Agreement which Target Date is expected to be November 30, 2007. If the Customer does not designate the allocation by the above date then the percentages for the Seasonality Allocation will continue to be the same as the last ones provided by Customer. It is also agreed that the minimum seasonality percentage will be no loss that ***** for any month. The Drop Down Rate will apply for all Passengers Boarded in excess of the Number of Guaranteed Minimum Passengers Boarded per month as detailed in the Seasonality Allocation Schedule

***** Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission.

Seasonality Allocation Schedule


Month	Guarantee Schedule for December 2007- November 2008 Seasonality Allocation	Number of Guaranteed Minimum Passengers Boarded per month based on Annual Guaranteed Minimum Passengers Boarded (% multiplied by AMGPB)**	Minimum Monthly Fee
December	*****	*****	*****
January	*****	*****	*****
February	*****	*****	*****
March	*****	*****	*****
April	*****	*****	*****
May	*****	*****	*****
June	*****	*****	*****
July	*****	*****	*****
August	*****	*****	*****
September	*****	*****	*****
October	*****	*****	*****
November	*****	*****	*****

*	All passengers boarded in excess of these monthly minimum guarantees will be invoiced per terms described in Section 6.3 of this Agreement.

**	The total of this column will always equal the applicable year of Annual Minimum Guarantee of Passengers Boarded (AMGPB)*

(c) Look to Book Ratio. To the extent that the Look to Book Ratio for any month exceeds 80:1, NAVITAIRE will invoice and Customer will pay ***** for each unit of difference between the actual Look to Book Ratio and *****. Thus, for example, *****.

8.1.2

Monthly Recurring Service Fees – Connectivity Services/Products – GDS/CRS/ARS Connectivity.


Description		GDS/CRS/ARS Connectivity (Base AVS Type B)
Description		Price per GDS/CRS/ARS Type B/Teletype Connection
Up to 150,000 segments in PNRs booked via a GDS/CRS/ARS Type B/Teletype.		***** minimum fee per month per GDS/CRS/ARS
Over 150,000 segments, per segment, in PNRs booked via a GDS/CRS/ARS Type B/teletype		***** per segment

***** Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission.

Note: Any applicable message fees, segment fees or data circuits pertaining to the CRS/GDS and/or SITA/ARINC are the responsibility of the Customer, including:

(a) GDS/CRS/ARS Imposed Message Fees (applicable to GDS/CRS/ARS messages only):

Per GDS/CRS/ARS agreement with NAVITAIRE, additional GDS/CRS/ARS fees may be billed to NAVITAIRE, Any and all such fees and/or charges attributable to Customer’s Hosted Reservations Services, will be payable by Customer to NAVITAIRE, on a monthly basis. Upon request and on a time and materials basis, NAVITAIRE will provide Customer with a copy of the GDS invoice for Type A/ EDIFACT, Type B/ Teletype, or other related charges with each monthly invoice,

These fees are in addition to the standard Host Reservation Services charges and are subject to any increases imposed upon NAVITAIRE by GDS/CRS/ARS. If GDS/CRS/ARS begins to assess message fees for test messages, these will also be billed cost to Customer at cost.

(b) SITA/ARINC Fees:

All fees from SITA and/or ARINC for routing of traffic need to be billed directly to the Customer. Customer should pursue an arrangement with one or both of these providers independent of NAVITAIRE.

8.1.3

Monthly Recurring Service Fees – Connectivity Services/Products – APIs.


		Application Programming Interfaces (API) Functionality ]
Description		Flat Monthly Fee*
Booking API Functionality		*** for up to 50,000 booked segments, ***/booked segment above 50,000
Check-in API Functionality		*** for up to 50,000 booked segments, ***/ booked segment above 50,000
Voucher API Functionality		*** for up to 1M vouchers, *** over 1M vouchers
* Use of Standard SkySales toolkit will not incur API charges

8.1.4

Monthly Recurring Service Fees – Additional Data Storage*.


Segment Count		Monthly Fee
For every 1,000,000 Host Segments stored in excess of three (3) months		***** per month

*	Provides Customer access to completed travel and historical data storage greater than three (3) months.

***** Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission.

8.1.5

Optional Monthly Recurring Service Fees – Connectivity Services/Products – Hosted web Check-in. (Applicable only if selected in Section 2 of this Exhibit A) NOT INCLUDED:


Description		Hosted Web Check-in NOT INCLUDED
Description		Flat Monthly Fee
Hosted Web Check-in		*****

8.2

Implementation Fees


Production/Service Description		Implementation Fees* (including Training)
Hosted Reservation Services with SkySpeed Graphical User Interface		*****
SkySales Internet-Suite		*****
SkyPort - Airport Check-In		*****
SkyReports		*****
Configuration & Maintenance Utilities		*****
Fare and Schedule Manager		*****
Standard CRS/GDS/ARS Connectivity and/or/Instant Pay - Type B		*****
APIs • Booking API Functionality • Check-In API Functionality • Voucher API Functionality		*****
Hosted Web Check-in		*****

*	Implementation Fees exclude travel expenses and any new development.

8.3

Support Fees


Support Centre Support		Fees*
Initial Support: For first thirty (30) days after implementation, sixty (60) available hours of included Support Centre Support.		*****
Basic Support: After initial support, ten (10) monthly available hours of included Support Centre Support.		*****
Additional Normal Hourly Support, Additional Training Requests, or Additional Development scheduled through NAVITAIRE: User support more than initial or basic support hours or as otherwise described in this Agreement.		*****
Engineer Direct Support: Expert support for the Hosted Reservation Services subsystems, such as SkySales, APIs, GDS Connectivity, or Customer third party systems or interfaces as scheduled through the NAVITAIRE Support Centre.		*****
Direct Consultation Support: Customer initiated contact directly to NAVITAIRE research & development personnel and other direct consultation, thereby bypassing the NAVITAIRE Support Centre.		*****

***** Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission.

8.4

No additional charge will apply with respect to transfer of information to a third party revenue management system.

8.5

Other Fees


Other Fees		Fees
Custom Programming		*****
Dedicated Account Management		*****
Business Process and Consulting Services		*****

8.6

Payment of Implementation Fees. Immediately upon signing this Agreement, all Implementation Fees are due and payable. The Implementation Fee due on signing is USD *****. Any remaining balances of all Implementation Fees are due and payable on the earlier of: (a) the day the first production reservation is made using the Hosted Reservation Services; or (b) the Target Date as detailed in Exhibit A, Section 3.9.1 provided, however, that NAVITAIRE does not request a delay as described in this Exhibit A, Sections 8.7.2 and 8.7.4.

8.7

Fee Commencement after Implementation. The following four (4) scenarios will determine the commencement schedule for the monthly recurring Service Fees as outlined in Section 8.1 of this Exhibit and the due date for the remaining balances of the implementation fees:

8.7.1

Implementation by Target Date. Upon availability of the Hosted Reservation Services for use by Customer, effective on the Target Date as detailed in Exhibit A, Section 3.9.1, all remaining implementation fees are due and applicable monthly recurring Service Fees will commence. These fees will commence regardless of actual use of Hosted Reservation Services or subsequent delay by Customer.

8.7.2

Requested Delay by NAVITAIRE. In the event that NAVITAIRE requests a delay in order to complete remaining Implementation Services, the remaining implementation fees will be due and applicable monthly recurring Service Fees will commence only on the commencement of Customer’s use of the Hosted Services. NAVITAIRE will provide written notice of the new planned Target Date and outline remaining Implementation Services.

***** Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission.

8.7.3

Requested Delay by Customer. In the event the Customer requests a delay in the completion of Implementation Services past the Target Date, remaining implementation fees are due and any monthly recurring Service Fees will remain effective for the duration of the customer-initiated delay. If such requested delay results in rescheduling portions or all of the remaining Implementation Services to the next available timeframe as evaluated by NAVITAIRE, no Service Fees will be in effect for the duration delay due solely to NAVITAIRE’S resource availability.

NAVITAIRE reserves the right to apply additional implementation fees as are necessary and mutually agreed on when rescheduling the Implementation Services due to Customer request. All fees as described in the Agreement and Exhibit A, Section 8.2 are to be applied based on the scheduled Target Date.

8.7.4

Mutual Agreement for Delay. In the event that both NAVITAIRE and the Customer agree to delay in order to complete the required Implementation Services, the remaining implementation fees will be due and the applicable monthly recurring Service Fees will commence on the newly agreed Target Date for the Implementation Services.

9	Service Levels and Service Level Targets

9.1

Service Level Scope. The Service Levels contained in this Section represent the target service performance for the provision of the Hosted Reservation Services. Metrics, measurement, and reporting will create performance assessment measures that apply to operations services in the following three service categories:

•

System availability targets.

•

Metrics, measurement, and reporting.

•

Remedies and corrective action.

9.2

Service Level Targets

9.2.1

System Availability. NAVITAIRE will seek to provide Customer with an overall Minimum System Availability Target of ninety-nine point eight percent (99.8%) of all Reporting Period Minutes for the applicable Reporting Period. Interrupted Service Minutes will be measured and used to determine the percentage of monthly Hosted Services System availability,

(a)

Interrupted Service will be defined as a complete system availability outage, including:

•

NAVITAIRE controlled primary circuit network line being down and will be considered a 100% outage for the purposes of calculating any applicable service credit.

•

NAVITAIRE controlled server or router being down and will be considered a 100% outage for the purposes of calculating any applicable service credit.

•

System Error which causes the system to be completely unavailable and will be considered a 100% outage for the purposes of calculating any applicable service credit.

•

Also included for the purposes of calculating the Service Credits will be the following partial outages (Service Credits not to exceed 100%) that are due to NAVITAIRE’S sole cause and under NAVITAIRE’S sole control.

the inability of booking a reservation at the Customer call center which will be considered a twenty percent (20%) outage for the purposes of calculating any applicable service credit.

the ability of checking in passengers at a single airport at the same time which will be considered a ten percent (10%) outage for the purposes of calculating any applicable service credit.

the ability of checking in passengers at all airports at the same time which will be considered a forty percent (40%) outage for the purposes of calculating any applicable service credit.

the inability of booking a reservation on the Customers booking web site which will be considered a seventy five percent (75%) outage for the purposes of calculating any applicable service credit.

(b)

Network Responsibilities. The diagram below shows those hardware components, network components (excluding the internet), and the software that resides on those components that are owned from a service level perspective by NAVITAIRE and those items that are owned by the Customer. Items that are contained within the dotted-line (in the upper left corner) are the responsibility of Customer. During the event of an Interrupted Service, NAVITAIRE is responsible for errors that occur involving the hardware components, network components, and the software that reside outside of the dotted-line area.

LOGO

(c)

Planned Downtime. NAVITAIRE acknowledges that the system will be operated, maintained, and upgraded in such a fashion as to minimize the incidents in which the system will be unavailable. It is the expectation that under normal conditions that this Planned Downtime will be less that 60 minutes per week, NAVITAIRE will make reasonable efforts to perform such activities during Customer off-peak hours. In doing so, it is acknowledged that, for temporary periods coordinated with Customer so as to ensure that they occur when Customer’s required capacity is expected to be below that

which will be available, NAVITAIRE will be permitted to reduce the available capacity of the system. NAVITAIRE will coordinate with Customer to determine the best time for Customer for when the system can be unavailable. It is however, acknowledged and understood that in the event that NAVITAIRE reasonably determines that a critical System Change is required, NAVITAIRE can inform Customer of any required Planned Downtime. NAVITAIRE acknowledges that a precondition to any such activities will be a recovery plan to immediately restore the services to full operations.

9.2.2

Incident Problem Request (IPR) Service Response. NAVITAIRE will commit ton the Emergency response targets below for each IPR logged System Error.


		Emergency IPR Response
Customer Communication		Emergency
Acknowledgement and Initial Response		15 minutes
Update		Every 30 minutes

9.2.3

In the event that the overall achieved Minimum System Availability Target in any Reporting Period falls below ninety-nine point nine (99.9%), It is agreed that the parties will engage in an Executive Review Meeting for which a senior officer of NAVITAIRE as well those with knowledge of the cause for such failure will meet at the offices of Customer with the relevant personnel from Customer and will present NAVITAIRE’s plan that it will implement to seek to ensure that a Minimum System Availability Target of ninety-nine point nine (99.9%) will be achieved in future Reporting Periods.

9.3

System Errors and Emergencies

9.3.1

System Error Reporting. Customer may report an identified Hosted Reservation Services System Error at no additional cost using the Remedy IPR schema. A System Error is defined in Section 9.4.4 of this Exhibit A.

9.3.2

System Error Classification. When Customer reports an IPR for a System Error, it will be assigned a priority based on the severity of the issue. These priorities will be assigned using the following table:


Impact Analysis	Business Functionality
	No loss of business function	Partial loss of business function. Work-around exists	Partial loss of business function. No work-around exists.	Complete loss of business function. Work-around exists.	Complete loss of business function. No work-around exists.
Immediate Impact is significant. Affects many and/or critical users.	NA	Emergency	Emergency	Emergency	Emergency
Immediate impact is moderate. Affects few and/or non-critical users.	Low	Medium	High	High	Emergency
Immediate impact is marginal, Affects few or no users.	Low	Medium	High	Medium	High

An example of an “Emergency” System Error might include:

•

Hosted Reservation Services are totally unavailable due to a NAVITAIRE controlled communication line.

An example of a “High” System Error might include:

•

Cannot change any airline schedules through Schedule Manager.

•

Cannot load new fares through Fares Manager.

•

Unable to generate confirmation itineraries for Internet customers.

•

Settlement files are delayed by one day in being sent to the settlement bank.

An example of a “Medium” System Error might include:

•

Slow system response for specific tasks.

9.3.3

Emergency Response Procedure. In the event of a Customer Emergency, the NAVITAIRE Support Centre may be contacted for assistance, according to the procedures outlined in Section 5.4 of this Exhibit.

9.3.4

NAVITAIRE Support Communication Targets. For High, Medium, and Low IPRs, NAVITAIRE will set the response times as response target times, and these will be measured during the initial months of the Hosted Reservation Services. NAVITAIRE’s resolution targets are provided in the Support User Guide, available on NAVITAIRE’s Customer Care web site.


	IPR Severity Classification and Response Targets
Customer Communication	High	Medium	Low
Acknowledgement and Initial Routing	4 hours	24 hours	48 hours
Updates	Customer will receive electronic notification whenever data is needed or incident is resolved, status changed, or notes updated.

9.4

System Changes

9.4.1

associated downtime. This function is responsible for coordinating and controlling all change administration activities (i.e., document, impact, authorize, schedule, implementation control), and determining if and when a change will be implemented in the enterprise environment.

9.4.2

Enhancements. An “Enhancement” is a request for a new report or application or an improvement to an existing application related to usability, performance, additional functionality, or flexibility, Enhancements will be logged in the Software Change Request (SCR) schema in Remedy. Such requests can be in response to:

Mandates controlled by external third parties including governments, governing industry bodies such as International Air Transport Association [IATA], Société Internationale de Télécommunications Aéronautiques [SITA], or airport authorities. Examples include:

•

Taxes, fees, security issues, immigration.

•

Airport technology issues that impact airlines such as bag tag, Common Use Terminal Emulator (CUTE), or CUBE.

Customer requests that are initiated through a direct request, user conference, or through Customer’s NAVITAIRE Account Manager. Examples include:

•

Competitive advantage.

•

improved passenger services.

•

Specific client requirements.

•

Improved business management.

Internal requests that are initiated through the sales cycle, Technology, Development, or NAVITAIRE line of business. Examples include:

•

Cost reduction initiatives.

•

Product obsolescence.

•

Corporate business plan objective.

9.4.3

Urgency Classifications for Enhancements. Enhancements will be assigned a priority according to the criteria in the table below. If there is a disagreement as to the priority of the requested Enhancements, these will be decided between NAVITAIRE Account Manager and Customer Account Liaison. If this cannot be resolved at this level, it will be escalated to the respective Executive Sponsors for determination


Customer Urgency		Description
Very High (Emergency)	A requirement from a business critical third party or other outside influence such as an airline buyout, purchase of another airline, a new government regulation, or a requirement that cannot be completed in a manual nature without severe negative impact. Such requests are Urgent only if a third party controls the requirement, it is non-discretionary to the customer, and the third party places an immediate time constraint on the customer. Note: Documentation from the governing entity, which clearly states the nature of the requirement, the time frame allowed for implementation, and the penalties for noncompliance may be required. Due to the nature of an Emergency request, we expect to receive no more than 2-3 such requests per month. Every attempt will be made to meet the established regulatory deadline communicated in these instances; however should the deadline be compromised NAVITAIRE will communicate specific issues that may make this deadline unattainable with an estimate of when it can be completed. Examples: Adding Security Watch – a government or industry requirement that would inflict severe financial penalties if not met and demanded a quick implementation. Adding the EURO as a form of currency – a specific governmental requirement that was dictated to the customers and demanded a quick implementation.
High	A requirement from a business critical third party or outside influence such as an airline buyout, purchase of another airline, a new government regulation, or a requirement that cannot be completed in a manual nature without severe negative impact, but DOES NOT have an immediate time constraint placed on the customer by the third party.
	Note:	Such requests are classified as High to prevent them from becoming Very High/Emergencies. A new business requirement that cannot be completed in a manual nature without severe negative impact. Such requests are not Emergencies because the request is discretionary to the customer.
	Examples:	Printing French Itineraries for domestic French flights – a governmental requirement that provided sufficient time to respond to the need. Changing to a new bank – a customer-driven requirement that is critical to customer daily operations.
Medium	Supports all required Hosted Services System operations; the request is required eventually but could wait until a later release if necessary. Would enhance the product, but the product is not unacceptable if absent. More of a want than a need, but would provide benefit to the customer.
	Examples:	Adding support for additional auxiliary services, such as car-hire or insurance. Adding support of seat assignment capability for Computerized Reservation System (CRS) bookings. Adding new check-in commands or short-cuts that would save time and effort for the agents. Adding new features or functions in the Irregular Operations (IROP) program to increase efficiency of passenger handling.
Low	A functional or quality enhancement that corrects an aesthetic problem or improves usability from the customer’s perspective. It does not greatly affect or alter core functionality.
	Examples:	Enabling a pop-up message of “Are you sure” for bags weighing > 100Kg. Adding the ability to alter the ‘flow’ of the SkySpeed booking process as a user configurable option. Adding support for additional languages for SkySpeed (localization). Adding more feeds (imports or exports) to third party packages for data sharing. Making minor adjustments to screen layouts or design to increase readability. Adjusting reports to increase readability and decrease questions to support.

9.4.4

System Errors. A System Error occurs when functionality that is included in the NAVITAIRE product user documentation is currently not working on Customer’s site in the manner that it is described in the documentation that shall be reasonably up to date.

Note: The Customer must refer to the documentation that matches the version of software they are running. If Customer wants a feature that is not currently included in their software version, but the feature is included in a later software version, Customer must upgrade their software to that version to be able to take advantage of the new features and functionality.

System Errors detected during testing in the Customer’s test environment should also be logged through Remedy with a reference to the test database code. NAVITAIRE will respond to all Emergency IPRs for the test environment within five (5) business days.

No failure of any reconfiguration by Customer of a Configurable Template shall be deemed to be or can create a System Error.

9.4.5

Releases. NAVITAIRE software changes are bundled into work units called releases. The type and content of each release will vary according to criteria listed in the chart below.


Criteria	Releases
Criteria	Major	Minor	Emergency
Driven by	Strategy and product direction	Bug fixes to previous releases of software	Severity 1 bug fixes or emergency enhancements
Target content	Enhancement – 60% Bug Fix – 25% Emergency – 15%	Enhancement – 25% Bug Fix – 60% Emergency – 15%	Enhancement – 0% Bug Fix – 0% Emergency – 100%
Description	Changes in the architecture, to the database, or that affect many different products in the NAVITAIRE product suite	Bug fixes, new reports, new stand-alone programs or features. Data structure changes that do not impact, the database or architecture	Critical changes to the software stemming from Severity 1 bug fixes or emergency enhancements
Approximate schedule	Annual	Quarterly to monthly	As needed or in the next available release
Implementation requirement	Downtime as required.	Downtime as required.	Downtime as required.

9.4.6

Release Stabilization Period. Following a Major Release as defined in Section 9.4.5 of this Exhibit, Hosted Services System performance for all or some of the Minimum System Availability Targets are subject to a reduction to ninety five percent (95%) during periods of time identified as Stabilization Periods. A Stabilization Period is defined as follows:

•

As used herein, the term “Stabilization Period” means the first thirty (30) days following a Major Release. During the Stabilization Period incidents related to the functionality added for a particular third party service in the release that are directly related to that third party service are exempted from the Service Levels performance target. The Stabilization Period will not apply to Major Release ‘sub-releases’ or fixes.

During this time NAVITAIRE will work with Customer to periodically evaluate and refine the service level measures applicable to such third party service offerings,

9.5

Notification of Increased Usage. As previously stated in Section 4.3 of this Agreement, Customer agrees to use commercially reasonable efforts to provide NAVITAIRE with the designated advance notice of significant volume increases, according to a NAVITAIRE defined process.

9.6

Service Levels Reporting

9.6.1

General. Regular, standardized Service Levels reporting provides a common denominator, which measures and evaluates service performance. This provides a basis on which conclusions can more easily be drawn as to the actual Service Levels achieved. NAVITAIRE will monitor and measure performance of specified Service Levels items and send a Monthly Performance Report to Customer for review and approval. The report will be structured for Customer’s internal use and metrics will be generated and distributed on a monthly basis.

9.6.2

Report Information

•

Monthly Performance Report. The NAVITAIRE Account Manager will submit a Monthly Performance Report by the sixth business day of the subsequent month following the Reporting Period to the Customer Account Liaison. The report will contain the monthly indicator of Service Levels statistics and will be transmitted via email unless otherwise requested by the Customer. The report will also summarize all Interrupted Service Reports for the Reporting Period.

•

Interrupted Service Report. The NAVITAIRE Account Manager will provide an Interrupted Service Report, created by the Global Support Centre, following an outage or Interrupted Service. This report will summarize circumstances, identified cause (if known)

and will outline any identified corrective action. Each Interrupted Service Report will be given a tracking number for reference on the Monthly Performance Report.

9.6.3

Report Follow Up. If Customer has any questions or objections to the report, they will notify their NAVITAIRE Account Manager within ten (10) business days of receiving the report and NAVITAIRE shall respond within ten (10) business days of notification. If the parties cannot agree on the measurements reported, the matter will be escalated to the respective Executive Sponsors, and, if still unresolved, will be escalated as outlined in Section 19.5 of this Agreement (dispute resolution procedures).

9.7

Review and Correction

9.7.1

NAVITAIRE Account Manager Review. In addition to Support Centre Support and Emergency services, the NAVITAIRE Account Manager will coordinate a teleconference with the Customer Account Liaison within twenty-four (24) hours of the Interrupted Service to discuss the details outlined in the Interrupted Service Report and to update the Customer on any identified cause or status. The NAVITAIRE Account Manager will close the Interrupted Service Report with the Customer Account Liaison upon final report of identified cause and any outline of corrective action.

9.7.2

Executive Review. Upon the request of the NAVITAIRE or Customer Account Liaison, an Executive Sponsor teleconference and a further escalation to the CEO or President level of each company may be made depending on the severity of the Interrupted Service.

9.8

Remedies and Corrective Action. The remedies and corrective action described below will be applied with respect to each Reporting Period, which commences sixty (60) days following completion of Implementation Services. Conflict and Exhaustion of Provisions as stated at the beginning of this Exhibit will apply to this Section,

9.8.1

Corrective Action. The NAVITAIRE Account Manager shall monitor corrective action and report to the Executive Sponsors. In the event that Minimum System Availability Targets are not met during the Reporting Period, the NAVITAIRE Account Manager shall initiate corrective action during the subsequent Reporting Period. NAVITAIRE shall, at its own expense, use commercially reasonable efforts to correct the deficiency in order to meet future Minimum System Availability Targets.

9.8.2

Failure Notification. Upon a second failure of NAVITAIRE to meet Minimum System Availability Targets, the issue shall be escalated to the CEO or President level of each company. Customer may notify NAVITAIRE, in writing, of the failure to meet Minimum System Availability Targets. Upon receipt of such notice, NAVITAIRE will begin reporting System Availability in weekly Reporting Periods and

will communicate to Customer within five (5) business days and in writing the status of improvement in performance. Subject to the remaining terms hereof, if NAVITAIRE fails to meet the Minimum System Availability Target for the Hosted Reservations Services in any given calendar month (Reporting Period) in any consecutive twelve (12) month period, NAVITAIRE will provide Customer a credit of the Monthly Recurring Service Fees for such month according to the following schedule:

(i)

First Month Service Level is missed – ***** of the Monthly Recurring Service Fees for the Hosted Reservations Services as multiplied by the applicable percentage of outage as detailed in Section 9.2.1 of this Exhibit A.

(ii)

Second Month Service Level is missed – ***** of the Monthly Recurring Service Fees for the Hosted Reservations Services as multiplied by the applicable percentage of outage as detailed in Section 9.2.1 of this Exhibit A.

(iii)

Third Month Service Level is missed – ***** of the Monthly Recurring Service Fees for the Hosted Reservations Services as multiplied by the applicable percentage of outage as detailed in Section 9.2.1 of this Exhibit A.

(iv)

Fourth Month Service Level is missed – ***** of the Monthly Recurring Service Fees for the Hosted Reservations Services as multiplied by the applicable percentage of outage as detailed in Section 9.2.1 of this Exhibit A.

Additionally, in the event that the NAVITAIRE fails to meets a 2 ^nd tier of the Minimum System Availability Target, which is ninety nine point five (99.5%), an additional ***** of the Monthly Recurring Service Fees for the Hosted Reservations Services will be added to the applicable credit due Customer as defined above.

Additionally, in the event that the NAVITAIRE fails to meets a 3rd tier of the Minimum System Availability Target, which is ninety eight percent (98%), an additional ***** of the Monthly Recurring Service Fees for the Hosted Reservations Services will be added to the applicable credit due Customer as defined above.

If NAVITAIRE fails to meet the Minimum System Availability Target for the Hosted Reservations Services for ***** or more months in any twelve (12) month period, Customer may terminate this Agreement in accordance with Section 5.2.1 of the Agreement hereof. Additionally, NAVITAIRE will use commercially reasonable efforts to work with Customer and its selected vendor to move the data to another reservation system vendor, charging the Customer for time and materials.

***** Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission.

EXHIBIT B

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HOSTED REVENUE MANAGEMENT SERVICES – SKYPINE

EXHIBIT C

NAVITAIRE CONTACTS

NAVITAIRE agrees to provide contacts for the following areas. Customer should use these contacts as necessary. Customer contact with non-authorized NAVITAIRE personnel may result in direct Consultation Fees as described in Exhibits A, B and F.

1	NAVITAIRE Global Support Centre Contact

The following number is to be utilized as described in Exhibits A, B and F:

(U.S.) Telephone: (800) 772-3355 4414

2	NAVITAIRE Account Manager

NAVITAIRE agrees that the following individual is authorized to communicate with the Customer on behalf of NAVITAIRE with respect to account management, project funding, performance, and other commercial issues with respect to the Hosted Reservation Services:


Name:		Phone:

Title:		Fax:

Address:		E-mail:

3	NAVITAIRE Account Executive Sponsor

NAVITAIRE agrees that the following individual is responsible for Executive Sponsorship and for business issue escalation:


Name:		Phone:

Title:		E-mail:

Address:

4	NAVITAIRE Account Technical Sponsor

NAVITAIRE agrees that the following individual is responsible for Technical Sponsorship and for Emergency escalation:


Name:		Phone:

Title:		E-mail:

Address:

5	NAVITAIRE Financial Contacts

Customer may contact the NAVITAIRE Finance Department at the following regarding payments, invoices or other financial issues:


Name:	Julie Madigan	Phone:	(612) 317-7503

Title:	Director, Finance	E-mail:	julie.madigan@navitaire.com

Fax:	(612) 317-7070

Name:	Gordon Evans	Phone:	(801) 947-7878

Title:	Vice President	E-mail:	gordon.evans@navitaire.com

Fax:	(801) 947-7801

EXHIBIT D

CUSTOMER CONTACTS

NAVITAIRE agrees to use the following for its initial and primary contacts with the Customer.

1	Customer Emergency Contact

Customer agrees that the following number is available and will be answered after-hours for NAVITAIRE’s use in case of an emergency related to the Hosted Services. Failure for NAVITAIRE to obtain an answer from this Emergency Contact will prevent NAVITAIRE from providing support during an emergency. This may cause the system to be unavailable until such time that a Customer Emergency Contact may be reached.

Telephone:

2	Customer Account Liaison

Customer agrees that the following individual is authorized to communicate with NAVITAIRE and make decisions on behalf of Customer with respect to account management, project funding, performance, payment, and other commercial issues with respect to the Hosted Services:


Name:		Phone:

Title:		Fax:

Address:		E-mail:

3	Customer Revenue Management Contact (if applicable)

Customer agrees that the following individual is authorized to communicate with NAVITAIRE and make decisions on behalf of Customer with respect to Hosted Revenue Management Services. If no Customer Revenue Management Contact is listed in this Section, NAVITAIRE will contact the Customer Authorized Support Contact(s) in Section 5 in this Exhibit.


Name:		Phone:

Title:		E-mail:

Fax:

4	Customer Executive Sponsor

Customer agrees that the following individual is responsible for Executive Sponsorship and for Emergency escalation:


Name:		Phone:

Title:		E-mail:

Fax:

5	Customer Authorized Support Contact(s)

Customer may designate up to two (2) primary Customer Authorized Support Contacts. The Customer Authorized Support Contact(s) shall be the only persons authorized to access the NAVITAIRE telephone and Internet technical support systems, as described in Exhibits A, B and F on behalf of Customer.


Name:		Phone:

Title:		E-mail:

Fax:

Name:		Phone:

Title:		E-mail:

Fax:

In addition, Customer may designate up to two (2) individuals that will act as alternates for the Customer Authorized Support Contacts. The designated alternate(s) for the Customer Authorized Support Contact(s) are:


Name:		Phone:

Title:		E-mail:

Fax:

Name:		Phone:

Title:		E-mail:

Fax:

6	Customer Financial/Accounts Payable Contact

Customer agrees that the following individual(s) is(are) the proper accounting contacts to whom all invoices and accounting documents will be delivered. These contacts will see to the timely payment of all invoices for services rendered under this Agreement.


Name:		Phone:

Title:		E-mail:

Address:

7	Customer Revenue Accounting Contact (if applicable)

Customer agrees that the following Individual is authorized to communicate with NAVITAIRE and make decisions on behalf of Customer with respect to Hosted Revenue Accounting Services. If the Customer Revenue Accounting Contact is listed in this Section, NAVITAIRE will contact the Customer Authorized Support Contact(s) in Section 5 in this Exhibit.


Name:		Phone:

Title:		E-mail:

Fax:

EXHIBIT E

POWERED BY NAVITAIRE ^® MARK

The following terms and conditions shall apply to Customer’s use of the Powered by Navitaire Mark (the “Mark”), as described in Section 4.10 of this Agreement.

1	Use of the Mark

Customer agrees to and shall acknowledge and credit NAVITAIRE by using the Mark. Such requirements are more specifically outlined in Section 2 herein.

2	Guidelines for Using the NAVITAIRE Wired Mark

2.1

Sizing and Placement Requirements. Custom shall reasonably use the Mark to credit NAVITAIRE as follows:

2.1.1

NAVITAIRE will provide Customer with digital reproductions of the Mark in approved colors (including black and white) and sizing for use by Customer. The Mark may not be redrawn, typeset, altered or visually modified or distorted in any manner unless approved by NAVITAIRE in writing.

2.1.2

The Mark may only be used to indicate access to the Hosted Services System, specifically the SkySales ^® products or any publicly available application (e.g. web page, kiosk, etc.) which uses the NAVITAIRE Application Program Interfaces (APIs) for booking, check-in or flight information purposes.

2.1.3

Suggested sizing of the Mark is 115 pixels in width, and the proportions of the Mark shall be reasonably preserved. NAVITAIRE will provide modified digital marks for applications larger than 115 pixels in width.

2.1.4

The Mark should be placed on a contrasting background so that the Mark is clearly visible against its background.

2.1.5

A minimum amount of empty space must be left between the Mark and other objects on the screen. The Mark must appear by itself, with a suggested spacing of 20 pixels between each side of the Mark and other graphics imagery (typography, photography, illustrations, etc.) on the page.

2.1.6

Customer shall not combine the Mark with any other feature including, but not limited to, other marks or logos, words, graphics, photos, slogans, numbers, design features, or symbols.

2.1.7

Individual graphic elements of the Mark may not be used as design features on the travel product, travel product packaging, documentation, collateral materials, advertising, or for any purpose other than as permitted herein.

2.1.8

The Mark is an official mark and shall at all times remain the property of NAVITAIRE. The Mark includes graphic elements and accompanying words. The Mark shall always be expressed as an integrated whole.

2.1.9

NAVITAIRE may change the Mark or substitute a different mark at any time; provided however that NAVITAIRE provides ninety (90) days prior written notice.

2.2.0

Color Treatment. Approved Mark colors (included in the Mark as supplied by NAVITAIRE) are:

2.2.1

Two Color Applications. The Mark must be used in the colors supplied by NAVITAIRE, which are medium blue for “Powered by Navitaire” and light blue for the ‘swoosh’ below the NAVITAIRE portion of the graphic.

2.2.2

Black and White Applications. An all black Mark or an all white Mark may be used if this color scheme is more compatible with Customer’s website branding.

2.3

Location. The Mark shall appear on all booking and information pages associated with SkySales booking products or on any publicly available application (e.g. web page, kiosk, etc.) which uses the NAVITAIRE Application Program Interfaces (APIs) for booking, check-in purposes and as otherwise specified by NAVITAIRE.

2.4

Quality Control

2.4.1

NAVITAIRE reserves the right to conduct spot checks on the travel product to ensure compliance with this policy.

2.4.2

Customer must correct any deficiencies in the use of the Mark within ten (10) business days after receiving notice from NAVITAIRE.

2.4.3

NAVITAIRE reserves the right to terminate Customer’s license to use the Mark and, if necessary, take action against any use of the Mark that does not conform to these policies, infringes any NAVITAIRE intellectual property or other right, or violates other applicable law.

3	License Grants and Restrictions

3.1

NAVITAIRE hereby grants to Customer a worldwide, non-exclusive, non-transferable, royalty-free, revocable, personal right to use the Mark solely in conjunction with the travel product in the manner described in the guidelines set forth in Section 2 of this Exhibit, and as may otherwise be reasonably prescribed by NAVITAIRE from time to time, subject to the terms and conditions of this Agreement and this Exhibit.

3.2

All rights not expressly granted reserved by NAVITAIRE. Customer acknowledges that nothing in this Exhibit shall give it any right, title or interest in the Mark or any part thereof, other than the license rights granted herein. Customer may not use or reproduce the Mark in any manner whatsoever other than as described in Section 2 of this Exhibit.

3.3

Customer agrees that it will not at any time dispute or contest: (a) the validity of the Mark or any registrations of the Mark, whether now existing or hereafter obtained; (b) the exclusive ownership by NAVITAIRE, its successors or assigns, of the Mark or of any registrations of the Mark, whether now existing or hereafter obtained; (c) the exclusive ownership by NAVITAIRE of the present and future goodwill of the business pertaining to the Mark; or (d) NAVITAIRE’s right to grant to Customer the rights and privileges conferred by the foregoing license.

4	No Further Conveyance

Customer small not assign, transfer or sublicense any right granted herein in any manner without the prior written consent of NAVITAIRE.

EXHIBIT F

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HOSTED WEB SERVICES

EXHIBIT G

HOSTED REVENUE ACCOUNTING SERVICES

Conflict and Exhaustion of Provisions

1	Definitions

As used in and for purposes of this Exhibit, the following terms shall be defined as set forth in this Exhibit. In the event that there exists any conflict between a definition set forth in this Exhibit and in any definition contained within Section 1 of the Agreement, the definition set forth in this Exhibit shall control.

1.1

Customer Revenue Accounting Contact has the meaning set forth in Exhibit D.

1.2

Direct Consultation has the meaning set forth in Section 5.5 hereof.

1.3

Executive Sponsors has the meanings set forth in Exhibits C and D.

1.4

Support Centre means the NAVITAIRE facility that accepts phone and Internet based Customer support tool service requests related to Hosted Services.

1.5

Scope Analysis has the meaning set forth in Section 3.5 hereof.

1.6

System Error has the meaning set forth in Section 10.1.1 hereof.

2	Scope of Services

NAVITAIRE will provide certain services and support functions during the term of this Agreement related to the Hosted Revenue Accounting Services and related applicable products. The Hosted Services System infrastructure capacity will be established and configured for Customer’s operations based on flight segment volume estimates provided by Customer. NAVITAIRE will provide:

X	SkyLedger Hosted Revenue Accounting Services, including:

•

PNR XML, Credit Shell XML, Voucher XML, Agency Billing and Commissions XML and the Flight Following XML from the NAVITAIRE Hosted Reservation Services.

•

Creating account posting data for the events related to the XML input files.

•

Providing a reporting capability from the summary journal level with a drill down capability to the PNR level.

•

Providing the ability to map accounting events to airline specified general ledger accounts.

•

Providing an output file for the airline to create an electronic interface to the general ledger.

5	No Endorsement

5.1

Customer may not use the Mark in any way as an endorsement or sponsorship of the travel product by NAVITAIRE.

5.2

Customer shall not use the Mark in any manner that disparages NAVITAIRE or its products or services, infringes any NAVITAIRE intellectual property or other rights, or violates any state, federal or international law.

6	Termination

6.1

NAVITAIRE reserves the right at its sole discretion to terminate or modify Customer’s license to use the Mark at any time.

6.2

Customer may terminate its use of the Mark by: (a) terminating the Agreement as permitted therein; and (b) terminating Customer and/or Users access to the Hosted Services System.

6.3

Upon termination of the Agreement, any and all rights and or privileges to use the Mark shall expire and use of the Mark shall be discontinued.

7	The Mark


NOTE:		The Mark above is depicted for print clarity, The required minimum size of 115 pixels in width is smaller than the above depiction.

Customer will be responsible for transferring data from the Hosted Revenue Accounting Services to Customer’s general ledger. Such functionality is specifically excluded from NAVITAIRE’s Hosted Revenue Accounting Services.

3	Implementation Services

3.1

Data Center Implementation Services. NAVITAIRE will configure, install, activate, and test the necessary data center hardware and software for providing the Hosted Revenue Accounting Services to the Customer. Unless otherwise specified, these services do not include communication circuits, wireless data services, or any remote communication devices, including routers or network hardware. Client personal computers, workstations, or other Customer devices connected to the Hosted Services System are the responsibility of the Customer and must meet the minimum specifications as required by NAVITAIRE.

3.2

Virtual Private Network (VPN) Connectivity. If Customer desires to use a virtual private network (VPN) for connectivity to Hosted Revenue Accounting Services, NAVITAIRE will evaluate such a request to determine the viability of the use of a VPN connection for either a primary or back-up data circuit. After review, NAVITAIRE will advise Customer if the request is approved and any cost which may apply, provided, however, that NAVITAIRE will fully document any cost for which it will seek reimbursement under the foregoing, and the additional fee that will apply.

3.3

Network Configuration and Design Services. NAVITAIRE will supply recommended technical diagrams and will advise Customer on required network hardware requirements for client portion of application, as necessary. Customer shall have internal or third party network expertise available for the installation and configuration of their required network.

3.4

System Integration Services. As Customer uses the NAVITAIRE Hosted Reservation Services, NAVITAIRE will integrate daily reservations activity XML extract files from NAVITAIRE Hosted Reservation Services into the Hosted Revenue Accounting Services.

During the implementation of the Hosted Revenue Accounting Services and before production use of such services, NAVITAIRE will assist in the assessment of the transfer of the general ledger output file from the Hosted Revenue Accounting Services application. The Customer shall be responsible for the cost of modifying or replacing any third party systems including hardware and software. For future integration services, NAVITAIRE will, upon request, provide an estimate, however, any services will be provided on a time and materials basis.

3.5

Scope Analysis

3.5.1

NAVITAIRE will conduct a Scope Analysis to gather information on Customer’s desired use of the Hosted Revenue Accounting Services and outline functional capabilities of the Hosted Services System. During the Scope Analysis, NAVITAIRE will work with Customer to conduct a business process review that will define the scope of the implementation project. The Scope Analysis deliverable will be a statement of work, which defines project scope, project plan, project schedule, including NAVITAIRE and Customer responsibilities, used to determine the Target Date.

3.5.2

The Hosted Revenue Accounting Services installation process will include:

•

Set up of physical and database environments

•

Data import services

•

Initialization of the Hosted Revenue Accounting Services software

•

Import/load of reference and historical data

•

Technical and functional testing

•

User Training

•

Conversion plan

During the Scope Analysis phase, these will be incorporated into an implementation work plan with input from Customer.

3.6

Customer Site Services. NAVITAIRE will assist Customer with the testing of the required telecommunications connection between the NAVITAIRE data center and the designated Customer facility. Customer shall be responsible for the cost of troubleshooting or connecting the Customer’s internal network. Additional technical support for on-site assistance after the initial conversion for production use of the Hosted Revenue Accounting Services shall be quoted on a project basis at the request of the Customer using the rates as outlined in Section 9.3 of this Exhibit G.

3.7

Initial Training Services. NAVITAIRE will supply the following training and Customer agrees to participate in such training for the Hosted Revenue Accounting Services:

3.7.1

Up to a maximum of three (3) days which may be attended by up to a maximum of three (3) Customer employees at the NAVITAIRE corporate offices located in Minneapolis, Minnesota or other location as mutually agreed. Training phases will include a follow up review of two (2) days approximately sixty (60) days after going live with the Hosted Revenue Accounting Services. If Customer desires on-site initial training, Customer will be responsible for providing the training site, all required computer hardware, stable technical environment, and any related expenses including NAVITAIRE trainer(s) travel and out-of-pocket expenses. All training will be conducted in English.

Topics will include the revenue accounting concepts used in the Hosted Revenue Accounting Services, user and administrative features and functions. Customer must complete basic computer familiarization and Windows training for all trainees prior to the initial training. As Customer is contracting to use the NAVITAIRE Hosted Reservation Services, and the Hosted Revenue Accounting Services uses the data extracts from this system, trainees must also have completed a basic course on the features and functions of the Hosted Reservation Services.

3.7.2

Customer will be provided an electronic copy of the manual in Adobe Acrobat (PDF) format for download via the NAVITAIRE web site. Technical specification and technical reference manuals are for internal NAVITAIRE use only, unless otherwise specified in this Agreement or by other arrangement. All materials provided by NAVITAIRE are in the English language unless otherwise specified within this Agreement.

3.8

Project Reporting

3.8.1

During the course of Implementation Services, the NAVITAIRE Hosted Revenue Accounting Services Project Manager will coordinate status reporting with the NAVITAIRE Hosted Reservation Services Project Manager. Following completion of installation of the Hosted Reservation Services, the NAVITAIRE Hosted Revenue Accounting

Services Project Manager will provide Customer with status on the remaining Implementation Services for Hosted Revenue Accounting Services as follows: (a) Weekly Project Plan Update and Status Report: (b) Weekly Updated Issues/Resolution List; and (c) Executive Summary.

(a)

Weekly Project Plan Update and Status Report. Weekly status reports will be transmitted to Customer each Monday during the provision of Implementation Services. This report will include updated status on the process and an updated project plan. A list of the following week’s tasks and goals will be included in the report.

(b)

Weekly Updated Issues/Resolution List. Weekly updated issues/resolution lists will be forwarded to Customer on the same schedule as the Weekly Project Plan Update and Status Report. The Issues/Resolution List will include specific additional items discovered in the project analysis, or critical issues that deserve heightened priority apart from the project plan. The Issues/Resolution List will include the task, party responsible, date, open/close status, priority, and date of closed task. Every issue will be given a priority relative to a mutually agreed priority with Customer. Priorities will be ranked 1 - 5, 1 being most critical. Below is a description of each priority:

•

Priority 2 – High. Issues included in this priority may affect the Target Date and require resolution prior to the completion of conversion services.

•

Priority 3 – Medium. Issues included in this priority are not required prior to completion of conversion services, but must be finished prior to the end of Implementation Services.

•

Priority 5 – Excluded. These items are deemed excluded and are either unnecessary or may be addressed in a business process change or work-around.

(c)

3.9

Implementation Services Time Frame

3.9.1

Beginning on the Effective Date of this Agreement, NAVITAIRE agrees to work with Customer, using commercially reasonable efforts, to plan, coordinate, and to make progress toward completion of the required Implementation Services within the time frame preceding the Target Date. NAVITAIRE further agrees to initiate, mutually with the Customer, project-scope-analysis and project-planning communication to establish the final schedule for Implementation Services. Depending on requirements for the loading of data included in the four XML Input files outlined as Interface Files in Section 7 below, into the Hosted Revenue Accounting Services and conversion, the project timeline and Target Date for Implementation Services of Hosted Revenue Accounting Services will be determined as part of the implementation project plan.

During the course of planning discussions related to this Agreement, NAVITAIRE acknowledges the Target Date as requested by the Customer for completion of applicable portions of Implementation Services. The Target Date for completion of implementation Services is no later than four (4) weeks after the first date that passengers are checked in at the airport using the Host Reservation Services. NAVITAIRE and Customer will detail dependencies of the project plan, in order to confirm the Target Date achievability.

3.9.2

NAVITAIRE recommends at least four (4) weeks of data included in the four XML Input files outlined as Interface Flies in Section 7 below, containing Customer’s open PNR data from NAVITAIRE’s Hosted Reservation Services, prior to activation and initialization of the Hosted Revenue Accounting Services. Open PNR data will include future flight segments as well as any past unflown segments which still have a positive remaining balance which have not been converted to a voucher or credit shell.

3.9.3

Typical timelines for implementation average four (4) months for full project implementation. The Hosted Revenue Accounting Services implementation process will be conducted in parallel with the NAVITAIRE Hosted Reservation Services implementation (if applicable), however, the Hosted Reservation Services conversion to production will normally precede the conversion of the Hosted Revenue Accounting Services implementation.

3.9.4

The NAVITAIRE Hosted Revenue Accounting Services implementation team will have an assigned project lead and central contact point that will interface with the Customer Revenue Accounting Contact during the Implementation Services period.

3.9.5

If Customer is implementing Hosted Reservation Services concurrently with the Hosted Revenue Accounting Services implementation, the NAVITAIRE Revenue Accounting project lead will communicate and coordinate with the primary Hosted Reservation Services project manager during the Hosted Reservation Services implementation effort. After Hosted Reservation Services conversion, the NAVITAIRE Revenue Accounting project lead will communicate status with the Customer Project Manager.

3.9.6

Upon completion of the Implementation Services as described in Section 3 of this Exhibit, NAVITAIRE will provide written notification to the Customer Revenue Accounting Contact or Customer Account Liaison named in Exhibit D of this Agreement.

4	Data Circuits

4.1

Primary and Backup Data Circuits. Customer shall be responsible for all telecommunication dedicated, dial-up, or wireless circuits used by Customer in connection with the transmission of data between the Hosted Services System and the Customer’s site(s), as stated in Section 4.9 of this Agreement. It is anticipated that Customer will use the same primary and back-up data circuits to transmit data for the Hosted Revenue Accounting Services as those used to support the delivery of the Hosted Reservation Services. Customer shall be responsible to ensure that the data circuits are capable of handling the additional data volume required for the Hosted Revenue Accounting Services. If Customer wishes to use any alternative arrangement to the Hosted Reservation Services data circuits, Customer must forward this request to NAVITAIRE for approval.

4.2

Facility Locations. The facility locations provided for in this Agreement are as follows:

•

The NAVITAIRE Hosted Revenue Accounting Services data center will be located in Minneapolis, Minnesota, USA.

•

The Customer’s primary facility will be located in Miramar, Florida, USA. The Customer will be permitted to move the primary facility upon reasonable notice to NAVITAIRE. Customer will be responsible for any costs incurred by NAVITAIRE due to the move of the Customer’s primary facility. The Customer will also be permitted to maintain one or more backup facilities in its discretion at Customer’s sole cost.

5	Included Support

5.1

Support Centre Support. NAVITAIRE will include English-speaking Support Centre Support via e-mail, Customer Internet support tool, or telephone. An up-to-date version of NAVITAIRE’s Support User Guide will be available to Customer on NAVITAIRE’s Customer Care web site.

The allotment of hours for included support is for the specified period only and may not be carried forward. Allotted monthly hours of Support Centre Support are not deducted for Emergencies, System Error reporting and use of the online support system. All other related hours are deducted in fifteen (15) minute increments with a minimum of fifteen (15) minutes per occurrence. This support is subject to the following levels:

5.1.1

Initial Support. Included in the first thirty (30) days following the implementation of Hosted Revenue Accounting Services, Customer is allotted, at no additional charge, a maximum number of included Support Centre Support hours as described in Exhibit G, Section 9.3. If Customer utilizes the Support Centre more than the allotted number of hours, the Support Fees in Section 5.3 hereof will apply.

5.1.2

Basic Support. After the expiration of initial support, Customer is allotted, at no additional charge, a maximum number of included Support Centre Support hours as described in Exhibit G, Section 9.3. If Customer utilizes the Support Centre more than the allotted number of hours, the Support Fees in Section 5.3 hereof will apply.

5.2

Hours – Non-Emergency. NAVITAIRE Support Centre Support for Hosted Revenue Accounting Services is available Monday – Friday, 7am – 7pm CDT/CST, excluding NAVITAIRE holidays (Christmas Eve, Christmas Day and New Year’s Day).

5.3

Support Rate. Charges for additional support hours exceeding the applicable initial or basic support for the Support Centre will be invoiced at the rate specified in Section 9.3 of this Exhibit.

5.4

Available Assistance. The NAVITAIRE Support Centre may be contacted for assistance. All services are in English, unless otherwise specified in this Agreement. This Section 5.4 outlines procedures for reporting Emergencies, errors, and requests.

5.4.1

Emergency. An Emergency is defined as the Hosted Revenue Accounting Services not functioning for the Customer due to an Interrupted Service. A Hosted Revenue Accounting Services Interrupted Service is defined as an outage due to:

•

NAVITAIRE controlled primary circuit network line being down,

•

NAVITAIRE controlled server or router being down, or

•

System Error,

which prevents the delivery of the daily Postings Report or the general ledger output file on the last day of the accounting period.


Note:		The Customer must refer to the documentation that matches the version of software they are running. If Customer wants a feature that is not currently included in their software version, but the feature is included in a later software version, Customer must upgrade their software to that version to be able to take advantage of the new features and functionality.

Interrupted Service due to Customer misuse of the Hosted Services System will incur Support Fees at the rate specified in this Exhibit, Section 9.3.

The Customer will be requested to call the Support Centre and report the Emergency, in English, to the representative, or if all representatives are busy with other calls, a message may be left in English on the voicemail response system, which will page an appropriate contact. A representative of NAVITAIRE will return the Customer’s call within fifteen (15) minutes with an acknowledgement and initial response to the Customer.

Provided the Emergency is due to an outage of the Hosted Revenue Accounting Services, NAVITAIRE will advise Customer regarding the status of the error or problem and the anticipated period to resolution. During normal business hours, both the NAVITAIRE Account Manager and Customer Account Liaison will be notified and briefed on the situation.

Customer is required to provide NAVITAIRE with an after-hours emergency contact number in Exhibit D, which will be answered by the Customer when called by the NAVITAIRE support representative.

5.4.2

Error Reporting. Customer may report an identified Hosted Revenue Accounting Services System Error at no additional cost through the Support Centre or the Internet based customer support facility.

5.4.3

Request Reporting. Customer may utilize the NAVITAIRE Internet support tool to contact the NAVITAIRE Support Centre electronically for the following service requests:

•

Enhancement Requests

•

New product concepts or requests

•

Additional training requests

•

Consulting services

These services are subject to the fees as described in Section 9.3 of this Exhibit and are accepted at the discretion of NAVITAIRE. If the request is accepted by NAVITAIRE, a price quote and time schedule will be generated. The Customer will then decide whether to authorize the work to be performed by NAVITAIRE.

5.5

Direct Consultation. Direct Consultation is defined as Customer-initiated contact directly to NAVITAIRE revenue accounting research & development personnel, thereby bypassing the NAVITAIRE Support Centre. The rates for Direct Consultation will also apply to any Customer issue which requires NAVITAIRE research & development personnel assistance that is not related to the resolution of a System Error. (Examples of this might include assistance with Customer’s non-standard data extracts or data queries, etc.) Direct Consultation will be invoiced at the applicable rate described in this Exhibit.

5.6

Third Party Interfaces

5.6.1

NAVITAIRE will only supply and support defined interfaces to third party systems utilized by the Customer if listed in this Section.

5.6.2

Unless third party software is incorporated into the Hosted Services System and indicated specifically in the specifications included in this Exhibit, neither NAVITAIRE nor such third party shall be liable for the performance or failure to perform of the other.

6	Scheduled Maintenance

The Hosted Revenue Accounting Services will be available to Customer for normal application operations Monday – Friday from 8:00 AM to 8:00 PM, local Customer time. The hours of 8:00 PM to 8:00 AM will be used by NAVITAIRE for daily processing, including updates, optimization and creation of scheduled reports. Saturdays and Sundays will be used by NAVITAIRE for software installations, database backups, database maintenance, operating system patches, third party software upgrades, hardware maintenance, and hardware upgrades. If Customer requires access to the Hosted Revenue Accounting Services outside of normally available hours, Customer may request additional access through an IPR, with at least one (1) business day’s advance notice. NAVITAIRE will make a concerted effort to minimize impacts of scheduled downtime during Customer’s normal business hours.

7	Hosted Revenue Accounting Services Functionality

The table below outlines the included functionality expected to be available in NAVITAIRE’s Hosted Revenue Accounting Services. This list may be expanded or modified in the future based upon new releases.


Hosted Revenue Accounting Services - SkyLedger
General Features
•		Captures financial events for NAVITAIRE reservation activity and relates the activity to the relevant financial accounting period.
•		Maintains a historical PNR, Voucher, and Credit Shell database with a separate version whenever a financial change occurs.
•		Provides periodic financial reporting with accounting period integrity.
•		Provides a financial audit trail for financial activity related to the life of each PNR.
•		Provides a financial audit trail for each accounting entry down to the specific transaction event detail.


•		Provides data retention for PNRs, Vouchers, Credit Shells and accounting details.
•		Includes a web based report creation tool which enables the user to create and view a set of reports.
•		Provides the ability to map accounting events to airline specified general ledger accounts for reporting or electronically interfacing to the airline’s general ledger system.
•		Provides financial detail in the airline’s designated “host” accounting currency without loss of the sales currency in the reporting data.
•		Provides the ability to re-map transactions and automatically reprocess those affected by the mapping changes.
•		Provides a pre-defined set of reports for critical accounting events with the flexibility of these reports being available in text, PDF, or Excel.
•		Provides simple proration of fare over each leg within a given through segment.
•		Provides flexibility to map account numbers to specific transactional data elements, e.g. aircraft type, tax code, or country code.
•		Accepts credit card settlement data at the PNR level from the Customer’s Payment Service Provider or NAVITAIRE’s Payment Service, performing accounting for settled and chargeback amounts.
•		Support accounting for multi-company structure when more than one airline operates within the Hosted Reservation system.
Reports
Accounting Reports
•		*Account Center Balance Report.** Displays account / center balances for each of the carrier’s accounts.
•		*Journal Entry Detail Report.** Displays account / center balances grouped by Journal Entry.
•		*Activity Balance Report.** Summarizes daily postings by account event / account type.
•		Account Mappings Report. Displays all relevant information related to an account mapping for a user-specified company code, effective period, account event and account type.
•		Bulk Mappings Report. Displays the contents of all lists available for the Bulk Mappings user interface.
•		Suspense Report. Displays account items that are currently in suspense.
Revenue Reports
•		*Revenue By Distance.** Displays base and gross revenue by seat mile/kilometer on a specific date or within a specified date range for flights between two cities.
•		*Revenue by Fare Class.** Displays revenue by fare class on a specific date or within a specified date range.
•		*Revenue by Flight.** Displays revenue by average seat mile/kilometer for individual flights.
•		*City Pair Load Factor.** Displays passenger totals, load factor, ASM, Revenue, RPM, yield, RASM, and other data by city pair as well as by individual flights serving each city pair.
•		*Earned / Unearned Revenue.** Displays information on earned and unearned revenue for flights between a designated city pair including analysis by booking date and equipment type.


•		*Route Profitability Report.** Displays a summary of revenue and costs by route. Costs must be entered through the Expenses User Interface before the report can be used.

Business Reports
•		*Credit Shell / Voucher Expiration.** Lists expired credit files, credit shells and vouchers for a specified time period.
•		*Fees and Discounts.** Displays fees and discounts, by currency and type, entered into the system.
•		*Tax History.** Displays information for selected tax payments.
•		*Payment Report.** Displays information about payments made against a PNR grouped by date, agent or type based on parameters specified.
•		*Flight Reconciliation Report.** Displays Flight Statistics and what has been received and accounted for within SkyLedger.
•		*Unearned Revenue Liability Report.** Displays all PNRs for which the total unearned revenue posted to the accounting detail database is not equal to the total amount of earned, no-show, and expired revenue. This report will provide the user with exposure to their unearned revenue liability (items sold, but not flown).
•		*Delta Report.** Displays all transactions for which the total debit and credit amount do not balance for the account specified by the user

Operational Reports
•		Extract Load Errors Report. Displays all transactions that could not be successfully loaded to the historical database.
•		*Reconciliation Report.** Daily report that is used to ensure all transactions listed on the historical database are also posted to the accounting detail database with the appropriate amounts. Only discrepancies between the historical and accounting database are displayed.
*indicates report drills down into one or more sub and/or detail reports.
Modules and Interfaces
Modules
•		PNR Load. Accept PNR XML from the NAVITAIRE reservation system and validate file, load to Temporary Database for further processing by Version History module.
•		Voucher Load. Accept Voucher XML from the NAVITAIRE reservation system and validate file, load to Temporary Database for further processing by Version History module.
•		Credit Shell Load. Accept Credit Shell XML from the NAVITAIRE reservation system and validate file, load to Temporary Database for further processing by Version History module.
•		Flight Following Load. Accept Flight Following XML from the NAVITAIRE reservation system and validate file, load to Temporary Database for further processing by Version History module.
•		Agency Billing and Commission Load. Accept Agency Billing and Commission file from the NAVITAIRE reservation system, validate file, and load to database.
•		Credit Card Settlement Load. Accept credit card settlement data from the Customer’s payment service provider, validate file, and load to database.
•		PNR Version History. Version incoming PNR and insert a control row to trigger action by the accounting generator.

•

Voucher Version History. Version incoming Voucher and insert a control row to trigger action by the accounting generator.

•

Credit Shell Version History. Version incoming Credit Shell and insert a control row to trigger action by the accounting generator.

•

Flight Following Version History. Version incoming Flight and insert a control row to trigger action by the accounting generator.

•

Accounting Generator. Generate accounting transactions based on prior versions of PNR, Voucher and Credit Shell comparing differences to determine what financial events have changed.

•

Account Mapping. Assign an account period, company code, journal entry, debit/ credit account/ center to a specific accounting transaction.

•

Remap Request. Identify and process the transactions that must be reversed and remapped as a result of modifications to the account mapping table.

•

Re-conversion Request. Identify and process the transactions that must be reversed and reposted as a result of modifications to the currency conversion rate table.

•

Account Reversal. Update the accounting detail table to reverse all accounting related to the transaction key provided.

•

Transaction Reconciliation. Ensure the accounting database is in sync with the historical transaction database.

•

Monthly Close Processing. Perform a variety of actions related to the close of an accounting period.

•

Simple Proration. Retrieve air miles for each leg within a given through segment and divide the fare among the constituent legs. Alternatively the square root of air miles can be used to divide the fare among the constituent legs.

•

Expiration. Generate accounting to relieve liability related to unused transactions (PNRs, Credit Shells, Vouchers) following a user-specified expiration period.

•

Purge. Delete fully-used, closed transactions from the historical and accounting databases following a user-specified retention period.

•

General Ledger Creation. Extract all accounting records in local and/or host currency on a daily or monthly basis to be fed via XML interface into the Customer’s General Ledger system.

Interface Files

SkyLedger is populated by the XML extract files provided by the NAVITAIRE reservation system. The main output of the SkyLedger system will be the general ledger feed, which supplies the data that can be interfaced into the Customer’s financial system. Please note that each of the interface files listed below has a standard file specification and all files accepted or created by the SkyLedger system must be formatted in accordance with these file specifications.

Inputs:

•

PNR XML. Daily XML Extract from the NAVITAIRE reservation system with PNR / Passenger information such as booking, flown, or payments.

•

Credit Shell XML. Daily XML Extract from the NAVITAIRE reservation system with Credit Shell information such as creation of, usage.

•

Voucher XML. Daily XML Extract from the NAVITAIRE reservation system with Voucher information such as creation of, usage.


•		Flight Following XML. Daily XML Extract from the NAVITAIRE reservation system with flight information such as origin, destination, or passenger counts.
•		Agency Data XML. XML extract from the NAVITAIRE reservation system with agent and contact information. This information is used to allow mapping by department and location for certain accounting events.
•		Agency Billing and Commissions File. Comma-delimited extract file from the NAVITAIRE reservations system with commission allocations at a PNR level (optional).
•		Credit Card Settlement XML. XML extract from the carrier’s payment service provider with credit card settlement information provided at the PNR level (optional).
•		PNR On Hold Extract File (Open Skies Only). Record Locators that were put on hold in the reservation system. Any associated accounting to these record locators is backed out since they are no longer valid bookings on the reservation side.
Outputs:
•		General Ledger Feed. Daily/Monthly general ledger feed out of SkyLedger to an Customer’s general ledger system to update the journal entry / account balances
User Interface
SkyLedger provides a user interface for: a) viewing and managing accounts, b) viewing journals and account mappings to allow customization accounts, and c) viewing journal entries to track how transactions are applied to those specific accounts. The following six user interfaces will be included in SkyLedger:
•		Accounts. The accounts user interface will be used to insert, update, and delete entries from the SkyLedger account table, center table, and company account center table. These tables in turn are used to validate entries to the SkyLedger account mapping table.
•		Journal Maintenance. The journal maintenance user interface will be used to insert, update, and delete entries on the SkyLedger journal entry table. This table in turn will be used to validate entries to the SkyLedger account mapping table.
•		Journal Approval. The journal approval user interface will be used to approve the debit/credit balance for each journal entry. Please note that this interface is intended to be used in conjunction with the SkyLedger journal entry detail report. Quality Assurance and management approval of a journal entry is required before data related to this journal entry may be bridged to the user via the automated monthly G/L feed (where the carrier has requested user-approval of the journal entry balance).
•		Mappings. The mappings user interface will be used to insert, update, and delete entries from the SkyLedger account mapping table. This table in turn will be used to assign a debit account/center and credit account/center to accounting transactions based upon the type of accounting event (account event/account code) and the specific characteristics of the transaction (mapping fields). The account mapping table also enables individual accounting transactions to be classified under the proper company code and journal entry.
•		Currency Maintenance. This user interface will allow the user to enter the exchange rate from each currency to the host currency at the company level with an effective date for each exchange rate.


•		Service Types. This user interface will allow the carrier to identify each service type and specify whether or not the revenue related to that service will be earned at the time of booking or the time of flight.
Revenue Accounting System Data Storage and Access
General Features
•		Online access for historical revenue accounting system data up to 12 months from current date.
•		Access to historical revenue accounting system data more than 12 months prior is available via archive database application or standard media (e.g. tape) stored offsite. Access to data more than 12 months prior is provided upon request through Internet based customer support facility at a price to be quoted upon receipt of such request.
Revenue Accounting System Add-On Functionality
Inbound Interline

SkyLedger can identify bookings associated with inbound interline and operating codeshare requests and consolidate the information for accounting and billing purposes. SkyLedger facilitates billing and settlement by creating invoices, reports and output files.
Additional Reports provided include:
•		Outward Billing Report. Displays revenue and billable tax information by flight and partner for interline transactions.
		Additional Interface files include:
•		Invoice Summary Report. Displays interline invoice summary information based on the ATA/IATA Interline Passenger Summary Invoice format.
•		Invoice Coupon Report. Displays interline invoice details based on the ATA/IATA Interline Passenger Summary Invoice format.
•		Billing File. This file is created by SkyLedger and contains invoice and transaction details for interline billable activity. File format is based on the Interline Data Exchange Centre (IDEC) format.
•		Passenger Reconciliation Data File. This file is created by SkyLedger and should be sent to the partner airline to advise them a flight has operated.
•		Web F12 File. This file is an electronic claims file created by SkyLedger containing Forms One and invoice details only and enables Clearing House members to electronically communicate with the Clearing House system in order to submit electronic Forms One and generate an electronic Forms Two.
•		Currency Conversion File. This file is required for SkyLedger. It can either be the IATA 5-day rate if settling through the clearinghouse, or a file of currency rates from Open Skies.
Additional User Interfaces provided include:
•		Interline Configuration. Allows an airline to configure various properties related to outward billing for each partner airline.

•

Billing Request. Enables the airline to request the creation and transfer of one or more outward billing files/reports.

•

ISC Detail Application. Allows an airline to specify specific ISC rates that apply at the segment level.

8	Customer Hardware, Software, Connectivity and Network Requirements

8.1

Software Use and Upgrades. Subject to Article 7.3 of the Agreement, Customer is required to maintain the latest version of supported NAVITAIRE and related third party software as directed by the NAVITAIRE Support Centre. Upon receipt of upgraded software, newer versions or software, or notification of third party software updates, Customer must update their software version(s) within thirty (30) days. Failure to complete the advised upgrades may result, at NAVITAIRE’s option, in the suspension of Included Support, as described in Section 5 of this Exhibit.

8.1.1

8.2

Equipment Specifications. The equipment specifications below outline the required, supported hardware and software necessary for the proper function and efficient operation of the Hosted Revenue Accounting Services and applicable products. Unless otherwise specified in this Section, the equipment and software listed below are the responsibility of the Customer. All specifications are subject to change, provided that not change may not place an unreasonable financial or operational burden on Customer. Customer will be provided with not less than sixty (60) days notice of incremental hardware upgrade requirements.

Hosted Revenue Accounting Services - SkyLedger

The Hosted Revenue Accounting Services is anticipated to be a browser based application. NAVITAIRE will advise Customer of supported web browser versions to access the Hosted Revenue Accounting Services no later than thirty (30) days prior to a required change.

Workstation:

•

Windows XP

•

Microsoft Office

•

2.0 gHz Intel Pentium 4 Processor with MMX (or higher)

•

512 MB RAM (or higher); AGP and PCI bus; 100-133 MHz FSB

•

17” Monitor minimum

•

Internet Explorer Version 6.0 or higher

•

100 MB Network Card (with 100 MB network, end to end)

Network Hardware, Software

•

Data Circuits: Customer must already have or must install the necessary equipment and circuits to support their primary revenue accounting site and any remote locations. NAVITAIRE requires a LAN/WAN network supporting TCP/IP protocols.


•		Routers, DSU/CSUs, and Modems: Customer should contact NAVITAIRE for recent information regarding supported routers and other network communication equipment.
•		IP Addressing: NAVITAIRE requires that all hosted Customers use Internet Registered IP addresses on all client workstations or devices that require connectivity to the Hosted Revenue Accounting Services. Alternatively, NAVITAIRE requires a NAT (Network Address Translation) router to be installed behind the NAVITAIRE gateway router. The NAT must then have the Internet Registered IP address.
•		Customer Provided Data Circuits: NAVITAIRE requires a review of the proposed primary or backup data circuit(s) prior to a third party agreement and installation. Where possible, NAVITAIRE will use reasonable effort to provide all necessary specifications and extend management of the data circuit as permitted by the Customer and the third party supplying the data circuit(s). If VPN connectivity is desired, VPN providers require NAVITAIRE approval.

8.2.1

Data Circuits. Customer must arrange and pay for necessary circuits for Hosted Revenue Accounting Services file transmissions. NAVITAIRE may act as the Customer’s agent to order and facilitate installation of these circuits upon written request by the Customer.

9	Fee Schedule

All fees in this Section are specified in USD.

9.1

Service Fees

9.1.1

Monthly Recurring Service Fees – Revenue Accounting Services/Products:


Year		Hosted Revenue Accounting Services SkyLedger
Year		Flat Monthly Fee
*****		*****

9.1.2

Settlement for Inbound Interline and Operating Codeshare Agreements

The SkyLedger functionality required to create the settlement data supporting inbound interline and operating codeshare agreements needs to be enabled for each interline or codeshare partner. Test data will be provided to the NAVITAIRE Customer partner to ensure the data is successful prior to going into production. NAVITAIRE will charge a flat fee per interline / codeshare partner to cover the cost of testing and sign-off by the partner airline:

Description

Fees

(Per Each Interline or Codeshare

Partner)

Settlement for Inbound Interline and Operating Codeshare Agreements

***** per Partner (pricing subject to change for any additional partner added after January 1, 2009)

***** Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission.

9.2

Implementation Fees


Product/Service Description		Implementation Fees* (Including Training)
Hosted Revenue Accounting Services		*****
Reporting Service Tool		*****

Implementation Fees exclude travel expenses and any new development.

9.3

Support Fees

Included Support is listed in this Exhibit G, Section 5.


Support Centre Support		Fees
Initial Support: During the initial support period, as defined in Section 5.1.1 of this Exhibit, Support Centre Support for Hosted Revenue Accounting Services is included in the initial support for Hosted Reservation Services as outlined in Exhibit A, Section 8.3.		*****
Basic Support: After the initial support period, Support Centre Support for Hosted Revenue Accounting Services is included in the basic support for Hosted Reservation Services as outlined In Exhibit A, Section 8.3.		*****
Additional Normal Hourly Support, Additional Training Requests, or Additional Development scheduled through NAVITAIRE: User support more than initial or basic support hours or as otherwise described in the Agreement.		*****

***** Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission.


Engineer Direct Support: Expert support for revenue accounting and Customer third party systems or interfaces as scheduled through the NAVITAIRE Support Centre.		*****
Direct Consultation Support: Customer initiated contact directly to NAVITAIRE research & development personnel and other direct consultation, thereby bypassing the NAVITAIRE Support Centre.		*****

9.4

Other Fees


Other Fees		Fees
Custom Programming		*****
Dedicated Account Management		*****
Business Process and Consulting Services		*****

9.5

Payment of Implementation Fees. Immediately upon signing this Agreement, all Implementation Fees are due and payable. The Implementation Fee due on signing is USD *****. Any remaining balances of all Implementation Fees are due and payable on the earlier of: (a) the first day of production use of the Hosted Revenue Accounting Services; or (b) the Target Date as detailed in this Exhibit G, Section 3.9.1 provided, however, that NAVITAIRE does not request a delay as described in this Exhibit G, Sections 9.6.2 and 9.6.4.

9.6

Fee Commencement after Implementation. The following four (4) scenarios will determine the commencement schedule for the monthly recurring Service Fees as outlined in Section 9.1 of this Exhibit and the due date for the remaining balances of the implementation fees:

9.6.1

Implementation by Target Date. Upon availability of the Hosted Revenue Accounting Services for use by Customer, effective on the Target Date as detailed in this Exhibit G, Section 3.9.1, all remaining implementation fees are due and applicable monthly recurring Service Fees will commence. These fees will commence regardless of actual use of Hosted Revenue Accounting Services or subsequent delay by Customer.

9.6.2

***** Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission.

the actual date of completion of Implementation Services or the new Target Date. NAVITAIRE will provide written notice of the new planned Target Date and outline remaining Implementation Services.

9.6.3

Requested Delay by Customer. In the event the Customer requests a delay in the completion of Implementation Services past the Target Date, remaining implementation fees are due and any monthly recurring Service Fees will remain effective. Such requested delay may result in rescheduling portions or all of the remaining Implementation Services to the next available timeframe as evaluated by NAVITAIRE, unless mutually agreed in writing otherwise.

NAVITAIRE reserves the right to apply additional implementation fees as are necessary when rescheduling the Implementation Services due to Customer request. All fees as described in the Agreement and Exhibit G, Section 9.2 are to be applied based on the scheduled Target Date.

9.6.4

10	System Errors and System Changes

10.1

System Errors

10.1.1

System Error Definition. A System Error occurs when functionality that is included in the NAVITAIRE product user documentation is currently not working on Customer’s site in the manner that it is described in the documentation.

Note:

Customer must refer to the documentation that matches the version of software they are running. If Customer wants a feature that is not currently included in their software version, but the feature is included in a later software version, Customer must upgrade their software to that version to be able to take advantage of the new features and functionality.

System Errors detected during testing in the Customer’s test environment should also be logged through the NAVITAIRE internet support tool with a reference to the test database code. NAVITAIRE will respond to all Emergency IPRs for the test environment within five (5) business days.

10.1.2

System Error Reporting. Customer may report an identified Hosted Revenue Accounting Services System Error at no additional cost using the Remedy IPR schema. A System Error is defined in Section 10.1.1 above.

10.1.3

System Error Classification. When Customer reports an IPR for a System Error, it will be assigned a priority based on the severity of the issue. These priorities will be assigned using the following table:


Impact Analysis	Business Functionality
	No loss of business function	Partial loss of business function. Work- around exists	Partial loss of business function. No work- around exists.	Complete loss of business function. Work- around exists.	Complete loss of business function. No work- around exists.
Immediate impact is significant. Affects many and/or critical users.	NA	Emergency	Emergency	Emergency	Emergency
Immediate impact is moderate. Affects few and/or non-critical users.	Low	Medium	High	High	Emergency
Immediate impact is marginal. Affects few or no users	Low	Medium	High	Medium	High

Examples of an “Emergency” System Error might include:

•

Hosted Revenue Accounting Services are totally unavailable due to NAVITAIRE controlled communication line.

•

Customer did not receive the daily Postings Report.

An example of a “High” System Error might include:

•

Reporting Services is not displaying data accurately.

An example of a “Medium” System Error might include:

•

Slow system response for specific tasks.

100

10.1.4

10.2

System Changes

10.2.1

Change Control. All events that impact application software, custom software, systems software, or hardware could be covered by Change Control. The Change Control process effectively plans and facilitates changes to the Hosted Revenue Accounting Services system, including ownership for mitigating problems that may occur with a change to minimize any associated downtime. This function is responsible for coordinating and controlling all change administration activities (i.e., document, impact, authorize, schedule, implementation control), and determining if and when a change will be implemented in the enterprise environment.

10.2.2

Enhancements. An “Enhancement” is a request for a new report or application or an improvement to an existing application related to usability, performance, additional functionality, or flexibility. Enhancements will be logged in the Support Centre Support tool. Such requests can be in response to:

(a)

(b)

Customer requests that are initiated through a direct request, user conference, or through Customer’s NAVITAIRE Account Manager. Examples include:

•

Competitive advantage

•

Improved passenger services

•

Specific client requirements

•

Improved business management

(c)

Internal requests that are initiated through the sales cycle, Technology, Development, or NAVITAIRE line of business. Examples include:

•

Cost reduction initiatives

•

Product obsolescence

•

Corporate business plan objective

10.2.3

101

Customer Account Liaison. If this cannot be resolved at this level, it will be escalated to the respective Executive Sponsors for determination.


Customer Urgency		Description
Very High (Emergency)	A requirement from a business critical third party or other outside influence such as an airline buyout, purchase of another airline, a new government regulation, or a requirement that cannot be completed in a manual nature without severe negative impact. Such requests are Urgent only if a third party controls the requirement, it is non-discretionary to the customer, and the third party places an immediate time constraint on the customer.
	Note:	Documentation from the governing entity, which clearly states the nature of the requirement, the time frame allowed for implementation, and the penalties for non-compliance may be required. Due to the nature of an Emergency request, we expect to receive no more than 2-3 such requests per year. Every attempt will be made to meet the established regulatory deadline communicated in these instances; however should the deadline be compromised NAVITAIRE will communicate specific issues that may make this deadline unattainable with an estimate of when it can be completed.
High	A requirement from a business critical third party or outside Influence such as an airline buyout, purchase of another airline, a new government regulation, or a requirement that cannot be completed in a manual nature without severe negative impact, but DOES NOT have an immediate time constraint placed on the customer by the 3rd party.
	Note:	Such requests are classified as High to prevent them from becoming Very High/Emergencies. A new business requirement that cannot be completed in a manual nature without severe negative impact. Such requests are not Emergencies because the request is discretionary to the customer.
Medium	Supports all required Hosted Services System operations; the request is required eventually but could wait until a later release if necessary. Would enhance the product, but the product is not unacceptable if absent. More of a want than a need, but would provide benefit to the customer.

102

Low

A functional or quality enhancement that corrects an aesthetic problem or improves usability from the customer’s perspective. It does not greatly affect or alter core functionality.

Examples: Adding more feeds (imports or exports) to 3rd party packages for data sharing.

Making minor adjustments to screen layouts or design to increase readability.

Adjusting reports to increase readability and decrease questions to support.

10.2.4

Releases. NAVITAIRE software changes are bundled into work units called releases. The type and content of each release will vary.

10.2.5

Month End Closure. SkyLedger operates with two (2) accounting periods open at all times. Prior to closing the accounting month end, Customers must ensure that following are managed:

•

All flights for that month have been set to “Close” within the NAVITAIRE Reservation system.

•

All no-show passengers on all flights for the month have been set to “No-Show”.

•

Balance in the SkyLedger Suspense account has been cleared to “Nil” balance or to a reasonable level.

Customers are required to close the accounting period within the first five (5) working days of the next month (e.g. July 2007 accounting month would be set to close by August 7 ^th , 2007). Customers are requested to log an IPR to request NAVITAIRE Operations to close the accounting month. For example:

•

July and August 2007 accounting periods are open

•

July accounting period is closed no later than Monday, August 7th, 2007

•

As soon as July 2007 is closed September 2007 accounting period will be open

In the event Customer has not requested the earliest accounting to be closed prior to the start of the third month (in the example above this is September 2007) the NAVITAIRE Operations will close the accounting period (July in the above example). The Customer will be provided 24 hours notice that the accounting period will be scheduled for closure. This is to ensure that September booking data can be loaded and accounting is generated without any delays.

If NAVITAIRE Operations confirms the accounting close is to be scheduled and the Customer does not accept this, the Customer will be responsible for any incurred costs associated with holding back and the loading of data for subsequent months. Effort is chargeable based on time and materials at the rates listed in Section 9.3 of this Exhibit.

103

AMENDMENT NO. 1 TO

NAVITAIRE HOSTED SERVICES AGREEMENT

This Amendment No. 1 to the NAVITAIRE Hosted Services Agreement (this “Amendment”), effective as of October 23, 2007, is entered into by and between NAVITAIRE Inc., a Delaware corporation (“NAVITAIRE”), and Spirit Airlines, Inc., a Delaware corporation (“Customer”). Initially capitalized terms used but not otherwise defined herein shall have the meanings assigned to such terms in the Agreement (as defined below).

A.	NAVITAIRE and Customer are parties to that certain NAVITAIRE Hosted Service Agreement dated as of February 28, 2007 (the “Agreement”), pursuant to which NAVITAIRE performs Hosted Services for Customer.

B.	Section 19.1 of the Agreement permits the parties to amended the terms and conditions of the Agreement provided such amendment is made in writing signed by the parties.

C.	NAVITAIRE and Customer desire to amend the terms of the Agreement as provided below.

Accordingly, and in consideration of the foregoing, and for other good and valuable considerations, the receipt and adequacy of which are hereby acknowledged, the parties hereby agree as follows:

1.	Amendment to add Data Store Products to the Agreement, as follows:

Scope of Services. Data Store Products are added to Section 2, Scope of Services, of Exhibit A.

Data Store Workbench

Functionality. The following functionality is added to Section 6, New Skies by NAVITAIRE Functionality Included in Hosted Reservation Services, of Exhibit A, as follows:

Data Store Workbench

General Features

¡ The Data Store Workbench (DSW) offers customers read only access to the Historical Operational Data Store (HODS) and Data Warehouse (DW) data, as well as read/write access to the Data Store Workbench (DSW) database, for custom reporting, extraction, transformation, and loading.

¡ Customers can create and store custom objects in the DSW database, located on the same physical server as the HODS and DW, but cannot create custom objects in or modify the HODS or DW data.

¡ The DSW database size is capped at 50GB.

¡ Database user privileges are limited to DDL_ADMIN.

¡ NAVITAIRE IT staff provides basic database administration services for the DSW Database which include standard data backup and recovery support.

¡ Job scheduling is not permitted on the DSW database server. If implemented, customers will host scheduling services on their servers at their location (e.g., SQL Server Integration Services packages).

¡ Standard New Skies reports continue to run against the HODS.

¡ NAVITAIRE provides the following services for the Data Store Workbench:

¡ Delivery of data committed to the New Skies database via replication articles, typically within thirty (30) minutes

¡ Transactional Data Integrity where the data committed to the New Skies database are replicated to the DS.

¡ Documentation includes the data model, training curriculum, and explanations of the data store architecture, replication, and support processes.

Note: This product is designed for light custom reporting and moving reservations data to another database, data warehouse, or other system outside of the New Skies environment for processing. Due to the detailed transactional nature of the data store database, this product does not support heavy data processing tasks. If replication to the HODS is delayed due to demanding user queries, NAVITAIRE reserves the right to abort such queries.

Services Fees. The following is added as Section 8.1.6, Monthly Recurring Services Fees – Data Store Products, of Exhibit A, as follows:

[6.2.26] [Navitaire Hosted Services Agmt – Amendment No. 1.pdf] [Page 1 of 3]

8.1.6

Monthly Recurring Service Fees – Data Store Products.


Description		Data Store Products
Description		Monthly Fee
Data Store Workbench		*****

Implementation Fees . The following is added to Section 8.2, Implementation Fees, of Exhibit A, as follows:

Data Store Products

- Data Store Workbench

*****

2.	Amendment to replace Section 3.10.3, of Exhibit A, in its entirety, as follows:

3.10.3

Data Import Services. NAVITAIRE will automatically convert and process 18 months of Customer’s historical PNRs into the Hosted Services System. If additional NAVITAIRE staff is required to perform the historical data conversion, all work will be billed on a time and materials basis using the standard Support Fees quoted in Section 8.3 of Exhibit A. Customer will be notified in advance prior to any such work being performed. The data conversion process will take place in three steps:

3.	Amend to replace Paragraph 3 of Section 4.3, of the Agreement, in its entirety, as follows:

NAVITAIRE normally provides Customer with three (3) months of on-line historical PNR data. Data storage requirements in excess of three (3) months are charged an additional service fee. Navitaire will provide Customer with a total of eighteen (18) months data storage capacity for completed travel historical PNR level booking activity detail available on-line and accessible from the Hosted System interfaces. The fees outlined in Exhibit A, Section 8.1.4 will apply to the additional fifteen (15) months of excess data storage capacity. Standard Support Fees quoted in Section 8.3 of Exhibit A shall apply for investigation of questions or issues logged regarding converted historical PNRs.

4.	Amendment to add Additional Test Environment to the Agreement, as follows:

Scope of Services . Additional Test Environment is added to Section 2, Scope of Services, of Exhibit A.

Additional Text Environment

Service Fees. The following is added as Section 8.1.7, Monthly Recurring Service Fees – Additional Test Environment, of Exhibit A, as follows:

***** Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission.

[6.2.26] [Navitaire Hosted Services Agmt – Amendment No. 1.pdf] [Page 2 of 3]

8.1.7

Monthly Recurring Service Fees – Additional Test Environment.

Description

Monthly Fee

Additional Test Environment

*****

Implementation Fees. The following is added to Section 8.2, Implementation Fees, of Exhibit A, as follows:

Additional Test Environment

*****

5.	No other Changes. Except as specifically amended by this Amendment, all other provisions of the Agreement remain in full force and effect. This Amendment shall not constitute or operate as a waiver of, or estoppel with respect to, any provision of the Agreement by any party hereto.

6.	Counterparts . This Amendment may be executed in one or more counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same Agreement.

7.	Successors and Assigns. This Amendment shall inure to the benefit of and be binding upon NAVITAIRE and the Customer and their respective successors, heirs, and assigns.

8.	Conflict of Provision. In the event that there exists a conflict between any term, condition, or provision contained within this Amendment, and in any term, condition, or provision contained within the Agreement, the term, condition, or provision contained within this Amendment shall control.

IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the day and year first above written.


By:		/s/ J. Dabkowski
Its:		Managing Director

CUSTOMER

By:		/s/ Scott Allard
Its:		VP, CIO

Airline: SPIRIT

***** Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission.

[6.2.26] [Navitaire Hosted Services Agmt – Amendment No. 1.pdf] [Page 3 of 3]

AMENDMENT NO. 2 TO

NAVITAIRE HOSTED SERVICES AGREEMENT

This Amendment No. 2 to the NAVITAIRE Hosted Services Agreement (this “Amendment”), effective as of May 15, 2008, is entered into by and between NAVITAIRE Inc., a Delaware corporation (“NAVITAIRE”), and Spirit Airlines, Inc., a Delaware corporation (“Customer”). Initially capitalized terms used but not otherwise defined herein shall have the meanings assigned to such terms in the Agreement (as defined below).

A.	NAVITAIRE and Customer are parties to that certain NAVITAIRE Hosted Service Agreement dated as of February 28, 2007 as amended, (the “Agreement”) pursuant to which NAVITAIRE performs Hosted Services for Customer.

B.	Section 19.1 of the Agreement permits the parties to amended the terms and conditions of the Agreement provided such amendment is made in writing signed by the parties.

C.	NAVITAIRE and Customer desire to amend the terms of the Agreement as provided below.

Accordingly, and in consideration of the foregoing, and for other good and valuable considerations, the receipt and adequacy of which are hereby acknowledged, the parties hereby agree as follows:

1	Amendment to add Work Orders to the Agreement, as follows:

Recitals. The following is added to the Recitals of the Agreement.

•

Navitaire, Inc., wholly owned by Accenture, is an airline technology services company, which provides various services such as hosted reservation and revenue management services to airline companies worldwide. Navitaire, Inc. will be the Service Provider for all NPS Services and Deliverables provided under this Agreement, if applicable.

Definitions. The following are added to Section 1, Definitions, of the Agreement.

•

Deliverables means Materials that are originated and prepared for by Customer by the Service Provider (either independently or in concert with Customer or third parties) and delivered to Customer during the course of the NPS Services under this Agreement, within the scope of a Work Order, as described in the Work Order form included in Exhibit H of this Agreement. Deliverables shall include NAVITAIRE Property.

•

Materials mean work product and other materials, including without limitation, reports, documents, templates, studies, software programs in both source code and object code, specifications, business methods, tools, methodologies, processes, techniques, solution construction aids, analytical frameworks, algorithms, know-how, processes, products, documentation, abstracts and summaries thereof.

•

NPS means Navitaire Professional Services, a division of NAVITAIRE that specializes in providing custom solutions to NAVITAIRE customers.

•

NPS Services means the services performed for Customer on a time and materials basis by the Service Provider within the scope of a Work Order, as described in the Work Order form included in Exhibit H of this Agreement.

Entire Agreement and Amendments. Section 19.1, Entire Agreement and Amendments, of the Agreement is replaced in its entirety with the following:

[6.2.27] [Navitaire Hosted Services Agmt – Amendment No. 2.pdf] [Page 1 of 8]

19.1

Entire Agreement, Amendments, and Work Orders. This Agreement and its Exhibits constitute the entire agreement between NAVITAIRE and Customer, and supersede any prior or contemporaneous communications, representations, or agreements between the parties, whether oral or written, regarding the subject matter of this Agreement. The terms and conditions of this Agreement may not be changed except by an amendment signed by an authorized representative of each party. Additional time and materials work to be performed under the commercial terms of this Agreement may be outlined in a Work Order, in a form similar to the example attached as Exhibit H, signed by an authorized representative of Customer and Service Provider. Without limiting the foregoing, both parties acknowledge that each may use preprinted forms, invoices, and/or other forms as it deems fit. The parties agree that, in the event of conflict between the text of such a form and this Agreement, the terms and conditions of this Agreement will prevail. No additional or different terms contained in any such form will be of any force or effect.

Exhibit H. Exhibit H, Work Order Terms and Form, is added to the Agreement, as shown as Attachment 1 to this Amendment.

2	No Other Changes. Except as specifically amended by this Amendment, all other provisions of the Agreement remain in full force and effect. This Amendment shall not constitute or operate as a waiver of, or estoppel with respect to, any provision of the Agreement by any party hereto.

3	Counterparts . This Amendment may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same Agreement.

4	Successors and Assigns. This Amendment shall inure to the benefit of and be binding upon NAVITAIRE and the Customer and their respective successors, heirs, and assigns.

5	Conflicts of Provisions. In the event that there exists a conflict between any term, condition, or provision contained within this Agreement, and in any term, condition, or provision contained within the Agreement, the term, condition, or provision contained within this Amendment shall control.

[Signature Page Follows]

[6.2.27] [Navitaire Hosted Services Agmt – Amendment No. 2.pdf] [Page 2 of 8]

IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the date set forth below:


NAVITAIRE INC.

By:		/s/ J. Dabkowski
Its:		Managing Director

Date: Dec 15, 2008

CUSTOMER

By:		/s/ Scott Allard
Its:		VP, CIO

Airline: Spirit

Date: 12/1/2008

[6.2.27] [Navitaire Hosted Services Agmt – Amendment No. 2.pdf] [Page 3 of 8]

ATTACHMENT 1

EXHIBIT H

WORK ORDER TERMS AND FORM

The purpose of this Exhibit H is to define additional Terms exclusively applicable to NPS Services and Deliverables and provide the Work Order form under which such NPS Services and Deliverables will be provided.

1	Additional Terms

1.1

Customer’s Operation and Use of Deliverables. Customer is responsible for its operation and use of Deliverables and for ensuring that the Deliverables meet Customer’s requirements.

1.2

Limited Warranties and Remedies

1.2.1

Notwithstanding anything contained in this Agreement, the following sections will apply to the NPS Services and Deliverables, in lieu of Section 10.2 of the Agreement.

1.2.2

NAVITAIRE warrants that its NPS Services will be performed in a good and workmanlike manner. NAVITAIRE agrees to re-perform any NPS Services not in compliance with this warranty brought to its attention in writing within thirty (30) days after those NPS Services are performed. Additionally, NAVITAIRE warrants that its Deliverables which are original content shall materially conform to their relevant specifications, for a period of thirty (30) days from delivery to Customer. NAVITAIRE agrees to correct any such Deliverable not in compliance with this warranty brought to its attention in writing within thirty (30) days after delivery of such Deliverable to Customer. THIS SECTION IS NAVITAIRE’S ONLY EXPRESS WARRANTY CONCERNING THE NPS SERVICES, ANY DELIVERABLES AND ANY WORK PRODUCT, AND IS MADE EXPRESSLY IN LIEU OF ALL OTHER WARRANTIES, CONDITIONS AND REPRESENTATIONS, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, INFORMATIONAL CONTENT, SYSTEMS INTEGRATION, NON-INFRINGEMENT, INTERFERENCE WITH ENJOYMENT OR OTHERWISE.

1.2.3

Exclusions. The NAVITAIRE warranties under Section 1.2.2 of this Exhibit do not apply to any noncompliance resulting from any: (a) Customer-Furnished Items; (b) use not in accordance with this Agreement or any applicable Work Order; (c) modification, damage, misuse or other action of Customer of any third party; (d) combination with any goods, services or other items provided by Customer or any third party to the extent that the noncompliance arises out of such combination with the Deliverables provided under this Work Order, or (e) any failure of Customer to comply with this Agreement or any applicable Work Order to the extent that the failure to comply by the Customer causes NAVITAIRE’s noncompliance. Further, NAVITAIRE does not warrant that the Deliverables or any other items furnished by NAVITAIRE under this Agreement or any Work Order are free from bugs, errors, defects or deficiencies. NAVITAIRE warrants that the Deliverable, when delivered to the Customer, shall not knowingly contain any virus, Trojan horse or self-replicating code.

1.2.4

Changes in Third Party Products. The NAVITAIRE warranty obligations in regard to a Deliverable will apply only where the version, release or model of any Third Party Product used in conjunction with such Deliverable is the same as that specified in the applicable Work Order.

[6.2.27] [Navitaire Hosted Services Agmt – Amendment No. 2.pdf] [Page 4 of 8]

1.2.5

Third Party Products. Except as otherwise agreed upon by the parties in writing (e.g., in the applicable Work Order), the warranties, obligations and liabilities of NAVITAIRE and the remedies of Customer with respect to Third Party Products or any other materials, tangible or intangible, provided by a third party in connection with this Agreement will be limited to whatever recourse may be available against the third party provider of such Third Party Products or materials and are subject to such additional restrictions and other limitations as may be set forth in the applicable Work Orders.

1.2.6

Customer-Furnished Items. NAVITAIRE MAKES NO WARRANTY WHATSOEVER, EXPRESS OR IMPLIED, WITH RESPECT TO ANY CUSTOMER-FURNISHED ITEMS.

1.2.7

Remedy. Customer’s sole and exclusive remedy for any claim arising out of the NPS Services and Deliverables shall be for NAVITAIRE, upon receipt of written notice, to use commercially reasonable efforts to re-perform the NPS Services or correct the Deliverables as stated above, or failing that, NAVITAIRE will return the fees paid to NAVITAIRE for the portion of the work related to the breach.

1.3

License.

1.3.1

Notwithstanding anything contained in this Agreement, the following section will apply to the NPS Services and Deliverables, in lieu of Section 7.1 of the Agreement.

1.3.2

After acceptance of a Deliverable by the Customer, and pending final payment, NAVITAIRE hereby grants to Customer a revocable, nontransferable, non-exclusive unpaid right and license to use, copy, modify and prepare derivative works of such Deliverable for purposes of Customer’s internal business only. Upon final payment, NAVITAIRE shall grant to Customer a perpetual, nontransferable, non-exclusive, paid-up right and license to use, copy, modify and prepare derivative works of the Deliverables, for purposes of Customer’s internal business only. All licenses granted will be subject to any restrictions applicable to any third party materials embodied in the Deliverables. To the extent any Deliverable contains NAVITAIRE Confidential Information, it shall be subject to Section 9 of the Agreement. All other intellectual property rights in the Deliverables shall consist of NAVITAIRE Property, as defined in Section 7.2 of the Agreement.

1.3.3

The License does not include the right to, and Customer will not directly or indirectly: (a) grant any sublicense or other rights to any Deliverables; (b) authorize any other party to grant any sublicense with respect to any Deliverables; (c) reverse engineer, disassemble or decompile any of the Deliverables or attempt to discover or recreate the source code to any Deliverables; or (d) remove, obscure, or alter any notice of copyright, trademark, trade secret, or other proprietary right related to the Deliverables.

[6.2.27] [Navitaire Hosted Services Agmt – Amendment No. 2.pdf] [Page 5 of 8]

2	Form of Work Order

[Customer]

WORK ORDER

IRP ######

PROJECT NAME: Project Name

NAVITAIRE TEAM: Navitaire Professional Services (NPS)

NAVITAIRE POINT OF CONTACT: [SAM, CAM, or IPM]

This Work Order is effective as of Month Day, 20XX and is entered pursuant to the , as amended, (the “Agreement”) by and between , a corporation (“NAVITAIRE”), and , a corporation (“Customer”), dated as of Month Day, 20XX. Unless this Work Order is fully-executed by both parties: (a) the estimated dates of performance and total dollar amount will expire forty-five (45) days after the effective date shown above; and (b) the work outlined herein will not commence.

Navitaire, Inc. wholly owned by Accenture, is the Service Provider for all NPS Services and Deliverables provided under this Work Order.

1.	Scope of Work. The following will be provided to Customer (on and/or off-site):

•

Plan

•

Analyze

•

Design

•

Build

•

Test

•

Assist Customer in resolving issues identified during QA and/or user acceptance testing results.

•

Deploy

•

Manage Project

•

A delivery manager will monitor project status on a weekly basis for the duration of the project.

•

A portfolio manager will monitor resource utilization, expenses, and billing statistics for the duration of the project.

•

Depending on the scope and duration of the project, status information may occasionally be documented and distributed to interested parties.

Out of Scope: Customer is responsible for the following:

•

Performing project management duties as required by Customer’s business needs.

•

Creating and executing QA test cases and performing user acceptance on the solution.

2.	Assumptions: The following assumptions are made:

•

Customer shall perform those tasks and fulfill those responsibilities specified in this Work Order (“Customer Responsibilities”) so that Service Provider can perform NPS Services and provide Deliverables. Customer understands that Service Provider’s performance is dependent on Customer’s timely and effective performance of Customer Responsibilities under this Work Order and timely decisions and approvals by Customer.

•

Service Provider shall be entitled to rely on all decisions and approvals of the Customer in connection with the NPS Services or Deliverables.

[6.2.27] [Navitaire Hosted Services Agmt – Amendment No. 2.pdf] [Page 6 of 8]

3.	NPS Services and Deliverables: The following NPS Services and/or Deliverables will be provided to Customer:

•

Payment: Customer agrees to pay NAVITAIRE for the total actual work performed under this Work Order and for NAVITAIRE’s expenses outlined in Section 6 below. The actual billable costs for this Work Order will be invoiced to Customer on a monthly basis, subject to the payment terms specified in the Agreement.

5.	Estimated Dates of Performance: [Project Duration – Month Day, Year – Month Day, Year]

The total effort estimated for this project by component:


Project Component	Hours	% of Total
Plan	0	0%
Analyze	0	0%
Design	0	0%
Build	0	0%
Test	0	0%
Deploy	0	0%
Manage Project	0	0%
ESTIMATED TOTAL	0	100%

A team of [Team Size (#)] resource(s) will begin this engagement on [Month Day, year] for [Duration in Weeks (#)] weeks. The date(s) listed are provided as an estimate only. Work may progress up to two (2) weeks beyond the estimated completion date without any further action required by either party. Work necessary beyond this date will require creation of new incident Problem Request (IPR) and Work Order.

Estimated Total Dollar Amount: $x,xxx USD:


Expense Component		Cost
Resources		$0
Travel and other related expenses		$0
ESTIMATED TOTAL		$0

This is a time and material s based Work Order. The hours and dollar amounts represent a good faith estimate based on information provided by Customer to the Service Provider. As such, the actual hours required to complete the NPS Services and Deliverables and/or the actual Travel and other related expenses may be more or less than the total estimated above.

[6.2.27] [Navitaire Hosted Services Agmt – Amendment No. 2.pdf] [Page 7 of 8]

7.	Planned Hosting Solution

¨ Customer Hosted

¨ NAVITAIRE Hosted

¨ N/A or covered in existing Hosted Reservation Services Agreement

If the proposed solution is to be hosted by NAVITAIRE and is not already included within the scope of the Agreement, an Amendment for the hosting services will be required.

IN WITNESS WHEREOF , the parties hereto have executed this Work Order as of the date set forth below.


Signed for and on behalf of						Signed for and on behalf of

CUSTOMER*						SERVICE PROVIDER

By:						By:



Name:						Name:



Title:						Title:



Company:						Date:



Date:

*Please indicate your agreement by signing and sending to:

NAVITAIRE, Inc.

Attn: Gordon Evans

Fax Number: (801) 947-7801

A fully-executed copy will be returned for your records.

[6.2.27] [Navitaire Hosted Services Agmt – Amendment No. 2.pdf] [Page 8 of 8]

AMENDMENT NO. 3 TO

NAVITAIRE HOSTED SERVICES AGREEMENT

This Amendment No. 3 to the NAVITAIRE Hosted Services Agreement (this “Amendment”), effective as of November 21, 2008, is entered into by and between NAVITAIRE Inc., a Delaware corporation (“NAVITAIRE”), and Spirit Airlines, Inc., a Delaware corporation (“Customer”). Initially capitalized terms used but not otherwise defined herein shall have the meanings assigned to such terms in the Agreement (as defined below).

A.	NAVITAIRE and Customer are parties to that certain NAVITAIRE Hosted Services Agreement dated as of February 28, 2007, as amended (collectively the “Agreement”), pursuant to which NAVITAIRE performs Hosted Services for Customer.

B.	Section 19.1 of the Agreement permits the parties to amend the terms and conditions of the Agreement provided such amendment is made in writing signed by the parties.

C.	NAVITAIRE and Customer desire to amend the terms of the Agreement as provided below.

Accordingly, and in consideration of the foregoing, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereby agree as follows:

1	Amendment to add APIS Quick Query “AQQ” to the Agreement, as follows:

Scope of Services. The following is hereby added to Exhibit A, Section 2, Scope of Services:

X APIS Quick Query “AQQ”

Functionality. The following is hereby added to Exhibit A, Section 6, New Skies by Navitaire Functionality Included in Hosted Reservation Services of the Agreement, as follows:

APIS Quick Query “AQQ”

General Features – APIS Quick Query

• Ability to request real-time automated screening and processing of passenger data prior to printing a boarding pass.

• Process can be invoked via:

• Web check-in

• Airport counter check-in

• Kiosk check-in

• IATC (Inter-Airline Through Check-in)

• Boarding Process

• Includes integration with SkySpeed, SkySales, Reporting, and core New Skies processing.

Note: Customer is responsible for negotiating and maintaining the appropriate agreements and any costs associated with the other host provider(s) for this connectivity.

Service Fees. The Monthly Recurring Services Fees – APIS Quick Query Connectivity Services/Products are hereby added to Exhibit A, Section 8.1.8 of the Agreement, as follows:

8.1.8

Monthly Recurring Services Fees – APIS Quick Query Connectivity Services/Products. (Applicable only if selected in Section 2 of Exhibit A.)


Description		APIS Quick Query Connectivity Services/Products
Description		Requires Base AVS Type B/Teletype
Monthly Infrastructure and Support Fee		***** minimum fee per month (includes 150,000 AQQ segments) ^*
Per Segment Transaction Fee		***** per segment above 150,000 AQQ segments

Any APIS Quick Query segment volumes collectively for all transactions above the included 150,000 AQQ segments will incur the additional Monthly Recurring Service Fees outlined in Section 8.1.8 above.

Note:

Any applicable message fees, segment fees or data circuits pertaining to the CRS/GDS and/or SITA/ARINC are the responsibility of the Customer.

Implementation Fees. The Implementation Fees in Exhibit A, Section 8.2, are amended to include the following:

Product/Service Description

Implementation Fees

(including Training)

APIS Quick Query “AQQ”

*****

Implementation Fee excludes travel expenses but does include the development fee. Implementation Fee will be invoiced to Customer upon signature of this Amendment.

2	Amendment to correct the Seasonality Allocation Schedule of the Agreement, as follows:

Seasonality Allocation Schedule . The two paragraphs immediately preceding the Seasonality Allocation Schedule and the Seasonality Allocation Schedule, located in Section 8.1.1 Recurring Service Fees – Core Services/Products, are hereby replaced in their entirety, as follows:

Customer may designate the seasonality allocation of the Annual Minimum Guarantee of Passengers Boarded over the Agreement year. For example, if the Customer specified seasonality allocation for month 1 is 10% and the Annual Minimum Guarantee of Passengers Boarded for that year is 7,000,000, the minimum monthly amount invoiced and due would be 700,000 multiplied by the applicable Per Passenger Boarded fee. If the actual Passengers Boarded is in excess of this number then the amount for actual number of Passengers Boarded will be invoiced.

***** Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission.

Customer may designate changes to the Seasonality Allocation Schedule once each year. Changes to the Seasonality Allocation Schedule will be made in writing and acknowledged by both parties. Unless the parties mutually agree otherwise, prior to March 31 of each year, the Seasonality Allocation for the upcoming year will remain unchanged. The minimum Seasonality Percentage for any given month will be six percent (6%) or higher. The Drop Down Rate will apply for Passengers Boarded in excess of the Number of Guaranteed Minimum Passengers Boarded per month, as detailed in the Seasonality Allocation Schedule.

Seasonality Allocation Schedule


Month	Guarantee Schedule for June 2008 – May 2009 Seasonality Percentage	Number of Guaranteed Minimum Passengers Boarded per month based on Annual Guaranteed Minimum Passengers Boarded (% multiplied by AMGPB) ^**	Minimum Monthly Fee
June	*****	*****	*****
July	*****	*****	*****
August	*****	*****	*****
September	*****	*****	*****
October	*****	*****	*****
November	*****	*****	*****
December	*****	*****	*****
January	*****	*****	*****
February	*****	*****	*****
March	*****	*****	*****
April	*****	*****	*****
May	*****	*****	*****

*	All passengers boarded in excess of these monthly minimum guarantees will be invoiced per terms described in Section 6.3 of this Agreement.

**	The total of this column will always equal the applicable year of Annual Minimum Guarantee of Passengers Boarded (AMGPB).

3	No Other Changes. Except as specifically amended by this Amendment, all other provisions of the Agreement remain in full force and effect. This amendment shall not constitute or operate as a waiver of, or estoppel with respect to, any provisions of the Agreement by any party hereto.

4	Counterparts. This Amendment may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same agreement.

5	Successors and Assigns. This Amendment shall inure to the benefit of and be binding upon NAVITAIRE and the Customer and their respective successors, heirs and assigns.

6	Conflict of Provisions. In the even that there exists a conflict between any term, condition, or provision contained within this Amendment, and in any term, condition, or provision contained within the Agreement, the term, condition, or provision contained within this Amendment shall control.

***** Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission.

IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the day and year first above written.


NAVITAIRE INC.

By:		/s/ S. Dabkowski
Its:		Managing Director



Date:		Jan 10, 2009



CUSTOMER

By:		/s/ Scott Allard
Its:		VP, CIO



Date:		Dec 17, 2008



Airline:		Spirit

AMENDMENT NO. 4 TO

NAVITAIRE HOSTED SERVICES AGREEMENT

This Amendment No. 4 to the NAVITAIRE Hosted Services Agreement (this “Amendment”), effective as of August 17, 2009, is entered into by and between NAVITAIRE Inc., a Delaware corporation (“NAVITAIRE”), and Spirit Airlines, Inc. a Delaware corporation (“Customer”). Initially capitalized terms used but not otherwise defined herein shall have the meanings assigned to such terms in the Agreement (as defined below).

NAVITAIRE and Customer are parties to that certain NAVITAIRE Hosted Services Agreement dated as of February 28, 2007, as amended by: (1) Amendment No. 1 dated as of October 23, 2008; (ii) Amendment No. 2 dated as of May 18, 2008; and (iii) Amendment No. 3 dated as of November 21, 2008 (the “Agreement”), pursuant to which NAVITAIRE performs Hosted Services for Customer.

B.	Section 19.1 of the Agreement permits the parties to amend the terms and conditions of the Agreement provided such amendment is made in writing signed by the parties.

C.	NAVITAIRE and Customer desire to amend the terms of the Agreement as provided below.

Accordingly, and in consideration of the foregoing, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereby agree as follows:

1	Amendment to add Secure Flight to the Agreement, as follows:

Scope of Services. The following is hereby added to Exhibit A, Section 2, Scope of Services:

X Secure Flight

Functionality. The following functionality is hereby added to Exhibit A, Section 6, New Skies by NAVITAIRE Functionality Included in Hosted Reservation Services. as follows:

Secure Flight

Interim Solution – Secure Flight for New Skies 2.3 r2 series

• Transmit Secure Flight Passenger Data (SFPD) using low-priority batch messages

• Ability to deliver passenger records to DHS in a series of batch messages, which will be processed seventy-two (72) hours prior to the scheduled time of departure for qualifying flights.

[6.2.29] [Navitaire Hosted Services Agmt – Amendment No. 4.pdf] [Page 1 of 4]

• Ability to generate messages for each booking, on each qualifying flight, that will contain full SFPD information as available in the reservation at that time. Transmission numbers and sequence numbers will not be used; however, PNR and passenger unique reference numbers will be included.

• Ability to pass flight information that will include host airline operational legs in a single New Skies journey.

• Batch responses from DHS will be accepted then dropped (boarding pass printing results will not be stored).

• Generate interactive transmission during check-in which will be used to obtain authorization for boarding pass issuance for all passengers.

• Ability to generate New Passenger messages per passenger for the host airline operational legs being checked in, including any lap infant accompanying the passenger.

• Ability to halt check-in of a passenger upon receipt of an Inhibited or Error response.

• Ability to allow agent to indicate photo ID has been verified for an additional attempt to obtain clearance.

• Accept and acknowledge unsolicited messages from DHS.

• Ability to accept unsolicited messages from DHS and generate an acknowledgement to DHS indicating the checked-in status of the passengers(s) contained within.

• Ability to inhibit boarding of passengers already checked in who receive a more restrictive boarding pass printing result in the unsolicited message.

• Ability to determine if APIS or SFPD documentation is required for an itinerary.

• Ability to accept or generate the appropriate SFPD as well as APIS data during AQQ processing, based on itinerary.

Monthly Recurring Service Fee. The Monthly Recurring Services Fees – Secure Flight Connectivity Services/Products are hereby added as Exhibit A, Section 8.1.9, as follows:

8.1.9

Monthly Recurring Services Fees – Secure Flight Connectivity Services/Products. (Applicable only if selected in Section 2 of Exhibit A.):


Description		Secure Flight
Description		Price per Service
Monthly Infrastructure and Support Fee		***** (includes up to the monthly minimum number of Passengers Boarded as provided for in the Seasonality Allocation Schedule*)
Per Passenger Boarded Transaction Fee		***** per Passenger Boarded above the included monthly minimum transactions

*	Section 8.1 (b) of the Agreement and Section 2 (a) of Amendment No. 3 to the Agreement contain further clarification of the Seasonality Allocation Schedule and the distribution of the number of guaranteed minimum Passengers Boarded per month.

***** Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission.

[6.2.29] [Navitaire Hosted Services Agmt – Amendment No. 4.pdf] [Page 2 of 4]

Note:

Any applicable message fees, segment fees or data circuit fees charged by a CRS/GDS/ARS and/or SITA/ARINC in connection with, or as a result of, the support of Secure Flight functionality, are the responsibility of Customer.

Implementation Fees. The Implementation Fees in Exhibit A, Section 8.2 are amended to include the following:

Product/Services Description

Implementation Fees

(Including Training)

Secure Flight – Interim Solution

***** Implementation Fee*

Implementation Fees includes: (a) up to a maximum of ***** hours of implementation support including project management, operations, NAVITAIRE system training, and support personnel; and (b) development costs. Implementation hours in excess of the included ***** hours will be invoiced to Customer on a time and materials basis. Development costs include the Unsolicited Message work, as documented in CR 125614. If additional development costs are incurred due to new requirements coming out of UAT and/or government testing, they will be invoiced to Customer on a time and materials basis.

Implementation Fee will be invoiced to Customer as follows:

Development Costs ***** and Implementation Costs *****: ***** will be invoiced to Customer and is due upon signature of this Amendment, ***** will be invoiced to Customer and is due upon upgrade of the test account, and the remaining ***** will be invoiced to Customer and is due upon upgrade of the production account.

Secure Flight implementation is dependent upon Customer obtaining required commercial agreements between system providers and contingent upon Customer’s prior upgrade to the required release of New Skies. If NAVITAIRE Project Management assistance is required for the upgrade to New Skies release 2.3 R2, it will be requested via the NAVITAIRE standard Work Order process and is billable to Customer on a time and materials basis.

2	No Other Changes. Except as specifically amended by this Amendment, all other provisions of the Agreement remain in full force and effect. This agreement shall not constitute or operate as a waiver of, or estoppel with respect to, any provision of the Agreement by any party hereto.

3	Counterparts. This Amendment may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same agreement.

4	Successors and Assigns. This Amendment shall inure to the benefit of and be binding upon NAVITAIRE and the Customer and their respective successors, heirs and assigns.

5	Conflict of Provisions. In the event that there exists a conflict between any term, condition, or provision contained within this Amendment, and in any term, condition, or provision contained within the Agreement, the term, condition, or provision contained within this Amendment shall control.

***** Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission.

[6.2.29] [Navitaire Hosted Services Agmt – Amendment No. 4.pdf] [Page 3 of 4]

IN WITNESS WHEREOF , the parties hereto have executed this Amendment as of the day and year first above written.


NAVITAIRE INC.

By:		/s/ J. Dabkowski
Its:		Managing Director

Date: August 28, 2009

CUSTOMER

By:		/s/ Craig Maccubbin
Its:		Chief Information Officer

Airline: Spirit Airlines

Date: 8-20-2009

[6.2.29] [Navitaire Hosted Services Agmt – Amendment No. 4.pdf] [Page 4 of 4]

AMENDMENT NO. 5 TO

NAVITAIRE HOSTED SERVICES AGREEMENT

This Amendment No. 5 to the NAVITAIRE Hosted Services Agreement (this “Amendment”), effective as of November 4, 2009, is entered into by and between NAVITAIRE Inc., a Delaware corporation (“NAVITAIRE”), and Spirit Airlines, Inc., a Delaware corporation (“Customer) initially capitalized terms used but not otherwise defined herein shall have the meanings assigned to such terms in the Agreement (as defined below).

NAVITAIRE and Customer are parties to that certain NAVITAIRE Hosted Services Agreement dated as of February 28, 2007, as amended by: (i) Amendment No. 1 dated as of October 23, 2008; (ii) Amendment No. 2 dated as of May 18, 2008; (iii) Amendment No. 3 dated as of November 21, 2008; and (iv) Amendment No. 4 dated as of August 17, 2009 (the “Agreement”), pursuant to which NAVITAIRE performs Hosted Services for Customer.

B.	Section 19.1 of the Agreement permits the parties to amend the terms and conditions of the Agreement provided such amendment is made in writing signed by the parties.

C.	NAVITAIRE and Customer desire to amend the Agreement as provided below.

Accordingly, and in consideration of the foregoing, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereby agree as follows:

1	Amendment to Add Advanced Passenger information System (APIS) to the Agreement , as follows:

Scope of Services . The following is hereby added to Exhibit A, Section 2, Scope of Services:

X Advanced Passenger Information System (APIS) – CARICOM

Functionality . The following functionality is hereby added to Exhibit A, Section 6, New Skies by NAVITAIRE Functionality Included in Hosted Reservation Services, as follows:

General Features – Advanced Passenger Information System (APIS)

• Ability to collect via travel document information from various sources during the booking process and at check-in APIS is supported in the following products:

• Call center applications (SkySpeed)

• Airport (SkyPort) via passport scanner or manual input

• API (Booking and shack-in)

• GDS

• Code-Share

• System supports document verification processes during check-in and passenger boarding (as required).

General Features – Advanced Passenger Information System (APIS)

• APIS date is transmitted via SITA/ARINC in UN-EDIFACT/PAXLST format with the following information

• Flight

• Passenger

• Travel Documents (mandatory and optional)

• Functionality is available in New Skies release 2.2 and higher.

Note: Customer is responsible for negotiating and maintaining the appropriate agreements and any costs associated with the other host provider(s) for this connectivity. Customer should also note that this APIS section refers to US message requirements. Other APIS may require some adjustment/development depending on any differences between US APIS and these other government APIS requirement.

NAVITAIRE may in some instances be precluded under governmental regulations and laws from providing this functionality in whole or in part.

Monthly Recurring Service Fees . The Monthly Recurring Services Fees — Advance Passenger Information System (APIS) Connectivity Services/Products are hereby added to Exhibit A, Section 8.1.10 of the Agreement, as follows:

8.1.10 Monthly Recurring Services Fees — Advance Passenger Information System (APIS) Connectivity Services/Products. (Applicable only if selected in Section 2 of Exhibit A.)




Monthly infrastructure and Support Fee		*****

Per Messages Transaction Fee		*****


*		Pricing is valid for the functionality described In Exhibit A, Section 5, in support of the Advanced Passenger Information System (APIS).

**		Any APIS message volumes collectively for all APIS transactions above the included fifty thousand (50,000) APIS messages will incur the additional Monthly Recurring Service Fees outlined in Section 8.1.10 above.

Note:		Any applicable message fees, segment fees or data circuit fees charged by a CRS/GDS/ARS and/or SITA/ARINC In connection with, or as a result of, the support of APIS functionality, are the responsibility of Customer.

***** Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission.

d) Implementation Fees . The Implementation Fees In Exhibit A, Section 8.2 are amended to Include the following:



Advanced Passenger Information System (APIS)		*****


*		Support for each country-specific APIS implementation requires initiation of an implementation project and may be subject to additional development Teas. Implementation Fees will be invoiced to Customer per the standard terms of the Agreement.

2	No Other Changes . Except as specifically amended by this Amendment, all other provisions of the Agreement remain in full force and effect. This Amendment shall not constitute or operate as a waiver of, or estoppel with respect to, any provisions of the Agreement by any party hereto.

3	Counterparts . This Amendment may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same agreement.

4	Successors and Assigns . This Amendment shall Inure to the benefit of and be binding upon NAVITAIRE and the Customer and their respective successors, heirs and assigns.

5	Conflict of Provisions . In the event that there exists a conflict between any term, condition, or provision contained within this Amendment, and in any term, condition, or provision contained within the Agreement, the term, condition, or provision contained within this Amendment shall control.

IN WITNESS WHEREOF , the parties hereto have executed this Amendment as of the – and year first above written.


NAVITAIRE INC.

By:		/s/ J.D. Dabkowski
Its:		Managing Director
Date:		February 8, 2010

CUSTOMER

By:		/s/ Craig Maccubbin
Its:		CIO
Date:		December 4, 2009
Airline		Spirit Airlines

***** Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission.


Hosted Services Agreement – Confidential		NAVITAIRE INC.

AMENDMENT NO. 6 TO

NAVITAIRE HOSTED SERVICES AGREEMENT

This Amendment No. 6 to the NAVITAIRE Hosted Services Agreement (this “Amendment”), effective as of February 1, 2010, is entered into by and between NAVITAIRE Inc., a Delaware corporation (“NAVITAIRE”), and Spirit Airlines, Inc., a Delaware corporation (“Customer”). Initially capitalized terms used but not otherwise defined herein shall have the meanings assigned to such terms in the Agreement (as defined below).

NAVITAIRE and Customer are parties to that certain NAVITAIRE Hosted Services Agreement dated as of February 28, 2007, as amended by: (i) Amendment No. 1 dated as of October 23, 2008; (ii) Amendment No. 2 dated as of May 18, 2008; (iii) Amendment No. 3 dated as of November 21, 2008; (iv) Amendment No. 4 dated as of August 17, 2009; and (v) Amendment No. 5 dated as of November 4, 2009 (the “Agreement”), pursuant to which NAVITAIRE performs Hosted Services for Customer.

B.	Section 19.1 of the Agreement permits the parties to amend the terms and conditions of the Agreement provided such amendment is made in writing signed by the parties.

C.	NAVITAIRE and Customer desire to amend the terms of the Agreement as provided below.

Accordingly, and in consideration of the foregoing, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereby agree as follows:

1	Amendment to add Secure Flight to the Agreement, as follows:

Functionality. The following functionality is hereby added to Exhibit A, Section 6, New Skies by Navitaire Functionality Included in Hosted Reservation Services. as follows:

Secure Flight

General Features – Secure Flight Solution for New Skies 3.2.x series

• Ability to collect Secure Flight Passenger Data (SFPD) through all booking channels and during the check-in process.

• Ability to create and transmit SFPD UN-EDIFACT messages to the United States Department of Homeland Security (US-DHS) message router for passengers.

• Ability to collect Gate Pass Holder information with subsequent creation and transmission of SFPD Gate Pass UN-EDIFACT messages to US-DHS message router prior to issuance of gate passes via SkyPort. The gate pass is a document issued to non-travelers, allowing them entry though airport security to a sterile area normally reserved for passengers.

• Ability to process US-DHS response messages by assigning boarding pass printing results and Electronic System for Travel Authorization (ESTA) status to the passenger.

• Ability to process US-DHS unsolicited messages by creating and transmitting acknowledgement messages to the US-DHS router.

• Ability to evaluate the Boarding Pass Printing Result and ESTA status during the check-in and boarding process.

• Ability to display the Boarding Pass Printing Result and ESTA status in SkyPort.

• Ability to perform batch and interactive transmission of SFPD messages during the Secure Flight transmission window (the 72 hours prior to departure).

• Ability to collect, store, and include Passenger Redress Number in SFPD messages.

• Ability to collect, store, and include Known Traveler Number in SFPD messages.

Note : Customer is responsible for negotiating and maintaining the appropriate agreements and any costs associated with the other host provider(s) for this connectivity.

Limitations and Exclusions – Secure Flight Solution for New Skies 3.2.x series

• Transmission of crew data is not supported.

• Domestic to domestic international flights for United States carriers (e.g. ORY to NCE).

• Ability to receive Passenger Redress number and Known Traveler number is not currently available via IATCI messaging.

• Additional industry or IATA requirements not specifically included above.


Hosted Services Agreement – Confidential		NAVITAIRE Inc.

Monthly Recurring Service Fees . The following note is added to Section 8.1.9, Monthly Recurring Services Fees – Secure Flight Connectivity Services/Products, of Exhibit A of the Agreement:

Note 2 :

Monthly Recurring Service Fees for Secure Flight include cost savings realized by leveraging the existing AQQ infrastructure. Should Customer request termination of the current AQQ commercial arrangements, whether voluntarily or by government mandate, the Monthly Recurring Service Fees for Secure Flight will be increased.

Implementation Fees . The Implementation Fees in Exhibit A, Section 8.2 are amended to include the following:

Product/Service Description

Implementation Fees

(Including Training)

Secure Flight - Full Solution

*****

Implementation Fee includes: (a) up to a maximum of ***** of implementation support including project management, operations, NAVITAIRE system training, and support personnel; and (b) development costs. Implementation hours in excess of the included ***** will be invoiced to Customer on a time and materials basis. If additional development costs are incurred due to new requirements coming out of UAT and/or government testing, they will be invoiced to Customer on a time and materials basis.

Implementation Fee will be invoiced to Customer as follows:

*****

Secure Flight implementation is dependent upon Customer obtaining required commercial agreements between system providers and contingent upon Customer’s prior upgrade to the required release of New Skies. If NAVITAIRE Project Management assistance is required for further upgrades to New Skies, it will be requested via the NAVITAIRE standard Work Order process and is billable to Customer on a time and materials basis.

2	No Other Changes. Except as specifically amended by this Amendment, all other provisions of the Agreement remain in full force and effect. This Amendment shall not constitute or operate as a waiver of, or estoppel with respect to, any provisions of the Agreement by any party hereto.

3	Counterparts. This Amendment may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same agreement.

4	Successors and Assigns. This Amendment shall inure to the benefit of and be binding upon NAVITAIRE and the Customer and their respective successors, heirs and assigns.

5	Conflict of Provisions. In the event that there exists a conflict between any term, condition, or provision contained within this Amendment, and in any term, condition, or provision contained within the Agreement, the term, condition, or provision contained within this Amendment shall control.

***** Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission


Hosted Services Agreement – Confidential		NAVITAIRE INC.

IN WITNESS WHEREOF , the parties hereto have executed this Amendment as of the day and year first above written.


NAVITAIRE INC.

By:		J. Dabowski
Its:		MANAGING DIRECTOR

Date: JUNE 9, 2010



CUSTOMER

By:		Craig Maccubbin
Its:		CIO

Airline: SPIRIT AIRLINES

Date: 4-9-2010


Hosted Services Agreement – Confidential		NAVITAIRE LLC

AMENDMENT NO. 7 TO

NAVITAIRE HOSTED SERVICES AGREEMENT

This Amendment No. 7 to the NAVITAIRE Hosted Services Agreement (this “Amendment”), effective as of August 31, 2010 (the “Effective Date”), is entered into by and between NAVITAIRE LLC, a Delaware limited liability company and legal successor to Navitaire, Inc. (“NAVITAIRE”), and Spirit Airlines, Inc., a Delaware corporation (“Customer”). Initially capitalized terms used but not otherwise defined herein shall have the meanings assigned to such terms in the Agreement (as defined below).

NAVITAIRE and Customer are parties to that certain NAVITAIRE Hosted Services Agreement dated as of February 28, 2007, as amended by: (i) Amendment No. 1 dated as of October 23, 2008; (ii) Amendment No. 2 dated as of May 18, 2008; (iii) Amendment No. 3 dated as of November 21, 2008; (iv) Amendment No. 4 dated as of August 17, 2009; (v) Amendment No. 5 dated as of November 4, 2009; and (vi) Amendment No. 6 dated as of February 1, 2010 (the “Agreement”), pursuant to which NAVITAIRE performs Hosted Services for Customer.

B.	Section 19.1 of the Agreement permits the parties .to amend the terms and conditions of the Agreement provided such amendment is made in writing signed by the parties.

C.	NAVITAIRE and Customer desire to amend the terms of the Agreement as provided below.

Accordingly, and in consideration of the foregoing, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereby agree as follows:

1	Settlement and Clarification of Invoices , as follows:

The parties have reached agreement to settle any and all issues related to the provision of services by NAVITAIRE to Customer accruing from February 28, 2007 to the Effective Date (the “Settled Issues”) by providing the accomodations listed in Sections 1 and 2 of this Amendment in consideration for Customer’s release provided in Section 7.

Invoice 1020007332. NAVITAIRE releases Customer from the obligation of paying the amount of ***** issued on June 10, 2010. This invoice is for the Secure Flight development fee, as per Amendment No. 6 of the Agreement.

Invoice 1020007377. Customer will pay in full to NAVITAIRE the amount of ***** issued on June 16, 2010. This invoice is for the New Skies 3.2 upgrade, as per Work Order 80224 of the Agreement.

Amounts Not Yet Invoiced . NAVITAIRE releases Customer from the obligation of paying the remaining amount that has not yet been invoiced for the a) New Skies 3.2 upgrade, as per Work Order 80224 of the Agreement (excluding travel expenses which remain payable by Customer) and b) Secure Flight Implementation, as per Amendment No. 6 of the Agreement. All other invoices will be paid by Customer as per the Agreement.

2	Amendment to reduce the Monthly Minimum Segment Guarantees, as follows:

Effective June 1, 2010 and continuing through May 31, 2013, NAVITAIRE will provide Customer with ***** Segment reduction per contract year. For each contract year, this will equate to ***** Segment reduction per calendar month for a total of ***** calendar months, while allowing Customer to maintain Seasonality Allocation Schedule as contemplated in Amendment 3.

For the purposes of clarification, the Annual Guaranteed Minimum Passenger Boarded “AMGPB” table found in Section 8.1.1 b) Recurring Service Fees – Core Services/Products in Exhibit A of the Agreement is hereby replaced in its entirety as follows:

***** Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission


Hosted Services Agreement – Confidential		NAVITAIRE LLC


Year		Annual Minimum Guarantee of Passengers Boarded “AMGPB”*
Year		(Passengers Boarded)

1 (June 1, 2008 – May 31, 2009)		*****

2 (June 1, 2009 – May 31, 2010)		*****

3 (June 1, 2010 – May 31, 2011)		*****

4 (June 1, 2011 – May 31, 2012)		*****

5 (June 1, 2012 – May 31, 2013)		*****

6 (June 1, 2013 – May 31, 2014)		*****

7 (June 1, 2014 – May 31, 2015)		*****

8 (June 1, 2015 – May 31, 2016)		*****

9 (June 1, 2016 – May 31, 2017)		*****

10 (June 1, 2017 – May 31, 2018)		*****

11* (June 1, 2018 – August 31, 2018)		*****

*	Contract year eleven (11) will be a partial year with an average of ***** Guaranteed Minimum Passengers Boarded per month.

3	Amendment to modify the Term of the Agreement, as follows:

Customer agrees to extend the Term of the Agreement by three (3) months. Section 5.1 Term, of the Agreement, is hereby deleted and replaced in its entirety as follows:

5.1

Term. Unless otherwise terminated earlier under this Section 5, this Agreement shall commence on June 1, 2008 and continue for an Initial Term of ten (10) years and three (3) months for the respective Hosted Services. This Agreement will renew automatically for two (2) additional one (1) year renewal terms unless one party provides written notice of termination to the other party at least ***** calendar days prior to the end of the initial or any renewal term. NAVITAIRE may increase the Service Fees payable by Customer with respect to any renewal term; provided that NAVITAIRE gives Customer written notice of such increase in Service Fees at least ***** prior to the end of the then current term, but otherwise the terms hereof shall likewise apply to each renewal term.

4	Amendment to provide Annual Service Credits, as follows:

Beginning on January 1, 2011 and continuing through December 31, 2013, NAVITAIRE will provide Customer with ***** per calendar year, for a total of ***** calendar years.

Service Credits can be used by Customer for Enhancements, Work Orders, Upgrades, and/or new product Implementation requests. Service Credits remaining at the end of each calendar year cannot be rolled over to the next calendar year and will be forfeited.

5	Amendment to add New Skies SAS70 reports to the Agreement, as follows:

NAVITAIRE will provide Customer with the annual New Skies SAS70 report, *****, for the remaining term of the Agreement beginning with the 2010 annual New Skies SAS70 report.

***** Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission


Hosted Services Agreement – Confidential		NAVITAIRE LLC

6	Amendment to add Third-Party Procurement as Section 19.7 of the Agreement, as follows:

19.7

Third Party Procurement. Both Accenture and Navitaire have alliance relationships with third party product and services vendors. As part of many such relationships, Accenture and Navitaire LLC are able to resell certain products and services and/or may receive compensation from vendors in the form of fees or other benefits in connection with the marketing, technical and other assistance provided by Accenture and/or Navitaire. Customer acknowledges that such relationships may be beneficial to Accenture and/or Navitaire LLC.

Customer Release of Claims. Upon execution of this Amendment No. 7 to the Agreement by both parties, Customer hereby agrees to fully and irrevocably waive any and all claims it may have against NAVITAIRE prior to the Effective Date, provided that Customer does not forfeit or waive any rights it may have under the Agreement associated with failures to meet the Minimum System Availability Target SLA by Navitaire prior to the Effective Date. For the avoidance of doubt, the parties agree that through the Effective Date there have been two (2) failures of NAVITAIRE to meet Minimum System Availability Target (January 2010 and March 2010) as described in Exhibit A Section 9.8.2. In consideration for the various credits and monthly minimum reductions to be provided by NAVITAIRE pursuant to this Amendment No. 7, Customer hereby waives and releases all rights, claims, demands, and causes of action, of any nature whatsoever, known and unknown, arising out of or related to NAVITAIRE’S services for Customer in connection with the Settled Issues.

8	No Other Changes. Except as specifically amended by this Amendment, all other provisions of the Agreement remain in full force and effect. This Amendment shall not constitute or operate as a waiver of, or estoppel with respect to, any provisions of the Agreement by any party hereto.

9	Counterparts. This Amendment may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same agreement.

10	Successors and Assigns. This Amendment shall inure to the benefit of and be binding upon NAVITAIRE and the Customer and their respective successors, heirs and assigns.

11	Conflict of Provisions. In the event that there exists a conflict between any term, condition, or provision contained within this Amendment, and in any term, condition, or provision contained within the Agreement, the term, condition, or provision contained within this Amendment shall control.


Hosted Services Agreement – Confidential		NAVITAIRE LLC

IN WITNESS WHEREOF , the parties hereto have executed this Amendment as of the day and year first above written.


NAVITAIRE LLC

By:		/s/ Illegible
Its:

Date:


CUSTOMER

By:		Craig Maccubbin
Its:		CIO

Airline: SPIRIT AIRLINES

Date: 8-31-2010

Exhibit 10.4

SIGNATORY AGREEMENT

(U.S. Transactions)


[6.2.36] [U.S. Bank – Signatory Agreement.pdf]		(U.S. Transactions)

SIGNATORY AGREEMENT

(U.S. Visa and MasterCard Transactions)

This Signatory Agreement, including the Schedules attached hereto (“this Signatory Agreement”) and together with the Master Terms of Service (“MTOS”) referenced below (“this Agreement”), dated as of May 21, 2009 (“Effective Date”), is by and between Spirit Airlines, Inc., a company organized under the laws of the state of Delaware having its place of business at 2800 Executive Way, Miramar, Florida 33025 (hereafter “Carrier”), and U.S. Bank National Association, a national banking association, acting as “Member” and “Servicer.” Carrier, Member and Servicer shall be collectively referred to as the “Parties” and individually each a “Party”. Capitalized terms used herein but not otherwise defined herein shall have the meanings ascribed to such terms in the MTOS attached hereto as Exhibit A and incorporated herein as provided in Section 1 below.

RECITALS

WHEREAS, Carrier, an air carrier engaged in the transportation of passengers by air, desires to make available to its customers a convenient means of purchasing air transportation, both on a current and time payment basis, through the use of Cards; and

WHEREAS, Member is a member of Visa U.S.A. Inc. and MasterCard International (collectively, the “Applicable Card Associations”) and is qualified to enter into contractual relationships with merchants such as Carrier who wish to honor Cards which bear the service marks of the Applicable Card Associations; and the Applicable Card Associations contemplate that Cards will be issued by financial institutions who are members in the respective systems and that such Cards will be honored by merchants who have signed agreements with member financial institutions;

WHEREAS, Servicer is qualified to provide the merchant processing services required in order to honor Cards; and

WHEREAS, Carrier has engaged Member and Servicer to process Transactions conducted in the United States of America (“Applicable Transactions”) on behalf of Carrier, and Member and Servicer have agreed to undertake such processing.

NOW, THEREFORE , for good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the Parties hereby covenant and agree to be bound as follows:

Section 1. Incorporation of MTOS . The MTOS are incorporated into and are a part of this Agreement and each Party acknowledges, affirms and agrees that it is bound by the terms of the MTOS. Each reference in the MTOS to “the Signatory Agreement” means this Signatory Agreement with Member and Servicer as named in the preamble hereof. Each reference in this Signatory Agreement, the MTOS or the Schedules hereto to “the Agreement” or “this Agreement” mean this Signatory Agreement, the MTOS and the Schedules attached hereto, which form part of this Agreement and shall have effect as if set out in full body of this Agreement, collectively.

Section 2. Processing Services . Carrier hereby requests that Member and Servicer process Applicable Transactions on behalf of Carrier and provide the services described in this Agreement, and Member and Servicer each agree to process, or cause to be


[6.2.36] [U.S. Bank – Signatory Agreement.pdf]		(U.S. Transactions)

processed, the Applicable Transactions and provide such services, or cause them to be provided, in compliance with the terms and conditions of this Agreement, the Operating Regulations and applicable requirements of law. Notwithstanding the foregoing or anything else to the contrary contained in the Agreement, if during the initial 120-day period following the Commencement Date (defined below) refunds to be submitted for processing under this Agreement on any day shall exceed ***** of all Transactions to be submitted for processing under this Agreement on such day, then, prior to the submission of such Transactions for processing, Carrier shall wire to Servicer an amount equal to the aggregate dollar amount that the refunds exceed the ***** limit. If Carrier fails to wire such amount, Member and Servicer may refuse to process any Transactions under this Agreement and may terminate this Agreement. Member and Servicer shall have no liability to Carrier if Member and Servicer elect not to continue to process Transactions under this Agreement as a result of an excessive number of refunds being submitted during such period.

Section 3. Commencement Date . Member and Servicer shall commence processing Applicable Transactions under this Agreement by July 1, 2009 (the “Commencement Date”).

Section 4. Effective Date . This Agreement shall become effective as of the Effective Date upon execution, and delivery to the other Parties, of this Signatory Agreement by each Party hereto, and delivery by Carrier of such resolutions, organizational documents and certificates as Servicer shall have requested, in its sole discretion.

Section 5. Applicable Country; Settlement Currency . The “Applicable Country” for this Agreement is the United States of America. All settlements with respect to Applicable Transactions shall be in U.S. dollars.

Section 6. Settlement Account . The Settlement Account for Applicable Transactions submitted under this Agreement shall be identified in writing by Carrier to Servicer from time to time.

Section 7. *****

Section 8. Effect of Insolvency Proceeding . Notwithstanding anything contained in the MTOS to the contrary, upon and after the occurrence of the commencement, whether by or against Carrier, of any bankruptcy, reorganization, or other proceeding under any bankruptcy, reorganization, or other insolvency law, Servicer may, at its option, require as a condition to the processing of any Applicable Transactions submitted to it relating to sales made by Carrier prior to or after the institution of such proceedings, the entry of an order by the court having the jurisdiction of any such proceeding, authorizing Carrier to issue, and Member and Servicer to process, Applicable Transactions for sales made by Carrier prior to or after the institution of such proceeding.

Section 9. Notices . All notices permitted or required to be sent pursuant to this Agreement shall be addressed as set forth below:

TO CARRIER: Spirit Airlines, Inc.

2800 Executive Way

Miramar, Florida 33025


[6.2.36] [U.S. Bank – Signatory Agreement.pdf]		(U.S. Transactions)

*****

Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission.


ATTENTION:		David Lancelot, Senior Vice President and Chief Financial Officer Fax: (954) 447-7967 or Email: david.lancelot@spiritair.com and David Bradford, Vice President and Treasurer Fax: (954) 447-7967 or Email: david.bradford@spiritair.com

With a copy to:		Spirit Airlines, Inc. 2800 Executive Way Miramar, Florida 33025

ATTENTION:		Thomas Canfield, Senior Vice President and General Counsel Fax: (954) 447-7854 or Email: thomas.canfield@spiritair.com

TO MEMBER:		U.S. Bank National Association Mail Station BC-MN-H22P 800 Nicollet Mall Minneapolis, Minnesota 55415

ATTENTION:		Credit Manager Telecopy: (612) 303-3653

TO SERVICER:		U.S. Bank National Association Mail Station BC-MN-H22P 800 Nicollet Mall Minneapolis, Minnesota 55415

ATTENTION:		Credit Manager Telecopy: (612) 303-3653

Section 10. Term . This Agreement shall become effective as of the Effective Date and continue in effect, unless earlier terminated pursuant to Section 14 of the MTOS for an initial term of two (2) years from the Commencement Date (the “Initial Term”); provided , that , this Agreement will automatically extend for an additional one (1) year after the Initial Term unless either party provides written notice to the other of its intent not to extend the Agreement for such additional year by giving written notice of such determination at least ninety (90) days prior to the expiration of the Initial Term.

Section 11. Role of Servicer . Notwithstanding the terms of this Agreement, Servicer (or any other Person to which Servicer may delegate functions or duties) with respect to functions and duties that may be performed by Member or by it, shall perform, or cause to be performed, all processing and operational functions under this Agreement for Carrier and interact with Carrier with respect to the same, including the remittance to Carrier of funds received from the Card Associations, if permitted by Operating Regulations, except that Member shall settle all Applicable Transactions with the Applicable Card Associations. Any requests or notices made by Carrier, all Sales Records and Credit Records to be submitted by it, and all reports, materials, information or notices to be provided by it, shall be sent, submitted or provided by Carrier to Servicer in satisfaction of any requirement to provide the same to Servicer and Member and shall not be sent, submitted or provided to

***** Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission.


[6.2.36] [U.S. Bank – Signatory Agreement.pdf]		(U.S. Transactions)

Member unless Servicer otherwise instructs Carrier in writing. Unless Servicer otherwise agrees, Servicer, if permitted by Operating Regulations and in compliance with applicable requirements of law, for itself and on behalf of Member, will retain and hold any Deposit amount and make any requests for or retain additional funds, including Reserved Funds, all as contemplated by the Exposure Protection Schedule and shall have the right to exercise all rights and remedies of Servicer and/or Member under this Agreement. Servicer shall have all rights and benefits of Member with respect to actions that may be taken by Member that are taken by Servicer. Carrier may rely on any agreements, consents, waivers and actions of Servicer as if the same were performed by Member.

Section 12. Entirety . This Agreement (including the MTOS, the Fee Schedule and the Exposure Protection Schedule attached to this Signatory Agreement) constitutes the entire understanding and agreement among the Parties with respect to the subject matter herein contained, and there are no other agreements, representations, warranties or understanding, oral or written, expressed or implied, that are not merged herein and superseded hereby. This Agreement shall not be amended, supplemented, modified or changed in any manner, except as provided in writing and signed by the Parties hereto.

Section 13. Governing Law . This Agreement and any matter arising from or in connection with it shall be governed by and construed in accordance with the internal laws of the State of Minnesota, without regard to its conflict of law principles.

Section 14. Waiver of Jury Trial . EACH OF THE PARTIES HERETO IRREVOCABLY WAIVES TO THE EXTENT PERMITTED BY LAW ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY.

Section 15. Counterparts; Facsimile . The Agreement and any and all related documents may be executed in any number of counterparts, each of which, when so executed, then delivered or transmitted by facsimile, shall be deemed to be an original, and all of which taken together shall constitute but one and the same instrument. In particular, the Agreement and any and all related documents may be executed by facsimile, and signatures on a facsimile copy hereof shall be deemed authorized original signatures.

[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK.]


[6.2.36] [U.S. Bank – Signatory Agreement.pdf]		(U.S. Transactions)

IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed and attested to by their duly authorized officers as of the day and year written.

CARRIER:

SPIRIT AIRLINES, INC.

MEMBER AND SERVICER:

U.S. BANK NATIONAL ASSOCIATION


[6.2.36] [U.S. Bank – Signatory Agreement.pdf]		(U.S. Transactions)

Value Added Services Schedule

[To be completed by Carrier]


[6.2.36] [U.S. Bank – Signatory Agreement.pdf]		(U.S. Transactions)

Exhibit A to Signatory Agreement

MASTER TERMS OF SERVICE


[6.2.36] [U.S. Bank – Signatory Agreement.pdf]

TABLE OF CONTENTS


SECTION 1.	DEFINITIONS	1

SECTION 2.	RULES AND REGULATIONS	6

SECTION 3.	HONORING CARDS.	7

SECTION 4.	CARDHOLDER ACCOUNT INFORMATION; SECURITY PROGRAM COMPLIANCE	11

SECTION 5.	RETURNED UNUSED TRAVEL COSTS; CREDIT ADJUSTMENT	13

SECTION 6.	SUBMISSION OF ELECTRONIC SALES RECORDS AND ELECTRONIC CREDIT RECORDS	13

SECTION 7.	ELECTRONIC TRANSMISSION.	15

SECTION 8.	CHARGEBACKS.	16

SECTION 9.	REPRESENTATIONS AND WARRANTIES	17

SECTION 10.	SERVICE MARKS AND TRADEMARKS	19

SECTION 11.	AUDIT	20

SECTION 12.	DISPUTES WITH CARDHOLDERS	20

SECTION 13.	ASSIGNMENT; DELEGATION OF DUTIES	20

SECTION 14.	INDEMNIFICATION; LIMIT ON LIABILITY	21

SECTION 15.	TERMINATION AND WAIVER	22

SECTION 16.	NOTICES	23

SECTION 17.	RULES AND REGULATIONS; APPLICABLE LAW	23

SECTION 18.	REIMBURSEMENT BY CARRIER	24

SECTION 19.	COST AND EXPENSES	24

SECTION 20.	ASSISTANCE	25

SECTION 21.	REPORTING	25

SECTION 22.	GENERAL	26

SECTION 23.	REMEDIES CUMULATIVE	27

SECTION 24.	CONFIDENTIALITY	27


[6.2.36] [U.S. Bank – Signatory Agreement.pdf]



SECTION 25.	FORCE MAJEURE	28

SECTION 26.	ASSOCIATION OBLIGOR	28

SECTION 27.	JUDGMENT CURRENCY	28

SECTION 28.	WAIVER OF SOVEREIGN IMMUNITY	29

Exhibits and Schedules

Exhibit A	Payment Days


[6.2.36] [U.S. Bank – Signatory Agreement.pdf]

MASTER TERMS OF SERVICE

PREAMBLE

Carrier (as such capitalized terms and other capitalized terms used in this preamble are defined below), a certified air carrier engaged in the transportation of passengers by air, desires to make available to its customers a convenient means of purchasing air transportation through the use of Cards. These Master Terms of Service (“ MTOS ”) and the other terms of the Agreement govern Carrier’s receipt of Card processing services.

SECTION 1. DEFINITIONS .

1.1 For the purpose of this Agreement, the terms below shall have the following meanings:

Affiliate – With respect to any Party, any Person that directly or indirectly through one or more intermediaries controls, or is controlled by, or is under common control with such Party. The term control (including the terms “controlled by” and “under common control with”) means the possession, directly, of the power to direct or cause the direction of the management and policies of the Person in question.

Agent – A business organization duly licensed (if so required) and authorized to perform functions of a travel agent who is not an employee of Carrier and who has been duly designated, appointed and authorized by Carrier to act as a travel agent on behalf of Carrier.

Agreement – The Signatory Agreement among Carrier, Servicer and Member providing for the processing of Card Transactions that incorporates the MTOS and all schedules and exhibits attached thereto or attached to the MTOS. Each reference to “the Agreement” or “this Agreement” contained herein shall constitute a reference to, collectively, (a) the Signatory Agreement, (b) each schedule or exhibit attached to such Signatory Agreement, and (c) the MTOS and each schedule or exhibit attached to the MTOS.

Applicable Country – Any country in which Card Transactions are being transacted pursuant to and as permitted by this Agreement, as identified in the Signatory Agreement.

Applicable Rate – The Applicable Rate (using a 365-day year) shall be determined in accordance with the following chart for each Settlement Currency:


Settlement Currency		Applicable Rate
U.S. Dollars		*****

Association Obligor – Any Person (other than Carrier) (i) directly liable (a “Direct Obligor”) for obligations owed to any Card Association on account of Sales Records submitted to a Card Association hereunder (for example, Chargebacks and Card Association fines and assessments), or (ii) indirectly liable to any Card Association on account of Sales Records submitted to a Card Association hereunder through an indemnity given to a Direct Obligor or a guarantee of payment of any such indemnity obligation to a Direct Obligor (an “Indirect Obligation”).

***** Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission.


[6.2.36] [U.S. Bank – Signatory Agreement.pdf]

Authorization – The process whereby Carrier requests permission for the Card to be used for a particular Transaction.

AVS – Address verification service.

Billing Settlement Processor – A bank settlement plan or similar entity that aggregates Card Transactions for such regions or Applicable Countries as the Parties may mutually agree and submits Card Transactions on behalf of Carrier.

Business Day – With respect to Transactions submitted to Member or Servicer, any weekday, Monday through Friday, except when any such day is a legal holiday recognized by Member or Servicer.

Card – Any credit or debit card bearing the service mark of a Card Association or other evidence of an account, including an account number, issued under the auspices of a Card Association.

Card Associations – The Applicable Card Association(s) as defined in the Signatory Agreement.

Card Issuer – Any bank or financial institution that is a member of a Card Association and issues a Card.

Cardholder – Any person authorized to use a Card by the Card Issuer.

Cardholder Account Information – As defined in Section 4.1.

Carrier – The merchant that is Party to the Signatory Agreement.

Carrier’s Rights – As defined in the Exposure Protection Schedule.

Carrier Website – The website Carrier has established or may establish from time to time for the purpose of selling goods and services in the Applicable Countries.

Chargeback – Any amount claimed from or not paid to Member, Servicer or any other Association Obligor or a refusal or reversal of any payment by a Card Issuer in relation to a Card Transaction for any reason stipulated in the Operating Regulations or any amount claimed from Carrier by Member or Servicer in relation to a Card Transaction as stipulated in the Operating Regulations, or, if the context so requires, the act of returning a previously processed Card Transaction or of asserting a claim for payment.

Commencement Date – As defined in the Signatory Agreement.

CNP Transactions – A Card Transaction which is accepted and processed where the Cardholder is not present or the Card is not provided physically to Carrier at the time the Transaction occurs (for example, internet, mail order or telephone order).

Credit Record – A record, whether paper or electronic, approved by Member or Servicer, which is used to evidence a refund or adjustment of a purchase made through the use of a Card, and which will be credited to a Cardholder account.


[6.2.36] [U.S. Bank – Signatory Agreement.pdf]

Deposit – The aggregate of (a) Reserved Funds and (b) any cash remitted and pledged by Carrier to Member, Servicer or any other Secured Party pursuant to or in connection with this Agreement to secure the Obligations hereunder, and all additions to such aggregate made from time to time and all monies, securities, investments and instruments purchased therewith and all interest, profits or dividends accruing thereon and proceeds thereof. In the event that Transactions are settled in multiple currencies, Member or Servicer may require separate Deposits in such currencies.

Effective Date – The date set forth as the “Effective Date” in the Signatory Agreement that is part of this Agreement.

Electronic Credit Record – An electronic Credit Record.

Electronic Data Capture or “EDC ” – Any means by which payment information (e.g. Electronic Sales Record or Electronic Credit Record) is transmitted electronically to Servicer for processing.

Electronic Record – An Electronic Credit Record or an Electronic Sales Record.

Electronic Sales Record – An electronic Sales Record.

Exposure Protection Schedule – The “Exposure Protection Schedule” attached to the Signatory Agreement that is part of this Agreement.

Fee Schedule – The “Fee Schedule” attached to the Signatory Agreement that is part of this Agreement.

Insolvency Event – (i) The commencement of any bankruptcy, insolvency, moratorium, liquidation, judicial reorganization proceeding, dissolution, arrangement, or proceeding under any creditors’ rights law or other similar proceeding by or against Carrier, (ii) any application for, consent by Carrier, or acquiescence by Carrier in, the appointment of any trustee, receiver, or other custodian for Carrier or a substantial part of its property, (iii) any appointment of a trustee, receiver or other custodian for Carrier or a substantial part of its property, or (iv) any general assignment by Carrier for the benefit of creditors.

ISP – An internet service provider.

Judgment Currency – As defined in Section 27.

MasterCard – MasterCard International Incorporated.

Member – The financial institution (or, to the extent allowed by Operating Regulations, a subsidiary or Affiliate of a financial institution) designated as Member in the Signatory Agreement.

Net Activity – For any day on which funds are to be remitted to Carrier under Section 6.2 hereof with respect to Transactions to be settled in the same currency, the net aggregate amount of (i) the aggregate amount of the Sales Records submitted to Servicer prior to such date of remittance of funds that are to be settled to Carrier in the same currency, plus (ii) adjustments in favor of Carrier in the same currency, minus


[6.2.36] [U.S. Bank – Signatory Agreement.pdf]

(iii) outstanding Credit Records, Chargebacks to Carrier for which Servicer or Member has not been reimbursed, adjustments in favor of Servicer or Member and reimbursements to Servicer or Member with respect to Sales Records in the same currency, minus (iv) fees owed to Servicer or Member and the processing fees set out in the Fee Schedule and any other obligations of Carrier to Servicer or Member arising under this Agreement, minus (v) if applicable, any net addition to Reserved Funds on such date (or plus any net subtraction from Reserved Funds on such date).

Obligations – As defined in the Exposure Protection Schedule.

Operating Regulations – The operating regulations of a Card Association as amended or supplemented from time to time.

Parties – As defined in the Signatory Agreement.

PCI – Payment Card Industry (PCI) Data Security Standard, including any amendments thereto or replacements thereof.

Person – Any natural person, corporation, partnership, limited partnership, limited liability company, joint venture, firm, association, trust, unincorporated organization, government or governmental agency or political subdivision or any other entity, whether acting in an individual, fiduciary or other capacity.

POS Device – A Terminal or other point-of-sale device at a Carrier location that conforms with the requirements established from time to time by Servicer and the applicable Card Association.

Processing Date – Any date on which Servicer processes a Card Transaction using its merchant processing system.

Relevant Authorities – Any governmental or other agencies or any regulatory authorities with jurisdiction over, or otherwise material to, the business, assets, or operations of Carrier.

Reserved Funds – All funds paid by a Card Association on account of Sales Records submitted to Member or Servicer by Carrier pursuant to this Agreement and held by Member or Servicer pursuant to the provisions of the Exposure Protection Schedule.

Retained Documents – As defined in Section 7.2.

Sales Record – A record, whether paper or electronic, which is used to evidence Travel Costs purchased by a Cardholder through the use of a Card.

Secured Party – As defined in the Exposure Protection Schedule.

Servicer – The entity designated as “Servicer” in the Signatory Agreement.

Settlement Account – A deposit account at a financial institution designated by Carrier as the account to be debited or credited, as applicable, for Net Activity.


[6.2.36] [U.S. Bank – Signatory Agreement.pdf]

Settlement File – The settlement file summarizing Travel Costs and Transactions submitted by Carrier by electronic transmission to Servicer or Member in such form or format as the Parties may agree.

Signatory Agreement – The “Signatory Agreement” that identifies “Member” and “Servicer” by name, is signed by each of them and by Carrier, and incorporates the MTOS.

Terms and Conditions of Sale – As defined in Section 3.14(b).

Terminal – A point-of-transaction terminal that conforms with the requirements established from time to time by Servicer and the applicable Card Association capable of (i) reading the account number encoded on the magnetic stripe, (ii) comparing the last four digits of the encoded account number to the manually key-entered last four digits of the embossed account number, and (iii) transmitting the full, unaltered contents of the magnetic stripe in the Authorization message.

Third-Party Terminal – A terminal, other point-of-sale device, or software provided to Carrier by any entity other than Servicer or an authorized designee of Servicer.

Transaction – The purchase by, or refund to, a Cardholder, using a Card for any goods or services provided by Carrier pursuant to this Agreement in the Applicable Countries.

Transaction Date – The actual date on which the Cardholder purchases goods or services with a Card, or on which a Credit Record is issued from Carrier through use of a Card.

Travel Costs – Any one, or any combination of, the following items:

(a) the purchase of a ticket for air travel for travel along any of Carrier’s routes;

(b) the purchase of a ticket for air travel over the lines of other carriers;

(c) the payment of airport taxes, fees and surcharges in connection with the purchase of any item specified in this section;

(d) the payment of baggage charges;

(e) the purchase of air freight and air cargo services offered by Carrier;

(f) the purchase of small package delivery services offered by Carrier;

(g) the purchase of travel services (including accommodation) on tours sold by or through Carrier in conjunction with the furnishing of air travel;


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(h) the purchase of air travel for pets on Carrier’s flights;

(i) the payment of dues associated with Carrier’s airport or other club system;

(j) the purchase of ancillary services in connection with passenger transportation;

(k) the purchase of goods or services sold and delivered on, or in association with, Carrier’s flights; and

(l) the purchase of goods or services sold via direct mail catalog or by direct mail by Carrier.

Travel Costs shall also mean such other goods or services as Carrier and Servicer may agree to include in writing. Travel Costs shall not include charter services.

U.S. Bank – U.S. Bank National Association.

Value Added Services – Any product or service provided by a third party unaffiliated with Servicer to assist Carrier in processing Card Transactions, including internet payment gateways, integrated Terminals, global distribution systems, inventory management and accounting tools, loyalty programs, fraud prevention programs, and any other product or service that participates, directly or indirectly, in the flow of Card Transaction data.

Value Added Services Schedule – The Value Added Services Schedule attached to the Signatory Agreement.

1.2 In the Agreement unless the context otherwise requires:

(a) Any reference to a statute, statutory instrument, regulation or order shall be construed as a reference to such statute, statutory instrument, regulation or order as amended or re-enacted from time to time.

(b) The words “hereof,” “herein” and “hereunder” and words of similar impact when used in the Agreement shall refer to the Agreement as a whole and not to any particular provision of the Agreement. References to Sections, Schedules and like references are to the Agreement unless otherwise expressly provided. The words “include,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation.” Unless the context in which used herein otherwise clearly requires “or” has the inclusive meaning represented by the phase “and/or.”

SECTION 2. RULES AND REGULATIONS .

2.1 Carrier, Member and Servicer each acknowledge that the respective systems of the Card Associations are governed by their respective Operating Regulations and that all Transactions hereunder are subject to such Operating Regulations, as applicable, as the same may be amended from time to time. To the extent there is a conflict between applicable Operating Regulations and the terms of this Agreement, the Operating Regulations shall control. To the extent there is a conflict between applicable law and applicable Operating Regulations, the applicable law shall control. For purposes of the foregoing, a conflict shall


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be deemed to exist only if (i) compliance with the terms of this Agreement is impossible without a breach of the applicable Operating Regulations or (ii) compliance with the applicable Operating Regulations is impossible without a breach of applicable law. Unless permitted by the applicable Operating Regulations, Carrier shall not establish minimum or maximum Transaction amounts as a condition for honoring Cards.

2.2 Carrier, Member and Servicer each shall be responsible for any liability arising out of or related to their own failure to observe, perform or otherwise comply with the applicable provisions of the Operating Regulations. Carrier agrees that it shall be responsible for any fees, charges, fines, penalties or other assessments of that Member or Servicer is required to pay a Card Association as a consequence of Carrier’s failure to comply with the applicable Operating Regulations. Member and Servicer agree that each shall be responsible for any fees, charges, fines, penalties or other assessments of that Carrier is required to pay a Card Association as a consequence of Member’s or Servicer’s failure to comply with the applicable Operating Regulations.

SECTION 3. HONORING CARDS.

3.1 ***** If Carrier chooses to accept only one of the categories of products but later submits a Transaction outside of the selected category, Servicer and Member are not required to reject the Transaction and Carrier will be charged standard fees and expenses for that category of products. Further, if Carrier chooses a limited acceptance option, it must still honor all international cards presented for payment. If Carrier decides to implement a limited acceptance policy, it shall display appropriate signage to communicate that policy to Cardholders. Except as may be permitted by applicable local law and Operating Regulations, Carrier will not impose a surcharge for purchases made with the Card nor shall Carrier establish minimum or maximum transaction amounts as a condition for honoring Cards.

3.2 Carrier shall use reasonable efforts to cause all Agents to permit Cardholders to charge Travel Costs only in accordance with the terms and conditions of the Agreement and in compliance with applicable Operating Regulations. Carrier shall use reasonable efforts to cause compliance by Agents with all of the terms and conditions of the Agreement to be performed by Carrier or Agents. Notwithstanding any such reasonable efforts by Carrier, Carrier shall be responsible for: (i) any failure by any Agent in performing the applicable provisions of the Agreement; and (ii) the settlement of Sales Records and Credit Records completed by Agents.

3.3 Before honoring a Card, Carrier shall do the following to determine whether the Card is valid: (a) where possible, examine the format of each Card presented in connection with a purchase for authenticity and confirm, by checking the effective date and the expiration date as stated on the face of the Card, that the Card has become effective and has not expired; and (b) obtain Authorization. Neither Carrier nor any Agent shall impose a requirement on Cardholders to provide any personal information such as a home or business telephone number, home or business address, driver’s license number, or a photocopy of a driver’s license as a condition for honoring Cards unless such information is required or permitted under specific circumstances cited in the Agreement. Notwithstanding the foregoing, with respect to Transactions that are not conducted face-to-face, Carrier may request from a Cardholder the information necessary to complete an address verification service request. Neither Carrier nor any Agent shall make a photocopy of a Card under any circumstances, nor shall a Cardholder be required to provide a photocopy of the Card as a condition for honoring the Card. Neither Carrier nor any Agent shall require a Cardholder, as

***** Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission.


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a condition for honoring the Card, to sign a statement that in any way waives the Cardholder’s rights to dispute the Transaction. Carrier may require passengers to present personal information, including a driver’s license, passport, or other picture identification, for purposes of complying with Carrier’s policy or applicable law.

3.4 (a) Carrier or Agent shall obtain Authorization for the total amount of the Travel Costs before completing any Card sales Transaction (which in the case of Transactions involving paper submissions pursuant to Section 6.2(d) may require telephone Authorization). Such Authorization may be provided by any third party provider acceptable to Servicer. Authorization verifies that the Card number is valid, the Card has not been reported lost or stolen at the time of the Card sales Transaction, and confirms that the amount of credit or funds requested for the Card sales Transaction is available. Carrier or Agent will follow any instructions received during Authorization. Upon receipt of Authorization, Carrier or Agent may consummate only the Card sales Transaction authorized and must note the Authorization code on the Sales Record. For all ticket by mail, telephone or internet Card sales, Carrier must obtain the Card expiration date and forward that date as part of the Authorization.

(b) Authorization does not: (i) guarantee Carrier final payment for a Card sales Transaction; (ii) guarantee that the Card sales Transaction will not be disputed later by the Cardholder as any Card sales Transaction is subject to Chargeback; or (iii) protect Carrier in the event of a Chargeback regarding unauthorized Card sales Transactions or disputes involving the quality of goods or services. Authorization will not waive any provision of the Agreement or otherwise validate a fraudulent sales Transaction or a sales Transaction involving the use of an expired Card.

(c) In a Card sales Transaction in which a Card is presented electronically, if Carrier’s Terminal is unable to read the magnetic stripe on the Card, Carrier must key-enter the Transaction into the POS Device for processing and obtain: (i) a physical imprint of the Card using a manual imprinter; and (ii) the Cardholder’s signature on the imprinted Sales Record.

3.5 Neither Carrier nor any Agent shall make any Card sale to any customer in any of the following circumstances (with the exception of ticket by mail, internet or telephone pursuant to Section 3.8 permitted by the Agreement and ticket by automated machine pursuant to Section 3.9 or purchased through other CNP Transactions): (a) a Card is not presented at the time of sale; (b) the signature on the Sales Record does not appear to correspond to the signature appearing in the signature panel on the reverse side of the Card, or the Cardholder does not resemble the person depicted in any picture which appears on the Card; (c) the signature panel on the Card is blank and is not signed in accordance with the procedures specified in Section 3.6; and (d) no Authorization is received. Any Carrier or Agent completing a Transaction under the conditions in this Section 3.5 shall be responsible for such Sales Record or Credit Record regardless of any Authorization.

3.6 If the signature panel of the Card is blank, in addition to requesting Authorization, Carrier or Agent must: (a) review positive identification to determine that the user is the Cardholder; (b) indicate such positive identification (including any serial number and expiration date) on the Sales Record; and (c) require that the Cardholder sign the signature panel of the Card prior to completing the Transaction. If a Cardholder presents a Card that bears an embossed “valid from” date and the Transaction Date is prior to the “valid from” date, Carrier or Agent shall not complete the Transaction. A card embossed with a


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“valid from” date in month/year format shall be considered valid on the first day of the embossed month and year. A card embossed with a “valid from” date in month/day/year format is considered valid on the embossed date

3.7 (a) Each Card sale shall be evidenced by a Sales Record. Each Sales Record shall be imprinted with the Card unless: (i) the Sales Record results from a Transaction involving Terminals which produce electronic Transaction records; (ii) the Card Transaction is a CNP Transaction; (iii) an imprinter is not available; or (iv) if for any other reason the Sales Record cannot be imprinted with a Card (if Authorization is obtained), including Card Transactions by mail, telephone or automated machine. If an imprinter is not available, the information on the Card and merchant plate shall be reproduced legibly on the Sales Record in sufficient detail to identify the parties to such sale. Such information shall include at least the date of sale, amount, Cardholder’s name and account number and Carrier’s name and place of business.

(b) Carrier shall include all items of Travel Costs purchased in a single Transaction in the total amount on a single Sales Record or Transaction record except for individual tickets issued to each passenger, when required by Carrier policy.

(c) Each Sales Record shall include on its face the items needed to complete the Settlement File required by the Servicer. Each Sales Record shall be signed by the Cardholder (except where the sale is made pursuant to CNP Transaction or automated machine transaction), which signature shall appear to be the same as the signature on the Card presented, as determined by Carrier or Agent. The Cardholder shall not be required to sign a Sales Record until the final Transaction amount is known and indicated in the “Total” column.

(d) Carrier shall not effect a Transaction for only part of the amount due on a single Sales Record except when the balance of the amount due is paid by the Cardholder at the time of sale in cash, by check, with another card or Card, or any combination thereof.

(e) If Carrier or Agent honors the Card, Carrier or Agent honoring the Card will deliver to the customer a true and completed copy of the Sales Record. The Card account number must be truncated on all Cardholder-activated copies of Sales Records. Truncated digits should be replaced with a fill character such as “x,” “*,” or “#,” and not with blank spaces or numeric characters. All POS Devices must suppress all but the last four digits of the Card account number and the entire expiration date on the Cardholder’s copy of the Electronic Sales Records generated from POS Devices (including Cardholder activated).

3.8 Carrier or Agent may enter into Card Transactions in accordance with Carrier’s or such Agent’s ticket by CNP Transaction program. In each such case, Carrier or Agent will complete the Sales Record (in accordance with Section 3.7) and include on the Sales Record the effective date and expiration date of the Card as obtained from the Cardholder together with words to reflect “mail order” or the letters “MO” or “telephone order” or the letters “TO,” or “internet order” or the letters “IO,” as appropriate. Carrier must obtain an Authorization code for all such Card Transactions. If a Carrier or Agent completes a Transaction without imprinting of the Card or using a Terminal, Carrier shall be deemed to warrant the true identity of the Cardholder as the authorized holder of such Card unless


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Carrier or Agent has obtained independent evidence of the Cardholder’s true identity and has noted such evidence on the applicable Sales Record.

3.9 In the case of sales of tickets by automated machine, such Transaction records must include at least the following information: (i) the account number; (ii) Carrier or Agent’s name; (iii) the automated machine’s location code or town, city, county, state or province; (iv) the amount of the Transaction in the applicable currency; and (v) the Transaction Date.

3.10 (a) Carrier or Agent may use POS Devices or other data capture services acceptable to Servicer to obtain Authorization and to capture Electronic Sales Record data to submit to a Card Association by reading data encoded on either tracks 1 or 2 on the magnetic stripe of Cards in accordance with Operating Regulations. POS Devices are prohibited from printing or displaying more information than that which is permitted by Operating Regulations and applicable laws and regulations.

(b) Whenever the embossed account number is not the same as the encoded account number, Carrier is required to: (i) decline the Transaction; (ii) attempt to retain the Card in accordance with Section 3.12 by reasonable and peaceful means; (iii) note the physical description of the Cardholder; (iv) notify Servicer; and (v) handle any recovered Card in accordance with the procedures specified in Section 3.12.

(c) When the embossed account number is the same as the encoded account number, Carrier must follow normal Authorization procedures as described in this Section 3.

3.11 Neither Carrier nor any Agent shall make a cash disbursement to any Cardholder with respect to a Card Transaction.

3.12 Carrier or Agent shall use commercially reasonable efforts to retain a Card by reasonable and peaceful means if: (a) Carrier is requested to do so in an Authorization response message; (b) if the four printed digits above the embossed account number on a Card do not match the first four embossed digits; or (c) if Carrier has reasonable grounds to believe a Card is counterfeit, fraudulent or stolen.

3.13 Servicer will facilitate the reward process for recovered Cards. Recovered Cards must be sent to the address stated below:

Bank Card Center

Attn: Card Recovery

P.O. Box 6318

Fargo, ND 58125-6318

3.14 The following provisions govern CNP Transactions:

(a) Carrier acknowledges that in order to accept and process CNP Transactions, Carrier must (i) implement and adhere to security measures designed to ensure secure transmission of the data provided by the Cardholder in purchasing Travel Costs and effecting payment over the internet as required by the Operating Regulations and applicable requirements of law; (ii) where possible, verify the


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address of the Cardholder via AVS; (iii) at any time when Carrier participates in Verified by Visa or MasterCard Secure Code (each as defined in the applicable Operating Regulations) requirements, Carrier shall provide to Servicer the data elements included in such requirements; and (iv) ensure that, to the extent that the Carrier Website is hosted by an ISP, the ISP meets the minimum security measures and technology requirements.

(b) Carrier shall at all times during the term of this Agreement, display on Carrier Website clear terms and conditions and procedures (the “ Terms and Conditions of Sale ”). The Terms and Conditions of Sale shall give a complete and accurate description of the Travel Costs offered by Carrier. Carrier Website must include clear details of Carrier’s return policy, customer service, contact details (including mail/email/phone/fax), currency accepted, delivery policy and country of Carrier’s domicile for every nexus and operation of Carrier. Carrier shall also comply with all and any requirements or guidelines in respect of internet usage issued from time to time by all relevant Card Associations, together with the requirements of applicable laws and regulations.

(c) Carrier Website will clearly inform the Cardholder that the Cardholder is committing to payment before he or she selects the “Pay Now” button. Carrier Website will afford the Cardholder an unambiguous option to cancel the payment instruction at this stage.

(d) Carrier acknowledges that in certain jurisdictions it may be unlawful for Carrier to sell the Travel Costs and that neither Member nor Servicer can accept any liability for the consequences of Carrier trading in such jurisdictions.

(e) Carrier is prohibited from entering Cardholder details into a Terminal manually where those details have been provided to Carrier via the internet.

(f) Carrier shall promptly inform Servicer of every security breach, suspected fraudulent card(s) and suspicious activity on Carrier’s security system or through Carrier Website that may relate to Card Transactions.

(g) Neither Member nor Servicer shall in any way be liable for any claim in connection with any representations contained in Carrier Website, webpage(s), advertisement(s) or printed matter relating to Carrier’s products or services.

(h) Carrier hereby acknowledges that CNP Transactions are in all cases at Carrier’s own risk. Carrier is fully liable for all Chargebacks, fines, assessments, penalties and losses related to CNP Transactions even where Carrier has complied with this Agreement and where the Transaction in question has been authorized. All communication costs related to CNP Transactions are Carrier’s responsibility. Carrier acknowledges that neither Member nor Servicer manages the CNP payment gateway or the telecommunication links and that it is Carrier’s responsibility to manage that link.

SECTION 4. CARDHOLDER ACCOUNT INFORMATION; SECURITY PROGRAM COMPLIANCE .


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4.1 The Parties and each Agent shall treat all information relating to any Card, including Cardholder name and identification information and account number information in any form, imprinted Sales Records, carbon copies of imprinted Sales Records, mailing lists, tapes, or other media, obtained by reason of any Card Transaction or otherwise (“ Cardholder Account Information ”), as confidential information and shall protect such materials from disclosure to any third person, except as expressly permitted in this Agreement. The Parties shall at all times only store, process and use Cardholder information in accordance with the requirements of any applicable data processing laws and Operating Regulations. The Parties shall not, without the consent of the Cardholder, sell, purchase, provide or exchange Cardholder Account Information to or with any third person, other than

(a) Carrier’s agents, employees and representatives, network providers or Card processors for the purpose of assisting Carrier in completing the Card Transaction;

(b) Member or Servicer’s employees and representatives and agents for the purpose of performing under this Agreement and in compliance with the Operating Regulations and applicable requirements of law;

(d) in accordance with applicable law.

4.2 All Value Added Services being provided to Carrier are set forth on the Value Added Services Schedule, and Carrier will disclose in writing to Servicer any new Value Added Services to be provided to Carrier after the Effective Date prior to using the same. All Value Added Services shall comply with all applicable requirements of law and the Operating Regulations, including PCI. Carrier will comply with the requirements of PCI and any modifications to, or replacements of PCI that may occur from time to time, be liable for the acts and omissions of each third party offering such Value Added Services and will be responsible for ensuring compliance by the third party offering such Value Added Services with all applicable requirements of law and Operating Regulations, including PCI. Carrier will indemnify and hold harmless Member and Servicer from and against any loss, cost, or expense incurred in connection with or by reason of Carrier’s use of any Value Added Services. No Member or Servicer will be responsible for the Value Added Services not provided by it nor shall Member or Servicer be responsible for any Card Transaction until it receives data for the Transaction in the format required by it and uses such data in connection with processing performed by it under the Agreement.

4.3 If Carrier uses Value Added Services for the purposes of data capture or authorization, Carrier agrees: (a) that the third party providing such services will be its agent in the delivery of Transactions to Servicer via a data processing system or network similar to Servicer’s; and (b) to assume full responsibility and liability for any failure of that third party to comply with applicable requirements of law and the Operating Regulations or this Agreement. No Member or Servicer will be responsible for any losses or additional fees incurred by Carrier as a result of any error by a third party agent or by a malfunction in a Third Party Terminal. No Member or Servicer is responsible for any Transaction until it receives data for the Transaction in the format required by it and Servicer or Member uses such data in connection with processing performed by it under the Agreement.


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SECTION 5. RETURNED UNUSED TRAVEL COSTS; CREDIT ADJUSTMENT .

5.1 Carrier will maintain a fair and uniform policy for the return or exchange of tickets or other Travel Costs for credit adjustments. On the date Carrier accepts the return of unused tickets or other Travel Costs or otherwise allows an adjustment to the Travel Costs which were the subject of a previous Card sale, Carrier will date and otherwise properly complete a Credit Record and submit it to Member or Servicer for processing hereunder in accordance with the timeframes required by the Operating Regulations and applicable law.

5.2 Carrier will make no cash refunds in connection with such credit adjustments, except to the extent it may be required to effect a cash refund pursuant to the involuntary refund requirements of applicable laws, rules, regulations, or tariffs.

5.3 If a Cardholder disputes the receipt of the proper amount of the cash refund, Carrier shall, within the terms established in Section 8 for Chargebacks, furnish Servicer with such documentary evidence of such refund.

5.4 The submission of a Credit Record will not impair the right of Chargeback of Member or Servicer against Carrier in an amount not to exceed the excess of (a) the amount of the Sales Record over, (b) the amount of the Credit Record submitted by Carrier.

5.5 A Carrier shall not accept monies from a Cardholder for the purpose of preparing and depositing a credit voucher that will effect a deposit to the Cardholder’s account. A Carrier shall not process a credit voucher without having completed a previous purchase Transaction with the same Cardholder.

SECTION 6. SUBMISSION OF ELECTRONIC SALES RECORDS AND ELECTRONIC CREDIT RECORDS .

6.1 Carrier shall establish and maintain one Settlement Account for each currency permitted pursuant to this Agreement. Each Settlement Account shall be maintained in an office of the financial institution designated by Carrier which is acceptable to Servicer, and shall be subject to Servicer’s customary practices and procedures applicable to accounts of that nature and shall be subject to the terms of this Agreement. Carrier shall provide to Servicer all information necessary to facilitate remittance of funds to each Settlement Account. All settlements with respect to Card Transactions submitted in the currency of a given Applicable Country shall be denominated in the lawful currency or currencies specified in the Signatory Agreement that is part of this Agreement.

6.2 (a) Neither Carrier nor Agent may present for processing or entry to any Card Association, directly or indirectly, any Sales Record or Credit Record which was not originated as a result of a Transaction between the Cardholder and such Carrier.

(b) Neither Carrier nor Agent may deposit for entry to any Card Association, directly or indirectly, any Sales Record or Credit Record that it knows or should have known under the circumstances to be (i) fraudulent or (ii) not authorized by the Cardholder. With respect to this requirement, Carrier or an Agent shall be responsible for the actions of their respective employees and agents while acting in their employ or as agents.


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(c) Neither Carrier nor Agent may present for processing or entry to any Card Association any Sales Record or Credit Record representing a Transaction all or part of which had been previously charged back to Servicer or Member (or an Association Obligor, if applicable) and subsequently returned to Carrier. Carrier may, at its option, pursue payment from the customer outside the Card Association system. Should Carrier exercise this option and the Cardholder acknowledge the debt, and choose to pay the amount in full using its Card, Carrier may present a Sales Record in such amount to Servicer for processing.

(d) Carrier or Agent shall submit to Servicer for processing each Sales Record in accordance with the timeframes required by the applicable Operating Regulations. The method of billing for all Electronic Sales Records and Electronic Credit Records processed through any Billing Settlement Processor must be by electronic transmission and shall include itinerary records consisting of departure dates. If Carrier is unable to submit Sales Records and Credit Records originating at Carrier’s sales locations, including airport locations, ticket-by-mail centers, and other sales locations, by means of a summary electronically transmitted as provided in Sections 6.5 and 7.1, Carrier may submit such Sales Records and Credit Records to Servicer by means of a paper summary and detail thereof to Servicer’s designated processing center, or by means of a Terminal that generates an electronic transmission to Servicer’s designated Terminal processor.

(e) Member or Servicer will deposit, or cause to be deposited, on each Business Day, via federal wire transfer, in the case of U.S. dollar Transactions, and SWIFT, in the case of Canadian dollar Transactions, into the applicable Settlement Account for each applicable currency, an amount equal to the amount of Net Activity relating to such currency for each Business Day, subject to Servicer’s receipt of the incoming transmission of Sales Records and Credit Records by the time and on the day specified in Exhibit A .

(f) At any time that the aggregate amount of Net Activity results in an amount due Member or Servicer, the aggregate amount due to each of them may be deducted, recouped or set off from amounts subsequently payable to Carrier under this Agreement on account of Sales Records irrespective of the currency in which payment to Carrier is to be made; provided , that , Member or Servicer may, at its option (i) require an immediate wire transfer from Carrier in the amount due, or (ii) apply, set off against or recoup from any Deposit amount maintained pursuant to this Agreement the amount due from Carrier under this Agreement. Carrier will, upon demand by Member or Servicer, pay interest on the amount due from Carrier under this Agreement for the period such amount remains unpaid calculated at a per annum rate equal to the Applicable Rate. Carrier acknowledges that this Agreement is a “net payment agreement” and that the right of Member or Servicer to net out obligations due from Carrier under this Agreement from amounts payable to Carrier hereunder (including from or as represented by the Deposit amount) is a right of recoupment. Carrier further acknowledges that Member and Servicer have entered into each Agreement in reliance upon such right.

(g) Amounts deposited in a Settlement Account or otherwise credited to Carrier (including, without limitation, amounts credited against Carrier’s obligations to Member or Servicer for fees, costs and expenses hereunder) in respect of any Sales Record pursuant to this Agreement and Carrier’s right to payment of Reserved Funds


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shall be provisional until the payment made to Member by the Card Association in respect of such Sales Record shall become final (i.e., all rights of Chargeback or other rights of the Cardholder or Card issuer to obtain reimbursement of such payment from Member shall have expired).

(h) Submissions and payment from any location must be handled in compliance with all applicable government laws, rules and regulations.

(i) The Signatory Agreement that is part of this Agreement may specify the location of the originating source of submission of any file.

6.3 Processing fees shall be as set forth in the Fee Schedule attached to the Signatory Agreement that is part of this Agreement.

6.4 Servicer will provide Carrier with Transaction reports each Business Day that correspond to Net Activity for such Business Day and that will summarize sales, returns (refunds), Chargebacks, processing fees, and adjustments with adequate detail to allow Carrier to perform account reconciliation.

6.5 Carrier shall cause Agents to submit Electronic Sales Records and Electronic Credit Records to Servicer in the form of the Settlement File by electronic transmission as provided in Sections 6.2(d) and 7.1 through Carrier’s accounting office or the appropriate processing center of the area or Billing Settlement Processor of which Carrier is a member. Carrier or the appropriate processing center, as the case may be, shall submit the Electronic Sales Records and Electronic Credit Records to Servicer in accordance with the terms of the Agreement.

6.6 If Carrier utilizes Electronic Data Capture services pursuant to this Section 6.6 to transmit Electronic Sales Records and Electronic Credit Records for Card Transactions through a Terminal, Carrier agrees to utilize such EDC services in accordance with applicable Operating Regulations. Carrier may designate a third person as its agent to deliver to Servicer or directly to Card Associations Transactions captured at the point of sale by such agent. If Carrier elects to designate such an agent, Carrier must provide Servicer prior written notice of such election. Carrier understands and agrees that Member or Servicer is responsible to make payment to Carrier for only those Transaction amounts delivered by such agent to the Card Associations, less amounts withheld by Member or Servicer pursuant to the Agreement, and Carrier is responsible for any failure by such agent to comply with any Operating Regulations, including any such failure that results in a Chargeback.

SECTION 7. ELECTRONIC TRANSMISSION .

7.1 (a) When Electronic Sales Records and Electronic Credit Records are submitted to Servicer electronically, other than Electronic Sales Records and Electronic Credit Records originating from Terminals, as provided in Section 6.6, and processed by Servicer’s Terminal processor, such Electronic Sales Records and Electronic Credit Records shall be submitted to Servicer by means of a summary of all Travel Costs by electronic transmission compatible with the computer system of Servicer and shall comply with Section 6.2 of the Agreement. Each such electronic transmission shall contain, at a minimum, the information required for each Electronic Sales Record by Section 3.7 and shall be made in the form of the Settlement File or any other format acceptable to Servicer in its sole discretion, provided, however, that (i) Carrier will not change the format of such electronic submissions


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without first obtaining Servicer’s consent, which consent shall not be unreasonably withheld or delayed and (ii) if Carrier requests a change in format with respect to such electronic submissions, Servicer may test such electronic submissions (in the requested format) prior to consenting to such change in format, and such testing by Servicer shall not constitute consent to such format change and shall not in any way limit Servicer’s right to reasonably withhold consent with respect to such format change.

(b) If an electronic transmission of Travel Costs does not meet the requirements of the approved format, Servicer shall use reasonable efforts to advise Carrier within eight hours of receipt of same.

(c) Any acceptance by Servicer of an electronic transmission of Travel Costs which does not comply with the appropriate format or, if in the appropriate format, does not contain the information in respect to each Travel Cost summarized therein required by the terms of the Agreement, shall not constitute a waiver of, or preclude Member or Servicer from exercising, the right of Chargeback.

7.2 Carrier shall retain, or cause to be retained, each original Sales Record and Credit Record and any other documentation necessary for Member or Servicer to satisfy applicable Operating Regulations (“ Retained Documents ”) relating to those Transactions transmitted to Servicer directly by Carrier, in each case for at least eighteen (18) months from the date each such Retained Document is submitted to Servicer for processing. Promptly upon Carrier’s receipt of Servicer’s request for the same, but in no event later than fourteen (14) calendar days following Carrier’s receipt of such request, Carrier shall deliver, or cause to be delivered, to Servicer a copy, or the original if specifically requested by Servicer, of the requested document.

Notwithstanding the foregoing, either Carrier or Servicer may elect to hold in its custody Retained Documents for no more than 180 days provided such Party retains a microfilmed or microfiched (or other mutually acceptable medium) copy of such documents for at least eighteen (18) months from the date on which each such document is submitted to Servicer for processing.

SECTION 8. CHARGEBACKS .

8.1 Neither Member nor Servicer is obligated to accept any Sales Record which does not comply in every respect with the terms and conditions of this Agreement, or which does not comply in all respects with the applicable Operating Regulations.

8.2 Carrier agrees to pay Member (or if notified by Servicer to do so, to pay Servicer) the amount of each Chargeback and, in the case of amounts that have not been paid to Carrier, acknowledges Carrier has no right to receive amounts attributable to Chargebacks. Member or Servicer may deduct and retain any amount due to Member or Servicer from Carrier on account of Chargebacks from amounts otherwise payable to Carrier under this Agreement. The provisions of Section 6.2 with respect to payment of Carrier’s obligations to Member and Servicer will apply in the event the amount of Net Activity results in an amount due Member or Servicer.

8.3 So long as a Chargeback claim is in the process of dispute resolution pursuant to the Operating Regulations, Carrier shall not make any other claim or take any proceedings


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against the Cardholder in relation to the related Card Transaction or the underlying contract of sale or service.

8.4 In connection with the processing of Chargeback claims, Servicer and Member shall be entitled to rely and act on any agreements, requests, instructions, permissions, approvals, demands or other communications given on behalf of Carrier (whether via email or otherwise in writing) and Servicer shall not be liable to Carrier for any loss or damage incurred or suffered by it as a result of such action.

SECTION 9. REPRESENTATIONS AND WARRANTIES .

9.1 Carrier represents and warrants to Member and Servicer that:

(a) Carrier has full and complete power and authority to enter into and perform under the Agreement and has obtained, and there remain in effect, all necessary licenses, resolutions and filings which are necessary for Carrier to perform its obligations under the Agreement.

(b) Carrier’s sales Transactions and credit refund procedures comply in all material respects with all applicable laws and regulations of any governmental authority which are pertinent to such Card sales or refunds. All Card Transactions submitted for processing hereunder are bona fide, no Card Transaction involves the use of a Card for any purpose other than the purchase of goods or services in the ordinary course of business from Carrier nor does it involve: (i) a Cardholder obtaining cash from Carrier; (ii) Carrier accepting a Card to collect or refinance an existing debt or previous Card charges; or (iii) any collusion between Carrier and Cardholder with the intent of fraud.

(c) Carrier’s execution and performance of the Agreement will not violate any provision of Carrier’s organizational or charter documents, or any indenture, contract, agreement or instrument to which it is a party or by which it is bound and the Agreement constitutes the legal, valid and binding obligation of Carrier, enforceable in accordance with its terms.

(d) Carrier is duly organized and in good standing under laws of the jurisdiction specified in the first paragraph of the Signatory Agreement that is part of the Agreement and is qualified to do business in each jurisdiction where the nature of its activities or the character of its properties makes such qualification necessary or desirable and the failure to so qualify would have a material adverse effect on its assets or operations.

(e) Carrier’s and its subsidiaries’ (if any) audited, consolidated financial statements and its unaudited, consolidated financial statements, as heretofore furnished to Servicer, have been prepared in accordance with generally accepted accounting principles applied on a basis consistent with those of the preceding year, and fairly present the financial condition of Carrier as of such date and the result of its operations and the changes in financial position for the period then ended. There have been no material adverse changes in the condition or operations, financial or otherwise, of Carrier since the date of the financial statements furnished to Servicer prior to the execution of this Agreement, except as previously disclosed to Servicer in writing. Neither the financial statements described herein nor any other certificate,


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written statement, budget, exhibit or report, including information and reports relating to Card sales for Travel Costs, furnished by or on behalf of Carrier in connection with or pursuant to the Agreement contains any untrue statement of a material fact or omits to state any material fact necessary in order to make statements contained therein not misleading. Certificates or statements furnished by or on behalf of Carrier to Servicer consisting of projections or forecasts of future results or events have been prepared in good faith and based on good faith estimates and assumptions of the management of Carrier and Carrier has no reason to believe that such projections or forecasts are not reasonable. To the knowledge of Carrier, after due inquiry by a responsible officer of Carrier, all factual information hereafter furnished to Servicer by Carrier or their agents will be true and accurate in all material respects on the date as of which such information is dated or certified and no such information will contain any material misstatement of fact or will omit to state a material fact or any fact necessary to make the statements contained therein not misleading.

(f) There is no action, suit or proceeding at law or equity, or before or by any town, city, county, state, federal, provincial or other governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, pending or to the knowledge of Carrier, threatened against Carrier or any of its property which, if determined adversely to Carrier could reasonably be anticipated to materially adversely affect the present or prospective financial condition of Carrier or affect its ability to perform hereunder and Carrier is not in default with respect to any final judgment, writ, injunction, decree, rule or regulation of any court or town, city, county, state, federal or provincial governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign where the effect of such default could reasonably be anticipated to materially adversely affect the present or prospective financial condition of Carrier.

(g) Carrier is in compliance in all material respects with its agreement with any Relevant Authorities or other Billing Settlement Processor and is entitled to all the benefits and rights afforded to Carrier under such agreement, which benefits and rights are substantially the same as those afforded to other carriers by Relevant Authorities or other Billing Settlement Processor, if applicable.

(h) Any Card Transactions submitted under this Agreement shall not relate to the provision of services or goods to a country where there may be, or are, any restrictions, regulations, sanctions or laws prohibiting or restricting the provision of any such services or goods.

(i) No consideration other than as set out in this Agreement has been provided by Carrier in return for entering into this Agreement.

The foregoing representations and warranties shall be deemed to be made each time Carrier submits a Sales Record or Credit Record to Servicer for processing.

9.2 Each of Member and Servicer represents and warrants to Carrier that:

(a) It has full and complete power and authority to enter into and perform under this Agreement and has obtained, and there remain in effect, all necessary licenses, resolutions and filings which are necessary for it to perform its obligations under this Agreement.


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(b) Its processing practices and procedures comply in all material respects with all applicable laws and regulations of any governmental authority which are pertinent to such practices and procedures.

(c) Its execution and performance of this Agreement will not violate any provision of its organizational or charter documents, or any indenture, contract, agreement or instrument to which it is a party or by which it is bound and this Agreement constitutes its legal, valid and binding obligation of each of Member and Servicer, enforceable in accordance with the terms of this Agreement.

(d) It is duly organized and in good standing under laws of the jurisdiction of its organization and is qualified to do business in each jurisdiction where the nature of its activities or the character of its properties makes such qualification necessary or desirable and the failure to so qualify would have a material adverse effect on its assets or operations.

SECTION 10. SERVICE MARKS AND TRADEMARKS .

10.1 Except for mere reference to the company name of Carrier in presentations to other merchants for the provision of processing services by Member or Servicer, neither Member nor Servicer shall display or show the trademarks, service marks, logos, or company names of Carrier in promotion, advertising, press releases, or otherwise without first having obtained Carrier’s written consent.

10.2 Carrier may indicate in any advertisement, display or notice that the services of a specific Card Association are available. If Carrier has elected to not honor specific Cards pursuant to Section 3.1 hereof, Carrier may use Card Association trademarks and service marks on promotional, printed, or broadcast materials for the sole purpose of indicating which Cards are accepted by Carrier. Notwithstanding anything in the Agreement to the contrary, any use of Card Association trademarks and service marks by Carrier must be in compliance with the Operating Regulations. Carrier’s promotional materials shall not indicate, directly or indirectly, that any Card Association, Member or Servicer endorses or guarantees any of Carrier’s goods or services.

10.3 Carrier, Member and Servicer acknowledge that no Party hereto will acquire any right, title or interest in or to any other Party’s trademarks, service marks, logos or company names and such properties shall remain the exclusive property of the respective parties or their affiliates. Upon termination of the Agreement, the Parties hereto will discontinue all reference to or display of the other Party’s trademarks, service marks, logos and company names.


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SECTION 11. AUDIT .

11.1 In the event of reasonable suspicion that Carrier or any of its officers, employees or agents are involved in any fraudulent or unlawful activity connected with this Agreement, Servicer or Member shall have the right to inspect Carrier’s Transaction records relating to this Agreement, in connection with which Carrier authorizes Servicer/Member and its authorized agent(s) to examine or audit such records.

11.2 During the term hereof and for one year thereafter, Carrier and Servicer shall have the right at reasonable times and upon reasonable notice to audit, copy or make extracts of the records of the other pertaining to the transactions between or among them under the Agreement to determine the accuracy of the amounts which have been or are to be paid, refunded or credited by one party to the other in accordance with the provisions hereof.

11.3 Carrier shall obtain an audit from a third party reasonably acceptable to Servicer of the physical security, information security and operational facets related to data security of Carrier’s business and provide to Servicer and, if applicable, the requesting Card Association, a copy of the audit report resulting therefrom (a) upon Servicer’s request, or upon the request of a Card Association, promptly following any security breach on Carrier’s system at Carrier’s expense (b) at any time upon request of a Card Association at Carrier’s expense and (c) if no security breach has occurred on Carrier’s system, upon request of Servicer, at Servicer’s expense; provided that , with respect to this clause (b), such an audit may not be required more than once per calendar year.

SECTION 12. DISPUTES WITH CARDHOLDERS .

12.1 Carrier will handle all claims or complaints by a Cardholder with regard to Travel Costs or Transactions.

12.2 Any dispute between Carrier and Cardholder arising out of the contract of air carriage shall be settled directly by Carrier without liability, cost, or loss to Member or Servicer.

SECTION 13. ASSIGNMENT; DELEGATION OF DUTIES . This Agreement shall inure to the benefit of and be binding upon the successors and assigns of the parties hereto. Consent of Carrier shall not be required as to an assignment by Member or Servicer to any subsidiary, Affiliate or parent of Member or Servicer, or by Member to a successor that is approved by or consented to by Servicer in the case of a Member that is not affiliated with Servicer, or any successor to Member or Servicer by reason of merger or consolidation or any Person qualified under Operating Regulations to perform the obligations of Member or Servicer, as applicable, under this Agreement. No party hereto shall make any other assignments of this Agreement without the prior written consent of the other parties hereto, which consent shall not be unreasonably withheld. Member and Servicer, each in its sole discretion, without prior notice to Carrier, may designate and authorize any Affiliate(s) of Member or Servicer to take any action required or allowed by Member or Servicer or to undertake any duties or fulfill any obligations of either of them hereunder so long as such Affiliate is qualified under the Operating Regulations to perform the obligations of Member or Servicer, as applicable, under this Agreement, and in such case such Affiliate(s) shall be entitled to the rights and benefits of Member or Servicer hereunder, as applicable. Notwithstanding any such designation and authorization, Member or Servicer, as applicable, shall remain liable for any breach or failure to perform hereunder by any such Affiliate(s) of


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Member or Servicer, as applicable, hereunder. Member and Servicer acknowledge that the terms of any agreement between them with respect to assignments shall supersede the provisions of this Section 13 as between Member and Servicer.

SECTION 14. INDEMNIFICATION; LIMIT ON LIABILITY .

14.1 Carrier shall indemnify and hold Member, Servicer and any Association Obligor harmless from and against any and all claims, losses, liability, costs, damages, and expenses on account of or arising out of claims, complaints, disputes, settlement, litigation, arbitration, governmental inquiry or other proceeding pertaining or alleged to pertain thereto and instituted by (a) a Cardholder with regard to Travel Costs or Transactions, and any and all disputes between Carrier and any Cardholder arising out of the common carrier passenger relationship or (b) any Person with regard to any willful misconduct, grossly negligent acts or omissions of Carrier, or any breach by Carrier of any provision of any of the Agreement, the Operating Regulations or any applicable laws and regulations.

14.2 Any Party seeking indemnification from Carrier will promptly notify Carrier of any such claim and allow Carrier the right to assume the defense of any such claim; provided , that , legal advisors retained by Carrier shall be reasonably acceptable to Servicer. Neither Member nor Servicer will settle any such claim without Carrier’s written consent. In the event that Carrier does not assume the defense of any such claim, Carrier will use commercially reasonable efforts to assist in the collection of information, preparation, negotiation and the defense of any such claim. Nothing herein shall limit Member’s or Servicer’s right of Chargeback as defined in Section 8 of the Agreement.

14.3 Each of Member and Servicer shall indemnify and hold Carrier harmless from and against any and all claims, losses, liability, costs, damages and expenses of any Person (other than Carrier) on account of or arising out of any claims, complaints, disputes, settlement, litigation, arbitration, governmental inquiry or other proceeding instituted by such Person and alleging or arising from the willful misconduct or grossly negligent acts or omissions of Member or Servicer. Except as otherwise provided in any separate indemnification agreements between Member and Servicer, the indemnifying party shall be liable only for its own such acts or omissions. Carrier will promptly notify Member and Servicer of any such third-party claim against Member or Servicer and allow Member or Servicer the right to assume the defense of any such claim. Carrier will not settle any such claim without Member’s or Servicer’s written consent. Any other provisions contained herein to the contrary notwithstanding, it is hereby agreed that the indemnity provisions set forth in this Section 14 shall survive termination of the Agreement and remain in effect with respect to any occurrence or claim arising out of or in connection with the Agreement.

14.4 In no event will Member or Servicer be liable for loss of profits or for any indirect or consequential loss or damage (howsoever arising) even if such loss was reasonably foreseeable. In no event will Carrier be liable for any indirect or consequential loss or damage (other than lost profits), howsoever arising, even if such loss was reasonably foreseeable.

14.5 Any exchange rate losses due to a refund or Chargeback being processed shall be borne by Carrier.


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SECTION 15. TERMINATION AND WAIVER .

15.1 The provisions of this Section 15 shall apply if any Party hereto shall commit a material default in the performance of its obligations under the Agreement, including any of the defaults specified in this Section 15 as reasons for termination of the Agreement. For purposes of this Section 15, all notices hereunder to be given by or to Member, shall be given by or to Servicer on behalf of Member. Servicer may remedy any material default by Member.

15.2 Carrier may terminate the Agreement on twenty-four (24) hours’ written notice to Servicer if Member or Servicer shall commit a material default under the Agreement and shall fail or refuse to remedy such material default within thirty (30) calendar days after receipt of written notice specifying the nature of such default, or to commence to remedy such material default within such period if the same is curable but cannot reasonably be remedied within such period, or shall fail to complete within forty-five (45) days after receipt of such written notice any remedy commenced during the original thirty (30) day notice period.

15.3 Servicer, for itself and on behalf of Member, may terminate the Agreement without notice to Carrier upon (a) the occurrence of any Insolvency Event, (b) Carrier’s commitment of or participation in any systematic, systemic or recurring fraudulent activity, (c) Carrier’s failure to notify Servicer of the occurrence of a material default in accordance with Section 21.3 *****.

15.4 Servicer, for itself and on behalf of Member, may terminate the Agreement on five (5) days’ written notice to Carrier based upon (a) the imposition, or an attempted imposition, of a lien in favor of any person other than Member or Servicer, whether voluntary or involuntary, on the Deposit or any portion thereof or any property of Carrier subject to the lien or security interest of Member or Servicer or any other Secured Party pursuant to this Agreement, or the imposition of any freeze on any property of Carrier subject to the lien or security interest of Member, Servicer or any other Secured Party; (b) the imposition of any material restriction on or material impairment of any of Member’s or Servicer’s rights under the Agreement, including any restriction of the rights with respect to the Deposit provided pursuant to the Exposure Protection Schedule; (c) failure by Carrier to pay any of the Obligations when due or to remit funds to Member or Servicer when required pursuant to the Agreement; or (d) failure by Carrier to provide any of the financial statements and reports described in Section 21; provided , that , Servicer shall not terminate the Agreement pursuant to this Section 15.4 if Carrier cures such default within the five (5) day notice period specified in this Section 15.4.

15.5 Servicer, for itself and on behalf of Member, may terminate the Agreement on twenty-four (24) hours’ written notice to Carrier if:

(a) Carrier (i) fails to maintain all licenses, permits and certificates necessary for it to conduct flight operations or (ii) materially breaches any requirement of any Operating Regulations, and Carrier fails or refuses to remedy any of the foregoing defaults within fifteen (15) calendar days after receipt of written notice specifying the nature of such default, or to commence to remedy such default within such period if the same is curable but cannot reasonably be remedied within such period, or shall fail to complete within thirty (30) days after receipt of such

***** Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission.


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written notice any remedy commenced during the original fifteen (15) day notice period; or

(b) any representation or warranty made by Carrier proves to be incorrect when made in any material respect, and Carrier fails or refuses to remedy such default within thirty (30) calendar days after receipt of written notice specifying the nature of such default, or to commence to remedy such material default within such period if the same is curable but cannot reasonably be remedied within such period, or shall fail to complete within forty-five (45) days after receipt of such written notice any remedy commenced during the original thirty (30) day notice period.

(c) Carrier shall commit any other material default under the Agreement and shall fail or refuse to remedy such material default within thirty (30) calendar days after receipt of written notice specifying the nature of such default, or to commence to remedy such material default within such period if the same is curable but cannot reasonably be remedied within such period, or shall fail to complete within forty-five (45) days after receipt of such written notice any remedy commenced during the original thirty (30) day notice period.

In the case of any material default described in this Section 15 with respect to which Carrier fails to provide notice in accordance with Section 21.3, any period for remedy under Section 15.5 shall begin on the date that such notice should have been provided by Carrier to Servicer.

15.6 No termination of the Agreement (whether under this Section 15 or any other provision of the Agreement) shall affect the rights or obligations of any party which may have arisen or accrued prior to such termination, including without limitation claims of Member or Servicer for Chargebacks related to Card Transactions that occurred prior to any termination.

15.7 No waiver of any provision hereunder shall be binding unless such waiver shall be in writing and signed by the party alleged to have waived such provisions.

SECTION 16. NOTICES . All notices permitted or required by the Agreement shall be in writing, served by personal delivery (including any courier service), ordinary mail or post or facsimile transmission at the address or facsimile number of the parties set out above or as otherwise notified in writing by any party to the other for such purpose, and shall be deemed to be effectively served on such party if served by personal delivery on the day of delivery (including any courier service), if served by ordinary mail or post two (2) days after the date of pre-paid first class posting or mail, or if served by facsimile transmission on the date of confirmation of transmission.

SECTION 17. RULES AND REGULATIONS; APPLICABLE LAW . Carrier acknowledges that the respective systems of the Card Associations are governed by their respective Operating Regulations and that all transactions hereunder are subject to such Operating Regulations and Carrier is obligated to comply with the Operating Regulations. Carrier further acknowledges that Member and Servicer have entered into the Agreement in reliance upon the applicability of the Operating Regulations of applicable Card Associations to the transactions hereunder and Carrier’s performance thereunder. Carrier shall comply in all material respects with all applicable laws and regulations.


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SECTION 18. REIMBURSEMENT BY CARRIER .

18.1 Carrier will reimburse Member and Servicer for any fees, charges, fines, assessments, penalties, and Chargebacks that Member or Servicer may be required to pay a Card Association or may incur with regard to any Transaction(s) processed pursuant to the Agreement or arising out of any failure of Carrier to perform in compliance with applicable Operating Regulations, applicable laws and regulations, or the requirements of PCI or any act or omission by any third party service provider to Carrier or any other party to a contract with Carrier; provided , that , Carrier shall have no obligation for the portion any such amount incurred due to the extent of the willful misconduct or grossly negligent acts or omissions of Member or Servicer. Without limiting the generality of the foregoing, Carrier will reimburse Member and Servicer for Transactions required to be paid by Member or Servicer by virtue of applicable Operating Regulations as such Operating Regulations may be applied by the applicable Card Associations. Any losses suffered by Member, Servicer or any Association Obligor on account of delay by Member or Servicer in processing Chargebacks shall be reimbursed by Carrier with respect to Chargebacks processed by Member or Servicer subsequent to cessation or substantial curtailment of flight operations of Carrier.

18.2 Member and Servicer shall have the right to deduct, set off against, or recoup from the amount of any reimbursement hereunder from any payment otherwise due to Carrier under this Agreement. If Member or Servicer is unable to so collect such amount, Carrier shall pay Member or Servicer (in each case, for Member or Servicer or on behalf of any applicable Association Obligor), on demand, the full amount or any uncollected part thereof provided Member and Servicer furnish Carrier with adequate supporting documentation with respect to such amount. Each Member or Servicer, at its option, may apply, set off against or recoup from the Deposit amount (if any) such amount necessary to satisfy Carrier’s obligations hereunder. In the case of any payment made to a third party for which Carrier reimbursed Member or Servicer, Carrier may choose to directly recover the amount involved or otherwise resolve the cause of the reimbursement in its sole discretion; provided , that , in such case, Member and Servicer shall have no obligation to recover such amount or take any other actions relating thereto except to reasonably cooperate with Carrier in the collection of information to prosecute such claims. Without limiting the foregoing, Carrier acknowledges that Reserved Funds are funds provisionally credited to Member pursuant to the Operating Regulations, subject to Chargeback as provided therein, and that pursuant to the Exposure Protection Schedule such funds will not be credited (provisionally or otherwise) to Carrier but will be held by Member or Servicer subject to subsequent credit as provided in the Exposure Protection Schedule and are subject to Chargeback in accordance with the Operating Regulations as such Operating Regulations may be applied by the applicable Card Association.

SECTION 19. COST AND EXPENSES . Carrier shall reimburse Member and Servicer for all reasonable costs and expenses, including reasonable attorneys’ fees and expenses of outside counsel to Member or Servicer (which may be higher than the rates such counsel charges to Member or Servicer in certain matters) paid or incurred by Member or Servicer in connection with the enforcement or preservation of Member’s or Servicer’s rights hereunder provided Member and Servicer shall have furnished Carrier with adequate supporting documentation with respect to such costs and expenses. All such costs and expenses to be paid by Carrier hereunder shall be payable on demand and are secured by the Deposit and all collateral of Member and Servicer hereunder. Member and Servicer, at its option, may deduct the amounts owed to it from any amount otherwise due Carrier from


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Member or Servicer or apply, set off against or recoup from the Deposit such amount necessary to satisfy Carrier’s obligations hereunder. This Section 19 shall survive termination of the Agreement.

SECTION 20. ASSISTANCE .

20.1 No Party to this Agreement shall unreasonably withhold any documentation required by another Party to the Agreement in connection with the defense of any claim asserted in connection with the Agreement.

20.2 Subject to compliance with any applicable data processing laws, Servicer may provide Cardholder’s name and address in accordance with the provisions of Section 4.1 for each Chargeback when it is included in the Cardholder’s documentation received by Member or Servicer.

SECTION 21. REPORTING . Until any obligation of Member and Servicer to perform hereunder shall have expired or been terminated and all obligations of Carrier to Member and Servicer hereunder shall have been satisfied, Carrier shall furnish to Servicer the following reports, notices and financial statements, which shall be in English and shall be stated in United States dollars unless an alternative currency is indicated in the Signatory Agreement that is part of the Agreement.

21.1 Within one hundred twenty (120) days after the end of each fiscal year of Carrier, the consolidated financial statements of Carrier and its subsidiaries, for the immediately preceding fiscal year, consisting of at least statements of income, cash flow and changes in stockholders’ equity, and a consolidated balance sheet as at the end of such year, setting forth in each case in comparative form corresponding figures from the previous annual audit and stating Carrier’s unrestricted cash (including cash equivalents) balance, certified by independent certified public accountants of recognized standing selected by Carrier and reasonably acceptable to Servicer. Servicer hereby confirms and acknowledges that the public accounting firm of Ernst & Young is acceptable to Servicer.

21.2 Within forty five (45) days after the end of each fiscal quarter, consolidated statements of income, cash flow and changes in stockholders’ equity for Carrier and its subsidiaries, if any, for such quarter and for the period from the beginning of such fiscal year to the end of such quarter, and a consolidated balance sheet of Carrier and its subsidiaries, if any, as at the end of such quarter, setting forth in comparative form figures for the corresponding period for the preceding fiscal year and stating Carrier’s unrestricted cash (including cash equivalents) balance, accompanied by consolidating statements for such period and a certificate signed by the chief financial officer of Carrier (a) stating that such financial statements present fairly the financial condition of Carrier and its subsidiaries and that the same have been prepared in accordance with generally accepted accounting principles and (b) certifying as to Carrier’s compliance with all statutes and regulations applicable to Carrier, respectively, except noncompliance that could not reasonably be expected to have a material adverse effect on the financial condition or business operations of Carrier.

21.3 Within five (5) days of an officer of Carrier becoming aware of any material default by Carrier under the Agreement, a notice from Carrier describing the nature thereof and what action Carrier proposes to take with respect thereto.


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21.4 Within five (5) days of an officer of Carrier becoming aware of the same, notice of any pending or threatened action, suit or proceeding at law or equity, or before or by any town, city, county, state, provincial or other governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, against Carrier or any of its property which is not covered by insurance and, if determined adversely to Carrier, could reasonably be anticipated to materially adversely affect the present or prospective financial condition of Carrier or affect its ability to perform hereunder.

21.5 Within five (5) days after any (a) termination or suspension of any agreement that is relevant to Carrier’s performance under this Agreement, or any of Carrier’s rights or benefits thereunder, that Carrier has with any Relevant Authorities or a Billing Settlement Processor, (b) modification of any agreement that is relevant to Carrier’s performance under this Agreement, with any Relevant Authorities or a Billing Settlement Processor that could reasonably be anticipated to materially adversely affect the present or prospective financial condition of Carrier or affect its ability to perform hereunder or (c) receipt by Carrier of notice from any Relevant Authorities or a Billing Settlement Processor of such Relevant Authorities’ or Billing Settlement Processor’s intention to terminate, suspend or modify agreement with Carrier, a notice from Carrier of such termination, modification or receipt of notice and such information with respect to the same as Servicer may reasonably request. Such notice shall be provided whether Carrier is a party to an agreement with any Relevant Authorities or a Billing Settlement Processor on the Effective Date or thereafter becomes party to an agreement with any Relevant Authorities or a Billing Settlement Processor.

21.6 Immediately upon the occurrence of an Insolvency Event, Carrier shall include Servicer and Member on the list and matrix of creditors filed with any bankruptcy authority whether or not a claim may exist at the time of filing.

21.7 Immediately upon the declaration of an event of default with respect to any payment obligation of Carrier pursuant to any aircraft lease, notice of such declaration and information concerning the amount of the obligation and the actual or likely consequences of such failure.

21.8 Within five (5) days after the merger or consolidation of Carrier, or entry by Carrier into any analogous reorganization or transaction, with any other corporation, company or other entity or the sale, transfer, lease or other conveyance of all or any substantial part of Carrier’s assets, notice of such event, including a description of the parties involved and the structure of the reorganization or transaction.

21.9 Immediately upon a responsible officer of Carrier becoming aware of any material adverse change in the condition or operations, financial or otherwise, of Carrier, notice of such material adverse change.

21.10 Such other information with respect to the financial condition and operations of Carrier as Servicer may reasonably request.

SECTION 22. GENERAL .

22.1 No failure or delay on the part of Member, any Servicer or Carrier in exercising any power or right under the Agreement shall operate as a waiver of such power or right.


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22.2 Section headings are included herein for convenience of reference only and shall not constitute a part of the Agreement for any other purpose.

22.3 Nothing in the Agreement or in the course of conduct between the parties shall be construed as creating a principal and agent partnership or joint venture relationship between the parties hereto.

SECTION 23. REMEDIES CUMULATIVE . All remedies, rights, powers, and privileges, either under the Agreement or by law or otherwise afforded to a Party, shall be cumulative and not exclusive of any other such remedies, rights, powers and privileges. Each Party may exercise all such remedies in any order of priority.

SECTION 24. CONFIDENTIALITY .

24.1 Carrier shall use reasonable efforts to assure that the Agreement, the Operating Regulations and information about Member and Servicer and their respective operations, affairs and financial condition, not generally disclosed to the public or to trade and other creditors, which is furnished to Carrier pursuant to the provisions hereof is used only for the purposes of the Agreement and any other relationship between Member or Servicer and Carrier and shall not be divulged to any person other than Carrier, its Affiliates and their respective officers, directors, employees and agents, except (a) to their attorneys and accountants in connection with the Agreement, (b) for due diligence purposes in connection with significant transactions or dealings involving Carrier and which are outside the ordinary course of Carrier’s business, including investments, acquisitions or financing, to other potential parties to such dealings or transactions or their professional advisors, subject to confidentiality agreements no less protective than these confidentiality provisions and subject, in the case of the Exposure Protection Schedule, to redaction of the Methodology, (c) in connection with the enforcement of the rights of Carrier hereunder or otherwise in connection with applicable litigation, and (d) as may otherwise be required by any court or law enforcement or regulatory authority having jurisdiction over Carrier or by any applicable law, rule, regulation or judicial process, the opinion of Carrier’s legal advisors concerning the making of such disclosure to be binding on the parties hereto; provided, that, in the event that Carrier determines that it is required to disclose any such information whether pursuant to a judicial order or to applicable law, Carrier agrees, to the extent legally permissible, to provide Member or Servicer within ten (10) days’ prior written notice (or such shorter prior notice as shall be reasonable and practicable in the circumstances) of such determination and the basis for such determination prior to making disclosure so that Member or Servicer may consider whether to seek an appropriate protective order or to waive compliance with the requirements of this Section 24. Carrier shall not incur any liability to Member or Servicer by reason of any disclosure permitted by this Section 24.

24.2 Member and Servicer shall use reasonable efforts to assure that the Agreement and information about Carrier and its operations, affairs and financial condition, not generally disclosed to the public or to trade and other creditors, which is furnished to Member or Servicer pursuant to the provisions hereof is used only for the purposes of the Agreement and any other relationship between Member or Servicer and Carrier and shall not be divulged to any person other than Member or Servicer, their Affiliates and their respective officers, directors, employees and agents, except (i) to their attorneys and accountants in connection with the Agreement, (ii) for due diligence purposes in connection with significant transactions or dealings involving Member or Servicer and which are outside the ordinary course of Member’s or Servicer’s business, including investments, acquisitions or financing,


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to other potential parties to such dealings or transactions or their professional advisors, subject to confidentiality agreements no less protective than these confidentiality provisions, (iii) in connection with the enforcement of the rights of Member or Servicer hereunder or otherwise in connection with applicable litigation, and (iv) as may otherwise be required by any court or law enforcement or regulatory authority having jurisdiction over Member or Servicer or by any applicable law, rule, regulation or judicial process, the opinion of legal advisors to Member or Servicer concerning the making of such disclosure to be binding on the parties hereto; provided, that in the event that Member or Servicer determines that it is required to disclose any such information whether pursuant to a judicial order or to applicable law, Member or Servicer, as applicable, to the extent legally permissible, agrees to provide Carrier with ten (10) days’ prior written notice (or such shorter prior notice as shall be reasonable and practicable in the circumstances) of such determination and the basis for such determination prior to making disclosure so that Carrier may consider whether to seek an appropriate protective order or to waive compliance with the requirements of this Section 24. Neither Member nor Servicer shall incur any liability to Carrier by reason of any disclosure permitted by this Section 24.

24.3 Carrier hereby authorizes Member to disclose to the Card Associations Carrier’s name and address and any and all other information as may be required pursuant to any Operating Regulations, and to list Carrier as one of its customers.

SECTION 25. FORCE MAJEURE .

25.1 Any delay in the performance by any party hereto of its obligations (except for payment of monies when due) shall be excused during the period and to the extent that such performance is rendered impossible or impracticable due to any one or more of the following: acts of God, fires or other casualty, flood or weather condition, earthquakes, acts of a public enemy, acts of war, terrorism, insurrection, riots or civil commotion, explosions, strikes, boycotts, unavailability of parts, equipment or materials through normal supply sources, the failure of any utility to supply its services for reasons beyond the control of the party whose performance is to be excused, or other cause or causes beyond such party’s reasonable control.

25.2 If any Party is affected by a force majeure event, it shall immediately notify in writing the other Parties of the nature and extent of the circumstances and the Parties shall discuss and agree on the action to be taken.

SECTION 26. ASSOCIATION OBLIGOR . Carrier acknowledges that Carrier may be obligated to an Association Obligor to the extent an Association Obligor has incurred liability to a Card Association either as a Direct Obligor or on account of payment of an Indirect Obligation. For the avoidance of doubt, it is understood and agreed that in the case of any such obligation, Carrier shall only be obligated to pay the obligation once, unless payment is made to an entity other than Member, Servicer, an Association Obligor, Card Association or other Secured Party, and the obligation to the Card Association is not extinguished or satisfied on account of such payment or otherwise. Member or Servicer shall act reasonably on behalf of an Association Obligor in such circumstances and Carrier may rely upon any actions taken or directions given by Member or Servicer as having been authorized by an Association Obligor.

SECTION 27. JUDGMENT CURRENCY . Carrier agrees that any judgment concerning this Agreement granted in favor of Member or Servicer shall be paid in the


[6.2.36] [U.S. Bank – Signatory Agreement.pdf]

currency such judgment is rendered in (the “ Judgment Currency ”). If Carrier fails to pay a judgment as described in the preceding sentence, Carrier agrees to indemnify Member and Servicer against any loss incurred by Member or Servicer as a result of the rate of exchange at which any amount recovered against Carrier (by way of recoupment, setoff or otherwise) is converted to the Judgment Currency. The foregoing indemnity shall constitute a separate and independent obligation of Carrier and shall apply irrespective of any indulgence granted to Carrier from time to time and shall continue in full force and effect notwithstanding any such judgment or order as aforesaid. The term “rate of exchange” shall include any premiums and costs of exchange payable in connection with the purchase of, or conversion into, the relevant currency.

SECTION 28. WAIVER OF SOVEREIGN IMMUNITY . To the extent that Carrier may be entitled, in any jurisdiction in which judicial proceedings may at any time be commenced with respect to this Agreement, to claim for itself or its revenues, assets or properties sovereign immunity from suit, from the jurisdiction of any court (including but not limited to any court of the United States of America or the State of Minnesota), from attachment prior to judgment, attachment in aid of execution of a judgment or from execution of judgment to the extent that in any such jurisdiction there may be attributed such sovereign immunity (whether or not claimed), Carrier hereby irrevocably agrees not to claim and hereby irrevocably waives such sovereign immunity in respect of suit, jurisdiction of any court, attachment prior to judgment, attachment in aid of execution of judgment and execution of a judgment.


[6.2.36] [U.S. Bank – Signatory Agreement.pdf]

Exhibit A

to Master Terms of Service

Payment Schedule


File Received by Member or Servicer by 9:00 P.M. (prevailing Central time, U.S.)		Day Funded (via wire)
Monday		Tuesday
Tuesday		Wednesday
Wednesday		Thursday
Thursday		Friday
Friday		Monday
Saturday		Tuesday
Sunday		Tuesday

Days that United States government offices and agencies are not open (weekends and federal holidays) will affect settlement times.


[6.2.36] [U.S. Bank – Signatory Agreement.pdf]

FEE SCHEDULE

*****

***** Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission.


[6.2.36] [U.S. Bank – Signatory Agreement.pdf] [page 1 of 61]

EXPOSURE PROTECTION SCHEDULE

(U.S. Transactions)


[6.2.36] [U.S. Bank – Signatory Agreement.pdf]

EXPOSURE PROTECTION SCHEDULE

This Exposure Protection Schedule is to the Signatory Agreement dated as of May 21, 2009 by and among Spirit Airlines, Inc. (“Carrier”) and U.S. Bank National Association, as “Member” and “Servicer” (together with the Master Terms of Service incorporated therein and all Schedules, Exhibits and other attachments to the Signatory Agreement and the Master Terms of Service, this or the “Agreement”).

1.	Certain Definitions.

All terms not otherwise defined herein that are capitalized and used herein shall have the meanings given to them in the Agreement. References to Sections in “this Agreement” or “the Agreement” mean any such Section in the MTOS. As used in this Exposure Protection Schedule, the following terms shall have the meanings indicated:

Aggregate Protection – The sum of (i) the Deposit, (ii) the amount remaining to be drawn upon any valid and outstanding Letter of Credit, and (iii) the proceeds of any previous draw on a Letter of Credit held by Servicer or Member and not applied to any Obligations or credited to the Deposit.

Carrier’s Rights – Any and all rights that Carrier has or may at any time acquire in any Sales Records, any Deposit amount, any right to payment under the Agreement prior to the exercise of any setoff rights or net settlement hereunder, or from any third parties as a result of any Sales Records or Card sales arising under or relating to the Agreement.

Deposit – The aggregate of (a) Reserved Funds and (b) any cash remitted and pledged by Carrier to Member or Servicer or any other Secured Party pursuant to or in connection with the Agreement to secure the Obligations hereunder, and all additions to such aggregate made from time to time and all monies, securities, investments and instruments purchased therewith and all interest, profits and/or dividends accruing thereon and proceeds thereof. Separate Deposits may be maintained in the event there are multiple currencies, in such currencies.

Gross Exposure – As defined in Section 8 of this Exposure Protection Schedule.

Letter of Credit – One or more valid and outstanding irrevocable standby letters of credit that are (i) issued for the benefit of all Secured Parties, (ii) in form and substance acceptable to Servicer, as determined by Servicer in its sole discretion, (iii) issued by a financial institution acceptable to Servicer, as determined by Servicer in its sole discretion and (iv) expressly accepted by Servicer or Member, as agent for all Secured Parties. Servicer hereby confirms, acknowledges and agrees that (x) the form and substance of the letter of credit attached hereto as Exhibit A is acceptable to Servicer, (y) Bayerische Hypo– und Vereinsbank AG, as the issuer of such letter of credit is on the date of this Agreement acceptable to Servicer and (z) GS Bank U.S.A. as the issuer of such letter of credit is on the date of this Agreement acceptable to Servicer.

Lien – Any mortgage, pledge, security interest, encumbrance, lien, hypothec or charge of any kind (including any agreement to provide any of the foregoing), any


[6.2.36] [U.S. Bank – Signatory Agreement.pdf] [page1 of 61]		(U.S. Transactions)

conditional sale or other title retention agreement or any lease in the nature thereof, or any filing or agreement to file a financing statement as debtor on any property leased to any Person under a lease which is not in the nature of a conditional sale or title retention agreement.

Methodology – As defined in Section 3 of this Exposure Protection Schedule.

Obligations – All of Carrier’s obligations under the Agreement whether now existing or hereafter arising, whether now existing or hereafter arising (including any of the foregoing obligations that arise prior to or after any Insolvency Event and any obligations arising pursuant to this Exposure Protection Schedule).

Required Amount – *****

Secured Parties – Any of Servicer, Member, and each Association Obligor under the Signatory Agreement.

2.	Exposure Protection

(a)

Upon commencement of the Agreement, Member or Servicer may retain and hold all funds paid to Member by a Card Association on account of Sales Records submitted by Carrier to Servicer or Member as Reserved Funds until the amount of the Aggregate Protection equals the Required Amount, as determined in accordance with Sections 3 and 8 of this Exposure Protection Schedule. In lieu of retaining Reserved Funds, or in addition to retaining and holding Reserved Funds, Member or Servicer, in its sole discretion, may, based upon the Net Activity report delivered under Section 6.4 of the MTOS or other relevant documentary evidence, demand that Carrier, and Carrier shall upon such demand, remit to Servicer within two (2) Business Days of Servicer’s demand immediately available funds to hold as the Deposit in an amount that when added to amounts (if any) retained and held by or on behalf of Member or Servicer as the Deposit causes the amount of the Aggregate Protection to equal the Required Amount. The Deposit amount shall be

***** Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission.

(U.S. Transactions)


[6.2.36] [U.S. Bank – Signatory Agreement.pdf]

subject to adjustment as provided in Section 3 of this Exposure Protection Schedule. Member, Servicer or any Secured Party will hold the Deposit as security for the due and punctual payment of and performance by Carrier of the Obligations.

(b)

To the extent Carrier has or may at any time acquire any rights in Carrier’s Rights, Carrier grants to each of Servicer, Member, and all other Secured Parties a Lien on the Deposit and all other Carrier’s Rights to secure the payment and performance by Carrier of all Obligations. Each Secured Party shall act as agent for all Secured Parties to the extent that any such Secured Party controls or possesses the Deposit or any collateral hereunder or is named as Secured Party on any filing, registration or recording. Carrier hereby acknowledges that notwithstanding the foregoing grant of a Lien, Reserved Funds represent only a future right to payment owed to Carrier under the Agreement, payment of which is subject to the terms and conditions of the Agreement and to Carrier’s complete and irrevocable fulfillment of its obligations and duties under the Agreement and do not constitute funds of Carrier.

(c)

Carrier further agrees that during the term of the Agreement, Carrier shall not grant, or attempt to grant, to any other Person or suffer to exist in favor of any other Person any Lien or other interest in Carrier’s Rights (if any) or in any proceeds thereof unless any such Lien or other interest and the priority thereof are subject to a subordination agreement in favor of Member, Servicer and all other Secured Parties and reasonably satisfactory to Servicer. This prohibition against the granting of any liens does not include a prohibition against the granting of liens in Carrier’s right to payment under this Agreement from Member or Servicer after Member or Servicer has setoff any amounts that may be owing from Carrier to Member or Servicer under this Agreement (a “Right to Payment”) and Member and Servicer acknowledge that they have received notice that Carrier has granted a lien in its Right to Payment in favor of Goldman Sachs Credit Partners LP (“Goldman”) and certain other lenders pursuant to that certain Security Agreement and Chattel Mortgage, dated as of July 25, 2005, between Carrier and Wells Fargo Bank Northwest, National Association, as collateral agent on behalf of Goldman (the “Goldman Lien”)

(d)

Carrier hereby acknowledges that Member and Servicer dispute the existence of any interest of Carrier in any rights to payment from Cardholders or Card Issuers arising out of the Sales Records and further acknowledges that to the extent it may have an interest therein, such interest is subordinate to the interests of the Secured Parties and of any of their respective subrogees.

(e)

Carrier will do all acts and things, and will execute, endorse, deliver, file, register or record all instruments, statements, declarations or agreements (including pledges, assignments, security agreements, financing statements, continuation statements, etc.) reasonably requested by Servicer, in form reasonably satisfactory to Servicer, to establish, perfect, maintain and continue the perfection and priority of the security interest and hypothec of Secured Parties in all Carrier’s Rights and in all proceeds of the foregoing, as granted by Carrier pursuant to Section 2(b) and 2(d) of this Exposure Protection

(U.S. Transactions)


[6.2.36] [U.S. Bank – Signatory Agreement.pdf]

Schedule. Carrier will pay the reasonable costs and expenses of all filings and recordings, including taxes thereon or fees with respect thereto and all searches reasonably necessary or deemed necessary by Servicer, to establish and determine the validity and the priority of such security granted in favor of Servicer. Carrier hereby irrevocably appoints Servicer (and all persons, officers, employees or agents designated by Servicer), its agent and attorney-in-fact to do all such acts and things contemplated by this paragraph in the name of Carrier. Without limiting the foregoing, Carrier hereby authorizes Servicer to file one or more financing statements or continuation statements in respect hereof, and amendments thereto, relating to any part of the collateral described herein without the signature of Carrier. A carbon, photographic or other reproduction of the Agreement or of a financing statement shall be sufficient as a financing statement and may be filed in lieu of the original in any or all jurisdictions which accept such reproductions.

3.	Adjustments to Deposit

(a)

Servicer will use the Methodology described in Section 8 of this Exposure Protection Schedule (the “Methodology”) to calculate Gross Exposure each Business Day. Carrier acknowledges that Servicer has explained to it and it understands Servicer’s Methodology for determining Gross Exposure and the amount of the Aggregate Protection and hereby agrees to be bound by such Methodology and the determinations made by Servicer as a result thereof, absent manifest error. Among other things, Carrier understands that Gross Exposure includes the value of Travel Costs for goods or services sold to Cardholders who used their Cards to purchase such goods or services with respect to which Carrier has not yet provided such goods or services. Servicer and Carrier may change the Methodology by mutual agreement.

(b)

The amount of the Deposit shall be increased or decreased each Business Day, as appropriate, based on the Methodology so that the amount of the Aggregate Protection will at all times equal the Required Amount. Any necessary increases to the Deposit may be made, at Servicer’s sole discretion by Member or Servicer withholding as Reserved Funds an amount up to ***** of amounts otherwise payable to Carrier under Section 6.2 of the MTOS until the amount of the Aggregate Protection is at least equal to the Required Amount, or by federal wire transfer of immediately available funds from Carrier to an account designated by Servicer, on the first (1st) Business Day after Carrier’s receipt of notice from Servicer that an increase is required and the amount thereof. If the Servicer agrees to permit increases to the amount of the Deposit by wire transfer and the funds required to increase the amount of the Deposit so that the Aggregate Protection is equal to the Required Amount are not transferred to Servicer as required by this Section 3, Member or Servicer may immediately withhold on a daily basis as Reserved Funds an amount up to ***** of amounts otherwise payable to Carrier under Section 6.2 of the MTOS until the amount of the Aggregate Protection at least equals the Required Amount. Member or Servicer shall remit to Carrier from the Deposit the amount necessary to reduce the amount of the Aggregate Protection to equal the Required Amount on each Business Day in accordance with Section 6.2 of the MTOS.

***** Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission.

(U.S. Transactions)


[6.2.36] [U.S. Bank – Signatory Agreement.pdf]

(c)

The amount of the Deposit to be maintained hereunder may be reduced in accordance with Section 9 of this Exposure Protection Schedule pursuant to which Servicer accepts Letter of Credit in lieu of all or a portion of the Deposit so long as the Aggregate Protection equals the Required Amount. Similarly, Servicer shall accept a Letter of Credit meeting the terms contained herein in replacement of an existing Letter of Credit that is either (i) within 120 days of expiration or (ii) may, after the expiration of the appropriate time frame set forth in Section 9, be subject to a draw due to a downgrade of the bank that issued such Letter of Credit.

(d)

Although Servicer has the right at all times to require that the amount of the Aggregate Protection equal the Required Amount, Servicer may, from time to time, in its sole discretion make remittances to Carrier or release portions of any Letter of Credit such that the Aggregate Protection is less than the Required Amount. The duration of any such reduction is within the sole discretion of Servicer. At any time that the amount of the Aggregate Protection is less than the Required Amount Servicer, in its sole discretion, may again require that the amount of the Aggregate Protection equal the Required Amount. Any required increase may be made as provided in Section 3(b) of this Exposure Protection Schedule as determined by Servicer. Any reductions in the amount of the Aggregate Protection as described in this paragraph shall not be deemed a course of dealing nor give rise to any rights by Carrier in the future to require that the amount of the Aggregate Amount be less than the Required Amount.

(e)

If an event or series of events occurs that can reasonably be determined to have a materially positive effect on Carrier’s present and prospective financial condition, then within ten days of each anniversary date of the Commencement Date Carrier may submit a written request to Servicer to review the Required Amount for consideration of a reduction in the percentage of Gross Exposure required to be maintained as the amount of the Aggregate Protection (a “Modification Request”). Servicer shall review the Modification Request and information presented by Carrier and attempt to respond to such request within thirty (30) days. Any determination of whether to agree to the Modification Request shall be made in the sole discretion of Servicer. If Servicer does not agree to the Modification Request, then Carrier shall have a period of fifteen (15) days from such response by Servicer to provide written notice to Servicer of Carrier’s election to terminate the Agreement ninety days from the date Carrier’s notice to terminate is delivered to Servicer. Carrier shall have no right to terminate the Agreement prior to its then current term (other than as a result of Servicer or Member’s breach) if it fails to (i) deliver a Modification Request within the time frame stated in this Section or (ii) provide notice of termination as a result of a negative response by Servicer to a Modification Request within the time frame stated in this Section.

4.	Control of Deposit

Carrier acknowledges that (i) funds remitted to Member or Servicer by Carrier and (ii) funds paid by Card Associations and held by Member, Servicer or any Secured Party as the Deposit may be commingled with other funds of Member, Servicer or

(U.S. Transactions)


[6.2.36] [U.S. Bank – Signatory Agreement.pdf]

such Secured Party, and further acknowledges that all such funds, and any investment of funds shall be in the name and control of Member, Servicer or such Secured Party, and Carrier shall have no interest in any securities, instruments or other contracts or any interest, dividends or other earnings accruing thereon or in connection therewith. It is the understanding of the Parties that, notwithstanding any other provision of the Agreement to the contrary, (a) the sole obligation of Member or Servicer with respect to the Deposit shall be the obligation to pay to Carrier amounts equal to the amounts attributable to Travel Costs with respect to which Carrier has provided goods or services net of any Obligations owed Carrier to any Secured Party, (b) such obligation to make payment to Carrier is at all times subject to the terms of the Agreement, and (c) such payment shall only be due and payable upon complete and irrevocable fulfillment by Carrier of all of its obligations and duties under the Agreement.

5.	Investment

(a)

To the extent permitted by applicable law or regulation, all amounts held as the Deposit will be deemed to earn a yield equal to the Applicable Rate. The amount so earned shall be credited to the Deposit.

6.	Right of Offset; Recoupment; Application

At any time that an amount is due Member, Servicer or any other Secured Party from Carrier, and Member, Servicer or such other Secured Party does not obtain payment of such amount due as provided in the Agreement, Member or Servicer (each on behalf of itself and any other Secured Party) shall have the right to apply, recoup or set off any amounts otherwise owed by Member, Servicer or any other Secured Party to Carrier hereunder, including, without limitation, any amounts attributable to the Deposit, to the amount owed by Carrier. Servicer may exercise any such right for its benefit or the benefit of Member or any other Secured Party. Where any application, recoupment or set off requires the conversion of one currency into another, Servicer or Member shall be entitled to effect such conversion in accordance with its prevailing practice and Carrier shall bear all exchange risks, losses, commissions and other bank charges which may thereafter arise.

7.	Retention of Deposit After Cessation

Notwithstanding any other provision of the Agreement to the contrary, during the period not to exceed ***** months from the earlier of termination of this Agreement or the date upon which Carrier permanently ceases flight operations, Member and Servicer may retain the Deposit and Letters of Credit so that the Aggregate Protection at least equals the Required Amount on each day. As the Required Amount is reduced because Gross Exposure has been reduced, Servicer is obligated to remit sufficient funds from the Deposit and/or return the Letter of Credit to Carrier within two (2) business days of such determination so that the Aggregate Protection does not exceed the Required Amount. Subject to the foregoing and the eighteen month time frame, Servicer shall continue to hold the Deposit and/or Letters of Credit until Servicer has determined that Carrier has no further Obligations or potential Obligations and Servicer shall be without any obligation to remit funds to Carrier until such time.

***** Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission.

(U.S. Transactions)


[6.2.36] [U.S. Bank – Signatory Agreement.pdf]

*****

***** Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission.

(U.S. Transactions)


[6.2.36] [U.S. Bank – Signatory Agreement.pdf]

9.	Standby Letter of Credit

(a)

The amount of the Aggregate Protection which Servicer or Member may maintain pursuant to this Exposure Protection Schedule shall include the sum of (a) the amount remaining to be drawn upon any valid and outstanding Letter of Credit and (b) the proceeds of any previous draw on a Letter of Credit held by Servicer or Member and not applied. At such time as the Servicer or Member may no longer draw on the Letters of Credit, Servicer may require that the amount of the Deposit plus proceeds of any draw on the Letters of Credit held by Servicer or Member and not applied equal the Required Amount.

(b)

Upon the occurrence of any event that gives rise to Servicer’s right under this Agreement to make demand on Carrier for payment to Servicer or Member of any Obligations and after (i) application of all amounts held as part of the Deposit and (ii) application of all amounts that would otherwise be payable to Carrier from Member or Servicer under the Agreement on such date, if any, then the Servicer, at its option, may draw on any Letter of Credit issued for its benefit with respect to the Agreement to pay such Obligations in an amount that does not exceed the sum of (A) the amount the Servicer has a right to demand that the Carrier pay the Servicer or Member under this Agreement on such date plus (B) the amounts the Servicer reasonably believes it will have a right to demand that the Carrier pay the Servicer or Member as Obligations during the following seven day period.

(c)

Notwithstanding anything to the contrary contained in this Section 9 to the contrary, Servicer may draw upon the full amount of a Letter of Credit if sixty (60) days have passed since Servicer delivered written notice to Carrier that

(U.S. Transactions)


[6.2.36] [U.S. Bank – Signatory Agreement.pdf]

the rating of the bank that issued the Letter of Credit has fallen below (A) ***** under the Moody’s Investors Service rating system or (B) ***** under the Standard and Poor’s rating system, or (C) if ratings from either of those services are unavailable, the equivalent rating of any of the foregoing under any similar rating system.

(d)

Notwithstanding anything to the contrary contained in this Section 9 to the contrary, Servicer may draw upon the full amount of a Letter of Credit if (i) five (5) Business Days have passed since the rating of the bank that issued the Letter of Credit has fallen below (A) ***** under the Moody’s Investors Service rating system or (B) ***** under the Standard and Poor’s rating system, or (C) if ratings from either of those services are unavailable, the equivalent rating of any of the foregoing under any similar rating system, (ii) an Insolvency Proceeding is commenced by or against Carrier or (iii) the Letter of Credit is set to expire within 60 days and Servicer has not received notice of renewal of the Letter of Credit or an replacement letter of credit acceptable as to form and issuer in the sole discretion of Servicer.

(e)

Carrier acknowledges that subject to its right to receive payments under this Agreement, it has no interest in any proceeds of any draw on any Letter of Credit issued for the benefit of Servicer or Member and that upon any valid draw on any Letter of Credit, Servicer or Member shall be entitled to hold the proceeds thereof for payment of the Obligations under the Agreement and apply such proceeds in payment thereof as and when Servicer reasonably deems appropriate, subject to the provisions of Section 7 of this Exposure Protection Schedule. Neither Servicer nor Member shall have any obligation to remit to any Person any excess proceeds of any draw on any Letter of Credit until expiration of the period specified in Section 7 of this Exposure Protection Schedule. In the event of any dispute between Carrier and the issuer of a Letter of Credit or any subrogee thereof, or any other Person with respect to entitlement to any proceeds of a Letter of Credit, Servicer or Member may retain all such proceeds until final resolution of such dispute by a court of competent jurisdiction, subject to the right of Servicer or Member to retain and apply proceeds in payment of the Obligations. In the event that Servicer or Member draws on a Letter of Credit and holds the proceeds thereof at a time when Carrier is conducting normal flight operations, Servicer or Member, at its option, may include such proceeds in its calculation of coverage for the Required Amount and remittances to Carrier may be made in accordance with Section 2 of this Exposure Protection Schedule as if the proceeds were part of the Deposit. Carrier further agrees that at Servicer’s option, any excess proceeds of a Letter of Credit, as determined by Servicer in good faith after taking into account all obligations of the Carrier to the Secured Parties, may be remitted to the issuer of a Letter of Credit, or if the issuer has been reimbursed in full for all amounts owed to it on account of the draw on the Letter of Credit, to the account party thereof.

10.

Fare Club Exposure

(a)

The “Fare Club Exposure,” as determined in accordance with this Section 10 shall be added to the calculation of Gross Exposure at all times; provided,

***** Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission.

(U.S. Transactions)


[6.2.36] [U.S. Bank – Signatory Agreement.pdf]

however, (i) the Fare Club Exposure will first be added to the calculation of Gross Exposure on the last Business Day of the first full month after the Commencement Date and (ii) the amount of the Fare Club Exposure will only be modified as of the last Business Day of each month.

(b)

The initial calculation of the Fare Club Exposure shall be based upon the assumption that (i) the Fare Club memberships are only for a ***** period and (ii) sales of Fare Club membership average ***** per month.

(c)

During the initial six month period beginning with the first full month after the Commencement Date, the following amounts shall constitute the Fare Club Exposure:


Month No.	1	2	3	4	5	6
Fare Club Exposure Amount	*****	*****	*****	*****	*****	*****

(d)

Within 10 days of the end of each month, Carrier shall provide Servicer with a report of its Fare Club membership sales for the preceding month made through the use of a Card (the “Fare Club Sales Report”). The first Fare Club Sales Report shall cover the first full calendar month after the Commencement Date.

(e)

At the conclusion of each six month period, Servicer shall complete a reconciliation between the actual Fare Club Exposure then held and the actual exposure based upon the Fare Club Sales Reports (the “Reconciled Exposure”). The actual exposure for determining the Reconciled Exposure shall be determined by taking the fare club sales for any particular month and reducing such amount by ***** of the original monthly sale amount in each month after such sale until the amount reaches zero, with the first ***** reduction occurring in the month the fare club sale occurs (the “Exposure Reduction Methodology”). Based upon such reconciliation, the amount of Fare Club Exposure will modified to be equal to the Reconciled Exposure.

(f)

During each successive six month period, the Fare Club Exposure will be determined by (i) using the most recent Reconciled Exposure and reducing such amount in each successive month in accordance with the Exposure Reduction Methodology and (ii) adding to the Fare Club Exposure each month an amount equal to the average monthly amount of fare club sales as determined by the most recent six Fare Club Sales Reports, but subtracting from the Fare Club Exposure an amount determined by applying the Exposure Reduction Methodology in succeeding months to the amounts added to the Fare Club Exposure.

(g)

Servicer reserves the right to modify the Fare Club Exposure to the extent that Carrier sells fare club memberships with a term longer than one year. Carrier may request that Servicer adjust the calculation of Fare Club Exposure if at any time more the 40% of the fare club memberships then outstanding, when originally sold, were for terms materially shorter than one year.

***** Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission.

(U.S. Transactions)


[6.2.36] [U.S. Bank – Signatory Agreement.pdf]

Exhibit A to Exposure Protection Schedule

Date of Issue: August 2009

Irrevocable Standby Letter of Credit Number:

Beneficiary:

U.S. Bank National Association

Mail Station BC MN H22P

800 Nicollet Mall

Minneapolis, MN 55415

Attention: Credit Manager


Amount:						Initial Expiry Date/Place:
See Exhibit C						1 October 2010/New York, NY

Re: Spirit Airlines

Dear Sirs:

We hereby establish our Standby Letter of Credit (“Letter of Credit”) in favor of U.S. Bank National Association (“Beneficiary”) with Spirit Airlines, Inc. (“Spirit”), referenced below, on behalf of Goldman, Sachs & Co., for the available amount from time to time as set forth in Exhibit C hereto, which amount shall be automatically reduced by the amount of each drawing hereunder, available by the Beneficiary’s draft(s) drawn on us at sight (the “Available Amount”).

Subject to the provisions of this Letter of Credit, you are hereby irrevocably authorized to make one or more drawings, each in an amount not in excess of the Available Amount in effect on the date such drawing is made by presentment to us at our office at 150 East 42 ⁿ ^c Street, 28 ^th Floor, New York, NY 10017 on or prior to the Date of Expiry (as such term is defined below) of a duly completed certificate in the form of Exhibit A attached hereto (the “Demand Certificate”), signed on your behalf by a person purporting to be your authorized signatory, accompanied by the original Letter of Credit.

Partial drawings are permitted, provided that not more than one drawing may be made during any calendar week.

This Letter of Credit is transferable in its entirety (but not in part) to any entity(ies) designated by Beneficiary as a transferee under the Signatory Agreement dated May 2009 between Beneficiary and Spirit (the “Bankcard Agreement”) and may be successively so transferred. Transfer of the Available Amount under this Letter of Credit to such transferee shall be effected by the presentation to us of this Letter of Credit accompanied by a certificate substantially in the form set forth as Exhibit B to this Letter of Credit.

The initial term of this Letter of Credit shall commence upon the Date of Issue (set forth above) and continue through and terminate on the close of business on 1 October 2010 unless extended (the then effective date on which this Letter of Credit terminates is the “Date of Expiry”).

We herby engage with you that all Demand Certificates presented in compliance with the terms of this Letter of Credit will be duly honored upon presentation to us.

Our obligation under this Letter of Credit shall be absolute and shall not be affected by any circumstance, claim or defense (real or personal), setoff or counterclaim of Spirit or any other person as to the enforceability of the Bankcard Agreement referenced herein, it being understood that our obligations shall be that of a primary obligor, and not that of a surety or guarantor.

***** Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission.


[6.2.36] [U.S. Bank – Signatory Agreement.pdf]

This Letter of Credit and the Exhibits hereto sets forth in full the terms of our undertaking, and such undertaking shall not in any way be modified, amended, or amplified by reference to any facts now known to the undersigned or hereafter made known to the undersigned or to any document, instrument or agreement in which this Letter of Credit is referred to or to which this Letter of Credit relates, and no such reference shall be deemed to incorporate herein by reference any document, instrument or agreement.

This credit is subject to the Uniform Customs and Practice for Documentary Credits (2007 Revision), International Chamber of Commerce, Publication No. 600.

Bayerische Hypo und Vereinsbank AG

New York Branch

[Authorized Signature(s)]


[6.2.36] [U.S. Bank – Signatory Agreement.pdf]

EXHIBIT A

TO THE LETTER OF CREDIT

Bayerische Hypo-und Vereinsbank AG

150 East 42 ^nc Street, New York, NY 10017

Re:	Irrevocable Standby Letter of Credit Number: SB246653 (the “Letter of Credit”)

The undersigned, an authorized signatory of U.S. Bank National Association and/or its successors or assigns, the Beneficiary of the Letter of Credit, hereby certifies to Bayerische Hypo-und Vereinsbank AG (the “Bank”) that:

(a) The Beneficiary hereby demands payment of $ (“Demand Amount”) under the Letter of Credit for the purpose of paying and/or assuring future payment of amounts due from Spirit pursuant to the Signatory Agreement (including all appendices and amendments thereto) dated May , 2009 between U.S. Bank National Association, and Spirit Airlines, Inc. (“Spirit”), currently and/or contingently, to Beneficiary.

(b) The Demand Amount is equal to or less than the Available Amount under the Letter of Credit.

IN WITNESS WHEREOF, the Beneficiary has executed and delivered this Demand Certificate as of the day of , .


Very truly yours,

U.S. Bank National Association

By:
Name:

Authorized Signatory

EXHIBIT B

TO THE LETTER OF CREDIT

INSTRUCTIONS TO TRANSFER

, 20

Bayerische Hypo-und Vereinsbank AG

New York Branch

150 East 42 ⁿ ^c Street

New York, NY 10017-4679

Attention: Manager, Letter of Credit Department

Re:	Irrevocable Letter of Credit No.

Gentlemen:

The undersigned is named as a beneficiary in the Letter of Credit referred to above (the “Letter of Credit”). The undersigned now wishes to transfer to the Transferee named below, all rights to the undersigned to draw under the Letter of Credit.

Name of Transferee

Address

Therefore, for value received, the undersigned hereby irrevocably instructs you to transfer to such Transferee all rights of the undersigned to draw under the Letter of Credit. Such Transferee shall hereafter have rights as a beneficiary under the Letter of Credit.

The Letter of Credit is enclosed herewith.

IN WITNESS WHEREOF, the Beneficiary has executed and delivered this Certificate as of the day of , 20 .


[NAME OF TRANSFEROR]

By:
Title:

The undersigned, [Name of Transferee], hereby accepts the foregoing transfer of rights under the Letter of Credit.


[NAME OF TRANSFEREE]

By:
Title:

Address:
[insert address]

EXHIBIT C

TO THE LETTER OF CREDIT

Date

Available

Amount

*****

***** Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission.

EXTENSION TO THE LETTER OF CREDIT


30/09/10-12:50:34		LCPrinter-1386-000002		2


				Instance Type and Transmission
				Instance Type and Transmission

Copy received from SMQS

Priority/Delivery : Normal

Message Output Reference : OFAC.OUT0726000774


				Message Header
				Message Header

Swift Input : FIN 799 Free Format Message

Sender : HYVEUS33XXX

UNICREDIT BANK AG (HYPOVEREINSBANK)

NEW YORK,NY US

Receiver : USBKUS44XXX

U.S. BANK

MINNEAPOLIS,MN US


				Message Text
				Message Text

20: Transaction Reference Number

SB264501

21: Related Reference

PAGE 1 OF 2

79: Narrative

.ATTN: LETTER OF CREDIT DEPT.

…REVISED AMENDMENT DATED SEPTEMBER 28, 2010…

RE - OUR L/C NO.SB264501 DATED AUGUST 07, 2009

FOR USD 29,000,000.00

B/O - GOLDMAN SACHS AND COMPANY

F/O - U.S. BANK NATIONAL ASSOCIATION

. .

PLEASE ADVISE BENEFICIARY L/CREDIT AMENDED AS FOLLOWS -

1) EXPIRY DATE EXTENDED TO MAY 02, 2011

2) ON PAGE 10 OF 10 “EXHIBIT C” ADD THE FOLLOWING SCHEDULE:


DATE:		AVAILABLE AMOUNT:
OCTOBER 1, 2010 TO AND INCLUDING
FEBRUARY 28, 2011		USD15,000,000.00
.
MARCH 1,2011 TO AND INCLUDING
MARCH 31, 2011		USD13,000,0000.00
.
APRIL 1, 2011 TO AND INCLUDING
APRIL 30, 2011		USD11,000,000.00
.
MAY 1, 2011		USD 0.00

ALL OTHER TERMS AND CONDITIONS REMAIN THE SAME.

CONTINUED ON PAGE 2

*End of Message


30/09/10-12:50:34		LCPrinter-1386-000003		3


				Instance Type and Transmission
				Instance Type and Transmission

Copy received from SMQS

Priority/Delivery : Normal

Message Output Reference : OFAC.OUT0726000775


				Message Header
				Message Header

Swift Input : FIN 799 Free Format Message

Sender : HYVEUS33XXX

UNICREDIT BANK AG (HYPOVEREINSBANK)

NEW YORK,NY US

Receiver: USBKUS44XXX

U.S. BANK

MINNEAPOLIS,MN US


				Message Text
				Message Text

20: Transaction Reference Number

SB264501

21: Related Reference

PAGE 2 OF 2

79: Narrative

CONTINUATION OF SB264501, PG 1 OF 2

THIS AMENDMENT IS SUBJECT TO THE UNIFORM CUSTOMS AND PRACTICE FOR DOCUMENTARY CREDITS (2007 REVISION) INT’L CHAMBER OF COMMERCE PUBLICATION NO. 600.

PLEASE INDICATE YOUR ACCEPTANCE/REJECTION TO THIS AMENDMENT BY YOUR AUTHENTICATED SWIFT MESSAGE TO HYVEUS33 ATTN: LETTER OF CREDIT DEPT.

REGARDS - AIJAZ MIRZA - L/CREDIT DEPT.

*End of Message

FIRST AMENDMENT TO SIGNATORY AGREEMENT

THIS FIRST AMENDMENT TO SIGNATORY AGREEMENT (this “ Amendment ”) is entered into as of January 18 , 2010, by and between Spirit Airlines, Inc., a company organized under the laws of the state of Delaware (“ Carrier ”), and U.S. Bank National Association (“ Bank ”).

RECITALS

A. Bank and Carrier are parties to a Signatory Agreement (U.S. VISA and MasterCard Transactions) dated as of May 21, 2009 (as the same has been amended, restated or otherwise modified from time to time, the “ Card Processing Agreement ”) pursuant to which Bank processes certain payments made to Carrier using Cards (as such term is defined in the Card Processing Agreement) bearing the servicemark of Visa International, Visa U.S.A. Inc. or MasterCard International Incorporated.

B. Carrier and Bank each desire to make certain changes to the Card Processing Agreement and have therefore agreed to enter into this amendment.

AGREEMENT

NOW, THEREFORE, for good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto hereby covenant and agree to be bound as follows:

S ection 1. Capitalized Terms . Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to them in the MTOS attached to the Card Processing Agreement, unless the context shall otherwise require.

Section 2. Amendments . The Card Processing Agreement is hereby amended to add a new Section 16 to the Signatory Agreement portion of the Card Processing Agreement to read as follows:

Section 16 Internet Debit Card Processing . Notwithstanding anything else contained in this Agreement, Carrier may submit for processing hereunder PIN-based Internet Transactions involving Debit Cards provided Bank has notified Carrier that Bank or its affiliates agrees to accept such Transactions. Cartier understands and agrees that Bank’s ability to accept PIN-based Internet Debit Card Transactions under this Agreement is dependent upon Bank or its affiliate having agreements in place with certain third party vendors, such as Acculynk. Carrier acknowledges that even if Bank agrees to accept PIN-based Internet Debit Card Transactions, Bank may not be able to accept Transactions for Debit Cards on all the EFT Networks. Carrier may not submit any other PIN-based Debit Card Transactions under this Agreement other than PIN-based Internet Debit Card Transactions. If Bank can no longer process PIN-based Internet Debit Card Transactions because it does not have the required enforceable contracts with third party vendors, no such Transactions may be submitted hereunder. Bank shall not be deemed in breach of the Agreement or otherwise have any liability to Carrier as a result of its inability to process PIN-based Internet Debit Card Transactions due to the lack of the required contracts with third party vendors.

During any period in which Bank can accept PIN-based Internet Debit Card Transactions, the following additional terms shall apply:

16.1 Section 1 of the MTOS is hereby amended by adding the following definitions in the correct alphabetical order:

Credit Card Associations – Visa U.S.A. Inc., Visa International, Inc., MasterCard International Incorporated and any other national card association designated by Bank.

Debit Card – A card or device bearing the symbol(s) of one or more EFT Networks or Credit Card Associations, which may be used to purchase goods and services from Carrier and to pay the amount due to Carrier by an electronic debit to the Cardholder’s designated deposit account.

EFT Networks – (i) Interlink Network, Inc., Maestro U.S.A., Inc., STAR Networks, Inc., NYCE Payments Network, LLC, PULSE Network LLC, ACCEL/Exchange Network, Alaska Option Services Corporation, Armed Forces Financial Network, Credit Union 24, Inc., NETS, Inc. and SHAZAM, Inc. and (ii) any other organization or association that hereinafter authorizes Bank or its affiliates to authorize, capture, and/or settle Transactions effected with Debit Cards, and any successor organization or association to any of the foregoing.

Internet PIN Pad — A secure program that displays and allow entry on an alphanumeric keyboard which conforms with the Operating Regulations and requirements established from time to time by Bank, and through which a Cardholder may enter a PIN.

PIN – A Personal Identification Number.

16.2 The definitions of “Card” and “Card Associations” contained in Section 1 of the MTOS are amended and restated in their entirety to read as follows:

Card — (i) Any card (other than a Debit Card) with respect to MasterCard International Incorporated, Visa U.S.A., Inc. or Visa International or other cards bearing the service mark of MasterCard International Inc., Visa U.S.A., Inc. or Visa International or any other national card association designated by Bank and (ii) any Debit Card.

Card Associations — The Credit Card Associations and the EFT Networks and any other card association that may in the future be designated by mutual agreement of Bank and Carrier.

16.3 Fees for PIN-based Internet Debit Card Transactions shall be based upon Debit Card Fee Schedule to the Agreement, attached as Exhibit A to the First Amendment to Signatory Agreement, and the Fee Schedule attached to the Agreement shall not apply to such PIN-based Internet Debit Card Transactions.

16.4 If requested by Bank or required by any EFT Network, Carrier shall prominently display the most current versions of the EFT Network’s names, symbols, and/or service marks, as appropriate, on its Internet website and may display such

marks on promotional materials to inform the public that such Debit Cards will be honored by Carrier. Carrier’s use of such marks must comply with the requirements of each mark’s owner. Carrier’s right to use or display such marks shall continue only long as the Agreement remains in effect and such right shall automatically terminate upon termination of the Agreement.

16.5 In submitting PIN-based Internet Debit Card Transactions to Bank, Carrier agrees as follows:

A Cardholder’s Debit Card information and PIN are confidential.

During the Transaction process, Carrier will employ an Internet PIN Pad with appropriate technology to maintain the confidentiality of the Cardholder’s Debit Card information and PIN.

Carrier shall use appropriate technology when initiating every Debit Card Transaction so as to prevent the unauthorized recording or disclosure of a Cardholder’s PIN.

Carrier shall require that each holder of a Debit Card enter his or her PIN on a Internet PIN Pad when initiating a PIN-based Internet Debit Card Transaction.

16.6 Carrier shall support PIN-based Internet Debit Card Transactions for purchases and refunds, but may not support purchases with cashback or balance inquiries.

16.7 At the time of any PIN-based Internet Debit Card Transaction, Carrier shall make available for each Cardholder to print a Transaction receipt containing, at a Minimum, the following information:

•

Amount of the Debit Card Transaction,

•

Date of the Debit Card Transaction,

•

Truncated Debit Card number or another account number or code that uniquely identifies the Cardholder,

•

Carrier’s name, and

•

Reference number or authorization number.

16.8 Carrier may electronically perform a refund Transaction (if permitted by the applicable EFT Network) for a PIN-based Internet Debit Card Transaction only if original PIN-based Debit Card Transaction was initiated by Carrier.

16.9 When requested by any EFT Network, in its sole discretion, Carrier will immediately take action to: (i) eliminate any fraudulent or improper Transactions, (ii) suspend processing of PIN-based Internet Debit Card Transactions; or (iii) entirely discontinue acceptance of PIN-based Internet Debit Card Transactions.

16.10 Carrier understands that PIN-based Internet Debit Card Transactions conducted with a Internet PIN Pad are high risk and there is a significant risk that a Cardholder’s PIN may be tracked or improperly disclosed if appropriate security technology is not employed with the Internet PIN Pad. Carrier understands that Bank

does not provide such security technology and that it is solely Carrier’s responsibility to employ such technology. Carrier indemnifies Bank against any claims made by a holder of a Debit Card regarding the unauthorized disclosure of such Cardholder’s PIN in any Transactions submitted to Bank for processing.

16.11 All PIN-based Internet Debit Card Transactions shall be included in the flight calendar under the Exposure Protection Schedule to the Agreement and otherwise included when determining Gross Exposure. Carrier shall be responsible for submitting to Bank the flight data information for each PIN-based Internet Debit Card Transaction necessary to allow Bank to include such Transactions in the Gross Exposure calculation.

16.12 Carrier recognizes that the rules for Chargebacks on PIN-based Internet Debit Card Transactions under the EFT Networks and applicable law may differ from the rules applicable to transactions under the Credit Card Associations and agrees that any rules contained under this Agreement applicable to Chargebacks shall be deemed modified to account for such differences under the EFT Networks and applicable law.

Section 3. Representations and Warranties of Carrier. Carrier hereby represents and warrants to Bank that on and as of the date hereof and after giving effect to this Amendment:

3.1 All of Carrier’s representations and warranties contained in the Card Processing Agreement are true, correct and complete in all respects as of the date hereof as though made on and as of such date; provided, that references in Section 9.1(e) of the MTOS to financial statements shall be to the most recent financial statements of such type delivered to Bank by Carrier.

3.2 Carrier has the power and legal right and authority to enter into this Amendment and has duly authorized as appropriate the execution and delivery of this Amendment and none of the agreements contained herein contravene or constitute a default under any agreement, instrument or indenture to which the Carrier is a party or a signatory or a provision of Carrier’s Certificate or Articles of Incorporation or, to the best of the Carrier’s knowledge, any other agreement or requirement of law, or result in the imposition of any lien on any of its property under any agreement binding on or applicable to Carrier or any of its property except, if any, in favor of Bank.

3.3 Carrier is duly organized and in good standing under the laws of the state of its organization and is qualified to do business in each state where the nature of its activities or the character of its properties makes such qualification necessary or desirable and the failure to so qualify would have a material adverse effect on the assets or operations of Carrier.

3.4 Upon the effective date of this Amendment, this Amendment and the Card Processing Agreement, as supplemented and amended hereby, will constitute the legal, valid and binding obligations of Carrier enforceable in accordance with their terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and other laws affecting the rights of creditors generally, and to the exercise of judicial discretion in accordance with general principles of equity.

Section 4. Representations and Warranties of Bank . Bank represents and warrants to Carrier that Bank has full and complete power and authority to enter into and perform under this Amendment and has obtained, and there remain in effect, all necessary licenses, resolutions and filings which are necessary for Bank to perform its obligations under this Amendment.

Section 5. Ratification of Agreement; Acknowledgment . Except as expressly modified under this Amendment, all of the terms, conditions, provisions, agreements, requirements, promises, obligations, duties, covenants and representations of Carrier and Bank, respectively, under the Card Processing Agreement are hereby ratified by Carrier and Bank, respectively. All references contained in the Card Processing Agreement and the Schedules thereto to “Agreement” shall mean the Card Processing Agreement as supplemented and amended hereby.

Section 6. Effective Date . This Amendment shall become effective upon execution and delivery to Bank of duly executed counterparts hereof by Bank and Carrier.

Section 7. Merger and Integration, Superseding Effect . This Amendment, from and after the date hereof, embodies the entire agreement and understanding between the parties hereto, and supersedes and has merged into it all prior oral and written agreements, on the same subjects by and between the parties hereto with the effect that this Amendment shall control with respect to the specific subjects hereof and thereof.

Section 8. Governing Law . This Amendment shall be governed by and construed in accordance with the laws of the State of Minnesota.

Section 9. Counterparts . This Amendment may be executed in any number of counterparts, each of which when so executed and delivered shall be deemed to be an original, and all of which counterparts of this Amendment when taken together, shall constitute one and the same instrument.

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed as of the date and year first above written.


CARRIER :

SPIRIT AIRLINES, INC.

By:		/s/ David Bradford
Title: VP Treasurer


BANK :

U.S. BANK NATIONAL ASSOCIATION

By:		/s/ Michael Kennedy
Title: Its Authorized Representative

[Signature Page to First Amendment]

EXHIBIT A

DEBIT CARD TRANSACTION FEE SCHEDULE

Carrier agrees to pay Bank charges for PIN-based Internet Debit Card Transactions according to the following processing fee schedule.

A fee for all PIN-based Internet Debit Card Transactions equal to ***** of all Gross Card Sales during such period. “Gross Card Sales” means the total gross dollar amount of Debit Card sales transactions submitted by Carrier in an applicable period. In addition, Carrier shall be charged a ***** per item fee based upon Gross Card Transactions. “Gross Card Transactions” means the total gross number of transaction items, including sales and refunds submitted by Carrier in an applicable period.

Card Authorization costs, data capture costs, and equipment rental or purchase costs (to the extent Carrier requests such equipment) will be paid directly by Carrier.

Bank will assess a ***** handling fee for each and every Chargeback received by Bank during any 30 calendar day period in which there is at least a ***** ratio of Chargebacks received by Bank to net sales volume. Carrier acknowledges and agrees that such fees constitute reasonable compensation to Bank for the services provided by Bank in connection with the handling of Chargebacks, taking into account, among other things, the costs and expenses, whether direct or indirect, and whether out-of-pocket or attributable to an increased administrative burden, incurred or suffered by Bank as a result of such Chargeback activity. As an accommodation to Carrier, Bank will charge the handling fee specified herein only when the ratio of Chargebacks to net sales volume equals or exceeds ***** during any applicable period.

The rate specified in paragraph A for Gross Card Sales above may be adjusted from time to time to reflect and correspond to: (1) increases or decreases in applicable rates, fees and assessments established and levied by the applicable Card Associations and (2) increases or decreases in Bank’s transaction processing costs.

Upon the upgrade of Bank’s systems, Carrier and Bank shall endeavor to amend this Debit Card Transaction Fee Schedule to convert from the flat rate pricing to a pricing model in which interchange and assessments from the EFT Networks and the Credit Card Associations are passed through at cost and (i) a mark up as Bank’s fee equal to *****, plus (ii) Acculynk’s fee equal to ***** plus ***** for Acculynk’s fee, each assessed on Gross Card Sales.

***** Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission.

Exhibit 10.6

TERMS AND CONDITIONS FOR WORLDWIDE

ACCEPTANCE OF THE AMERICAN EXPRESS CARD BY AIRLINES

between

SPIRIT AIRLINES, INCORPORATED

print or type name

print or type full corporate name (if different)

UNITED STATES

country of incorporation

18121 EAST EIGHT MILE ROAD, EASTPOINTE, MI 48021

principal place of business (city and country)

and

AMERICAN EXPRESS

TRAVEL RELATED SERVICES COMPANY, INC.

9/4/98

print or type effective date

GLOSSARY

(page numbers indicate where term is defined or first used)

“Agent” : a ticket, travel or general sales agent or other agent, not an employee of yours, whom you have duly appointed to act as your agent (p.1)

“Air Transport” : defined in Section 1 (p.1)

“American Express Format” : the American Express Airline Industry Submission Standard Format, as amended by us from time to time (Schedule II, Section 5.D, p.II-3)

“APC” : agency processing center or other central facility for processing charges outside the U.S. (p.4)

“ARC” : Airline Reporting Corporation (p.4)

“Authorization” : defined in Schedule II, Section 4.A (p.II-2)

“Card Service” : the service we and our subsidiaries and affiliates provide for businesses to accept the Card for the purchase by Cardmembers of goods and services (p.3)

“Card” : Cards and other payment devices or accounts issued by us or any of our subsidiaries, affiliates or the licensees or representatives of any of the foregoing worldwide (p.1)

“Cardmember” : the person in whose name a currently valid Card is issued (p.1)

“Carrier” : means you, the airline signing this Agreement (p.1)

“Carrier Affiliate Group” : licensed passenger air transport carriers with which you have shared designator code agreements and written franchise or similar agreements where by such carriers (a) operate under a trade name and logo owned by you; (b) hold themselves out to the public as being affiliated with you; (c) utilize ticket stock bearing your name and

identifying number; and (d) are required to comply with operational and customer service standards prescribed by you (p.1)

“Charge” : a single purchase or series of purchases with the Card of one or more Air Transport tickets or other goods or services permitted by this Agreement at any one location of Carrier or Agent made at substantially the same time (p.1)

“Charge Record” : defined in Schedule II, Section 3.A (p.II-1)

“Coupon Book” : a coupon book or pass or other similar product where the customer pays in advance for a series of goods or services to be provided in the future (p.1)

“Credit” : a refund due to a Cardmember for a Charge made, issued as described in Schedule II, Section 8 (p.II-4)

“Credit Record” : the means to record the issuing of Credits which has been agreed upon by you and us: defined in Schedule II, Section 8.B (p.II-4)

“Discount” : the percentage applied to the amount of a Charge to calculate the deduction from that Charge as payment to us (p.1)

“Disputed Charge” : a claim, complaint or question about any Charge (Schedule II, Section 9, p.II-4)

“Electronic Authorization” : Authorization obtained as described in Section 4.B of Schedule II (p.II-2)

“Extended Payment” : any product or ours (other than the Optima Card and other revolving credit card products) which allows the user to make a purchase on an extended payment basis, whether by installments or otherwise; goes by different names in different countries: defined in Schedule II, Section 2.C (p.II-1)

“Full Recourse” : our right in certain circumstances to reimbursement from you for payments we have made to you for a Charge. Instances where we cane exercise Full Recourse are set forth in Section 6 of the main part of this Agreement (p.2)

“Net Annual Worldwide Volume of Charges” : the aggregate of Charges worldwide received and accepted by us from you and Agents under this Agreement during the calendar year, less Credits, adjustments, and amounts deducted pursuant to our right to Full Recourse (Schedule I, Section 1)

“Related Services” : defined in Section 1 (p.1)

“Speed of Pay” : the frequency of payment for Charges you submit; available plans are described in Schedule I

“Transmission” : the electronic submission of Charge and Credit data (Schedule II, Section 2.C and 5.D, p.II-1 and II-3).

“we” : American Express Travel Related Services Company, Inc. Includes “us”, “our” and “ours” (p.1)

“you” : the airline signing this Agreement; also referred to as “Carrier”. Includes “your” and “yours” (p.1)

TERMS AND CONDITIONS

FOR WORLDWIDE ACCEPTANCE

OF THE AMERICAN EXPRESS ^® CARD

–AIRLINES–

Welcome and thank you for your interest in accepting the American Express Card. We have tried to make the process as easy as possible. These terms and conditions and schedules attached hereto constitute the Agreement between you and us for acceptance of the American Express Card. ¹

1.	SCOPE OF THIS AGREEMENT

A. By this Agreement, you agree to permit Cardmembers to make purchases for Air Transport and Related Services with the Card wherever you offer these services worldwide.

B. “Air Transport” means

•

scheduled passenger air transport over Carrier’s lines and incidental air transport over the lines of other carriers consistent with industry interlining standards

•

land or sea arrangements in connection with the purchase of tours from Carrier which include air transport as described above

•

excess baggage and baggage freight charges

•

private charters (where permitted by law)

¹	Some terms are defined as they appear but for quick reference see the Glossary. Other parts of this Agreement are:

•

Schedule I—Discount and Speed of Pay

•

Schedule II—Operational and Other Procedures

•

governmental fees and taxes relating to any of the above

C. “Related Services” mean:

•

courier/package/air cargo services

•

duty-free goods sold on Carrier’s international flights

•

membership fees (dues, initiation fees, and the like) for Carrier’s passenger air club/lounge

•

any fees related to Carrier’s frequent flyer or similar program

•

in-flight games/other non-gambling in-flight entertainment

•

all government fees and taxes relating to any of the above

D. Without our written consent you may not accept the Card for (1) any good or service not listed above or (2) advance sales using Coupon Books.

E. This Agreement covers only you, your Carrier Affiliate Group (you will give us a complete list and updates as they occur, which will become part of this Agreement) and your Agents. It does not cover any other airline or company. You are solely responsible for financial arrangements and for settling with each member of your Carrier Affiliate Group and with Agents.

(1)	Carrier Affiliate Group . The obligation to accept Cards under this Agreement applies to members of your Carrier Affiliate Group. You are financially and otherwise liable to

us for ensuring the compliance by each such member with all the terms and conditions of this Agreement.

(2)	Agents . You agree to use best efforts to cause each Agent to (a) accept Cards at all worldwide locations of Agent in the same manner and on the same terms and conditions

as are applicable to your acceptance of Cards under this Agreement, and (b) comply with all other provisions of this Agreement with respect to Charges.

*****

A. *****

B. *****

C. *****

D. *****

***** Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission

3.	HOW TO ACCEPT THE CARD

The procedures for accepting the Card are described in Schedule II. It is important that Agents and all your sales personnel interacting with customers be fully familiar with these procedures.

4.	SENDING CHARGES TO US

Purchases made with the Card must be submitted to us in the country where the Charge was made (unless we agree otherwise in writing). The submission procedures are described in Schedule II.

5.	PAYMENT FOR CHARGES

We will pay you for Charges prepared and submitted in accordance with this Agreement at a price equal to *****

6.	FULL RECOURSE

“Full Recourse” means we are entitled to reimbursement from you for the full amount of a Charge. To recover such amounts, we have the right to offset, recoup and deduct the same from payments due to you or from your bank account (if you have an electronic pay arrangement with us), or to invoice you, in which case you agree to pay us within 10 days after your receipt of our invoice. In the United States, we will retain the Discount with regard to Charges for which we exercise our right to Full Recourse and we reserve our right to establish such policy in other areas of the world. We have the right to Full Recourse in the following situations:

•

failure to obtain Authorization for a Charge in accordance with Schedule II, Section 4

•

splitting a Charge into two or more Charges to avoid obtaining Authorization

•

failure to conform with our procedures and specifications when accepting, preparing or submitting a Charge or Credit, including failure to include all required information

•

failure to submit to us (1) a Charge within 30 days of the date the Charge was made or (2) a Credit within 7 days of issuance

•

failure to provide a substantive response within 25 days of your receipt from us of a Disputed Charge and resolve the dispute (as detailed in Section 9 of Schedule II), but in such case Full Recourse is only to the extent of the amount in dispute

•

if, notwithstanding your response, the Cardmember withholds payment and we believe, in good faith, that he or she has the right under law to do so, but in such case Full Recourse is only to the extent of the amount in dispute

•

if Cardmember disputes having made a Charge for which no signature was obtained on a Charge Record or where signature is only on file

•

If Cardmember disputes the authenticity of his/her signature on a Charge Record and provides us with a signed statement to that effect

•

failure to provide us with the original Charge or Credit Record or a copy within 25 days of your receipt of our request.

•

receipt by us of disproportionately high number of (1) Disputed Charges regarding you or (2) Charges without Authorization due to downtime of your systems, in each instance relative to your prior history or industry standards.

***** Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission.

•

failure by you to comply with respect to a Charge with any other term or condition of this Agreement.

7.	COMPLIANCE WITH LAWS

As a condition of this Agreement, you represent that you are and agree that you will remain

•

fully authorized and licensed by all necessary domestic and international governmental, industry and other authorities to provide Air Transport and other goods and services covered by this Agreement, and

•

in compliance with all local laws and regulations (including those relating to currency and foreign exchange) in each state, province and country where you fly or do business.

8.	TERM AND TERMINATION

A. This Agreement begins as of the date specified in the signature page below and shall continue for a period of five (5) years unless terminated by either party upon ***** prior written notice to other, or as otherwise provided in this Agreement including but not limited to Section 8.B below.

B. If either party materially breaches its obligations under this Agreement, and fails to cure such breach within ***** after written notice from the other party specifying such breach, then such other party may, upon written notice, terminate this Agreement. Such cure period will not relieve the breaching party of any damages caused by its breach.

9.	MISCELLANEOUS

A. *****

B. Entire Agreement; Changes . This Agreement, including the Glossary, Schedules, and documents incorporated by reference, contains the entire agreement between the parties on the subject matter hereof and supersedes all prior agreements and understandings between them relating thereto. Except as provided elsewhere in this Agreement, we will give you at least 30 days prior written notice if there are any changes to the terms and conditions we use for the Card Service that will affect this Agreement including any changes to the Discount or other financial terms. If you do not agree with the announced changes, you may cancel this

***** Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission.

Agreement within such 30 days period by giving us written notice to us of at least 15 days. Otherwise, the announced changes will come into effect on the date we indicate and will amend this Agreement accordingly.

C. Governing Law . This Agreement shall be governed by and construed solely in accordance with the laws of the State of New York, USA, without giving effect to the conflict of laws principles of New York or any other jurisdiction.

D. Assignment; Ownership Change . Neither party may assign this Agreement, or any part thereof, including any right to payments from the other, without the prior written consent of such other party (which consistent will not be unreasonably withheld), except that in any country where the Card Service is provided by a subsidiary, affiliate or licensee of ours, we have the right to assign to such entity, without further notice or approval, the rights and obligations under this Agreement. We reserve the right to terminate this Agreement in the event of a merger or change of ownership or control of Carrier, and you agree to promptly notify us of any such event.

E. Authority to Sign; Acceptance of Terms . Each party represents it is legally authorized to enter into this Agreement and that the execution by the individual signing below will render this Agreement legally binding on such party. Carrier represents it is authorized to execute this Agreement on behalf of each member of the Carrier Affiliate Group. Irrespective of any execution of this Agreement, any Card acceptance in connection with your goods or services represents acceptance of the terms and conditions of this Agreement, as amended from time to time.

F. Notices . Notices under this Agreement must be in writing and will be deemed given upon receipt (but conclusive evidence by the sending party or having sent a notice will rebut any claim of non-receipt by the other party) at the address each party has given the other in writing for this purpose. Notices may be sent by any commercially acceptable means, except a

notice sent by any commercially acceptable means, except a notice sent by fax or electronic mail will not be effective until recipient affirmatively acknowledges receipt. For a notice to us to be effective you must also send simultaneously a copy to: General Counsel, Airlines, American Express Travel Related Services Company, Inc., World Financial Center, New York, New York 10285-4910, USA. Either party may provide a different address in writing for sending or receiving Charges, Credits, payments and related correspondence.

G. Responsibility for agents and others . Each party is solely responsible for the acts and omissions of any agents, representatives, and other third parties it uses in connection with this Agreement. Members of your Affiliate Group, Agents, ARC, APCs, and processors you use will be deemed your agents or representatives, as the case may be, and not ours, and we will not be responsible for any errors, omissions, delays or losses caused by or arising from them.

H. Service/Trademarks . Neither party will use the trademarks, service marks, company names, logos or other proprietary designations of the other party without first obtaining the other party’s written consent, except that we may list you, members of your Affiliate Group and Agents when naming businesses that accept the Card.

I. Confidentiality . The parties agree to maintain this Agreement confidential. Neither party may use or disclose any confidential or proprietary information about the other which it gains in connection with this Agreement, except as necessary to fulfill its obligations hereunder or as required by law.

J. Indemnification . To the extent not prohibited by law, and excluding any consequential damages, each party agrees to indemnify and hold the other party harmless from and against any loss, claim, action, injury, liability, fine, penalty or expense (including attorneys’ costs) incurred by such party arising out or in connection with (1)

anything negligently, wrongfully or illegally done or omitted to be done by the indemnifying party, its agents or representatives (or the employees of any of the foregoing); or (2) the death or injury to any person or the loss of or damage to any property arising out of the provision by the indemnifying party or its agents or representatives (or the employees of any of the foregoing) of any service or the sale of any good.

K. Force Majeure; legal Compulsion; Immunity . If either party is hindered from performing any obligation due to force majeure , such party will notify the other party in writing and such obligation will be suspended during the continuance of such hindrance for a period of up to 60 days. If the hindrance continues after such date, the other party may, at its option, terminate this Agreement with 30 days written notice. The obligations of the parties, including the provision of the Card Service and payments thereunder, are subject to all applicable legal restrictions and governmental regulations and orders and the reasonable availability of applicable currencies. Neither party is responsible for any delays caused by any postal or banking system. The parties agree this Agreement and transactions under it constitute commercial activity. To the extent either party has or gains sovereign, diplomatic or other immunity, such party hereby irrevocably waives such immunity.

L. Rights; Delays . All rights and remedies of the parties are cumulative and not alternative and do not exclude any rights under law or in equity. A failure or delay by either party to enforce at any time any of its rights shall not be construed as a waiver thereof.

M. Saving Clause . If any provision of this Agreement is adjudicated invalid, illegal or unenforceable (“Challenged Provision”), such adjudication shall not affect the validity, legality or enforceability of any other provision. This Agreement shall then be construed as though such Challenged Provision will be replaced by a mutually acceptable valid provision which comes closest to the intentions of the parties underlying the Challenged Provision.

N. Survival . Each party’s rights and obligations under this Agreement with respect to a Charge or Credit will apply whether such Charge or Credit is processed by us before or after termination of this Agreement. Our rights to Full Recourse and each party’s rights and obligations under Sections C, E, I and J above shall survive termination of this Agreement.

O. Captions . The captions and headings of the sections and subsections herein are for reference convenience only and shall not be deemed to define or modify the provisions of this Agreement.

P. Counterparts . This Agreement may be executed simultaneously in two or more counterparts, each of which will be deemed an original but all of which together will constitute one and the same instrument.’

Q. Effective Date . The effective date of this Agreement is 9/4 , 1998.

SPIRIT AIRLINES, INCORPORATED

(“you”)

Spirit Airlines, Inc.

Full Corporate Name (if different) (print or type)




By:		/s/ John R. Severson
(signature)

Title		Vice President & CFO
(print or type)

AMERICAN EXPRESS TRAVEL RELATED SERVICES

COMPANY, INC. (“we”)




By:		/s/ David C. Horn
(signature)

Name		David C. Horn
(print or type)

Title		Pres. ESG
(print or type)

SCHEDULE I

DISCOUNT, SPEED AND MODE OF PAY

1. Discount Table . We will pay you for Charges in accordance with the following table. Based on your preceding calendar year’s Net Annual Worldwide Volume of Charges, we will review and make any necessary adjustments to your Discount effective as of April 1 ^st of each year, beginning with the April 1 ^st that follows the first full calendar year that this Agreement is in effect (in some countries we may use a different month). If your volume is above *****, a Discount reduction will apply if you use Electronic Authorization.

Discount Table*

*****

2. Speed of Pay . In countries where available you may choose from the following Speed of Pay plans (each excludes American Express non-business days).

*****

3. Mode of Pay . We will pay you electronically or, where we do not offer this service, by check. In some countries you may have to complete our local electronic pay agreement which may include fees, if any, associated with electronic pay locally. Currency and place of payment is as described in Schedule II, Section 6.

4. Alternate Terms . In addition to and withholding limiting other rights we have under this Agreement, we reserve the right to apply, with advance notice to you, a different Discount, Speed of Pay, or mode of pay for Charges in countries covered in the second footnote of Appendix A to Schedule II and for Related Services and Coupon Books. For Coupon Book Charges we also maintain a reserve from payments due you to protect against any possible non-delivery of the goods or services in question.

***** Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission.

SCHEDULE II

OPERATIONAL AND OTHER PROCEDURES

1.	GENERAL

You agree to follow these and such other procedures relating to the Card Service as we may notify you of from time to time. In certain countries additional or different procedures may apply of which we will advise you.

2.	PROCEDURES FOR CARD ACCEPTANCE

A. In-Person Charges . When the Cardmember is physically present, you will accept Cards on the condition that:

•

the Card is being used within the valid dates embossed on the face of the Card

•

the Card is not visibly altered or mutilated

•

the Card bears the signature in the name of the person whose name is embossed on its face

•

you have not been notified by us of the cancellation or other invalidity of the Card

•

Authorization for the Charge has been received

•

the Charge Record is created as described in Section 3 below and is signed by the Cardmember with what appears, after reasonable inspection, to be the same signature as that written on the space for signature on the Card.

B. Other Charts . For all other Charges the following conditions will apply:

•

the Charge Record is created as required in Section 3 below and specifies if the Charge was made by mail, telephone, or automatic ticketing machine

•

Authorization for the Charge is obtained.

C. Extended Payment . Certain of our Cardmembers who have an Extended Payment arrangement with us may request to use when making a purchase for Air Transport (Related Services it may not be purchased with Extended Payment). You will have no liability if, without your knowledge, a Cardmember incorrectly identifies himself as

having Extended Payment with us. You should not ask a Cardmember if he wishes to elect Extended Payment, but if he indicates he does, record the Cardmember’s election by an entry on the Charge Record and on the Transmission, if you submit electronically.

D. Future Technology. If in the future you use any ticketing or sales method not described in this Agreement, you agree to notify us in advance of implementation so that we can assess its feasibility for Card acceptance and determine what changes to our terms, conditions and procedures, if any, are needed.

3.	CREATING CHARGE RECORDS

A. Type of Charge Records . Whether or not you submit Charges to us electronically, you must create a record of each Charge using one of the following options (“Charge Records”):

•

our standard Record of Charge form

•

the current Standard Credit Card Charge form approved by the Air Traffic Conference of America, ARC, or the International Air Transport Association

•

any other record format we approve in advance

B. Creating Charge Records. The Charge Record must clearly state:

•

Cardmember’s name and passenger name (if not the Cardmember)

•

Card account number and Card validity dates

•

the date and the amount of the Charge approved by the Cardmember including any applicable taxes and fees

•

the Authorization number, except as provided in Section 4.B below

•

the ticket number and the origin and destination of each flight and class code or, if not a ticket, a description of the goods or services being purchased

•

Carrier’s and, if an Agent is involved, Agent’s name and the location where Charge is being made

•

Cardmember’s signature (if an in-person Charge)

•

If applicable, the election by Cardmember of Extended Payment

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•

such other information reasonably required by us, which may vary by country.

C. Currency of Charges . Unless we agree otherwise in writing, Charges may be made only in the currency of the country in which the sale is made and may be submitted to us only in such currency. In Appendix A to this Schedule II are the currencies in which Charges may be made and submitted. We will notify you of any changes to this list. If you begin permitting your customers to make purchases in a currency not listed in Appendix A with any other charge or credit card or payment vehicle, you agree to notify us. If we agree, you will begin accepting Charges in such currency after you and we have added the currency to Appendix A and indicated agreement by initialing it.

D. Copy to Cardmember . You must give a copy of the Charge Record to the Cardmember at the time of the Charge or send it promptly to the Cardmember if not an in-person Charge.

4.	OBTAINING AUTHORIZATION

A. Authorization . You must obtain Authorization using the procedures described below for every Charge, regardless of amount (except as provided in B below). All Authorization requests must meet the Authorization Minimum Data Standards provided by us. If we provide Authorization, we will give you a number which you must indicate on the Charge Record and on the Transmission, if you submit electronically. “Authorization” simply means you have contacted us and we consent to your proceeding to the next step of the transaction, subject to your complying with all other terms of this Agreement. It is not a guarantee of payment or that the person making the Charge is the right Cardmember, and it does not cure any failure by you to comply with any part of this Agreement or impair any right to Full Recourse we may have with respect to that Charge.

B. Electronic Authorization . Where we make it available, you must obtain Authorization electronically for every Charge using a direct or indirect authorization link between (1) your computer system or other authorization terminal or electronic point of sale device and (2) our credit authorization system The only exception is if there is a technical access malfunction, in which case you must obtain telephone Authorization as described below for any Charge over ***** (or equivalent).

C. Telephone Authorization . Where we do not offer electronic Authorization, or during technical malfunction as described above, or where we agree otherwise in advance in writing, you must obtain Authorization for every Charge, regardless of amount, by telephoning the respective authorization center we designate around the world. Except where we have toll-free or “free” phone numbers, or calls are required due to a “please call” response, or “code 10” stolen card message, all such communications are at your expense, provided however, that in the United States we will charge you a fee of ***** (subject to change at Amex’s discretion) for each

Authorization request by telephone, and may notify you of a similar charge which you will pay in other areas of the world.

D. In-Flight Charges . Until we offer satellite or other in-flight Authorization capability, you do not need prior Authorization for in-flight Charges permitted under this Agreement. However, within 24 hours after termination of a flight on which Charges have been made, you must get Authorization as described above for each such Charge.

E. Private Charter Charges . For Charges for private charters (where all or most of the charter is being paid with the Card) you must obtain Authorization at the time the request to pay with the Card is made and , if more than 30 days pass between such time and the time of the flight, again on the day of the flight.

5.	SUBMITTING CHARGES

A. Charges Must Be Submitted . Charges must be submitted to us (in the country where the Charges were made) and you will not invoice any Cardmember directly for any purchase made with the Card. If you receive payment from a Cardmember for a purchase made with the Card, you agree to promptly endorse and forward such payment to us. Charges from members of your Carrier Affiliate Group may be submitted to us by you or directly by such members.

B. Use of Establishment Numbers . We will assign you unique service establishment numbers which you, members of your Carrier Affiliate Group, and Agents must use as instructed by us for submission of Charges and Credits.

C. Frequency . A Charge must be submitted to us no later than 30 days after the Charge was made, provided that Charges for private charters (i.e. where the Card is being used to pay for all or most of the charter) may not be submitted until the service has been fully completed (e.g. if the Charge covers a round trip, the Charge must be submitted immediately after completion of the return flight and not before).

D. Electronic Submission . Where we make it available, you must submit Charge and Credit Data electronically (“Transmission”). Agents in the U.S. will submit via Transmission through ARC or its successor, and Agents outside the U.S. will do the same through the appropriate APC. Transmissions must:

***** Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission.

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•

comply with the local American Express Format, as amended from time to time, which we will provide you

•

include all information identified as “required” in such format and, if available, all information identified as “optional”. The Transmission must include any other additional information that is or may be required by applicable law or that may be mutually agreed upon

•

be sent to us at such location as we designate

Note : If a Transmission is received by us on one of our non-business days or after our close of business on one of our business days, the Transmission will be deemed received on our next business day.

E. Tape and Paper Submissions . Where we do not offer electronic submission, or where we agree otherwise in advance in writing, you may submit Charges and Credits to us using magnetic tapes or on paper. Magnetic tapes must conform to the requirements of Transmissions set out in Paragraph D above. Paper submissions must be batched as described in Section F below and sent to such address as we notify you, along with a Summary Form (provided by us), as often as possible, but at least weekly. In case of sales by Agents, paper submissions must be sent to such address as you instruct them or to the appropriate central processing facility (ARC in the U.S. or an APC outside the U.S.).

F. Sorting and Batching of Paper Charges . Charges submitted on paper must be sorted, batched, summarized and submitted separately to us as follows:

•

Charges incurred in each currency listed in Appendix A to this Schedule II.

•

Charges incurred in any other currency (we are not obliged to accept such Charges but to the extent we do it is fully at our discretion and will not create any obligation to accept such Charges in the future)

•

all Charges on Extended Payment

•

all Charges for Related Services

•

each batch may contain no more than 150 Charge Records

•

each batch must be accompanied by a Summary Form on which must be prominently indicated the gross amount and number of Charges, the currency, Carrier’s name, and your assigned service establishment number.

G. Providing Charge/Credit Records for Past Charges . Whether you submit Charges and Credits electronically or on magnetic tape or paper, you (and ARC and each APC) should retain all original Charge and Credit Records, or a copy thereof, for a period of at least 24 months from the date the Charge is made or the Credit is issued. If during this period we request and do not receive the original Charge or Credit Record or a copy within 25 days of your receipt of our request, we will have the right to Full Recourse for the Charge.

H. Third Party Processors . If you wish to use a processor for obtaining Authorizations or submitting Charges and Credits to us, such processor must be authorized by us in advance and, in countries where we require it, enter into local standard agreement for this purpose.

I. Validity of Charges . By submitting a Charge to us you represent and warrant that (1) it is only for a carrier permitted to participate in the Card Service under this Agreement, (2) it is the result of a bona fide sale of goods or services to a Cardmember, (3) the amount shown on the Charge Record represents the true value of the goods or services approved by such Cardmember, and (4) it is being sent to us free and clear of any liens, pledges, claims and encumbrances. Any breach of this provision constitutes a material breach of this Agreement.

6.	PAYING YOU FOR CHARGES

a. Mode of Pay . We will pay you electronically or, where we do not offer this service, by check. Where payment is made by check, in selected countries you may be required to collect your check at a designated Amex location.

B. Location and Frequency . We will pay you for Charges in the country in which you submit such Charges at such local bank account or address as you instruct us in writing in accordance with the Speed of Pay applicable to you there.

C. Currency of Payment . We will pay you for Charges in the currency in which the Charges were submitted to us, or at our discretion in U.S. dollars.

D. Currency Conversions . Currency conversions we make will be as of the date we process the item in question or at such other date as we may notify you. Unless required otherwise by law, we will use an exchange rate based on quotes we receive from major financial institutions.

7.	RECONCILING SUBMISSIONS

If our reconciliation of your submissions

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Identifies an error (e.g. incorrect calculations, inclusion of another company’s charge records, etc.) the following procedures will be followed:

•

the adjustments will be calculated in the currency in which the Charges were submitted

•

if monies are due you, we will add the amount to subsequent payments due to you

•

if monies are due to us, we will deduct the amount due from your bank account (if you have an electronic pay arrangement with us) or from payments due to you, or we will invoice you for it; if you request, we will provide you with substantiating documentation

8.	REFUNDING CARDMEMBERS: CREDIT

A. No Cash Refunds . When a Cardmember is due a refund for a Charge, you will issue a credit promptly to his/her Card account as described below (“Credit”) and not give any cash refunds.

B. Creating Credit Records . Whether or not you submit Credits electronically, you must create a record of each Credit using a credit record agreed upon by you and us (“Credit Record”), a copy of which you will give or send to the Cardmember at the time of refund. Credits must be prepared in the currency in which the original Charge was submitted to us.

C. Submitting Credits . A Credit must be submitted to us promptly but no later than 7 days after the Credit is issued. Credits must be sent via Transmission except where we do not offer electronic submission in which case you may send Credits by magnetic tape or paper. Credit Records sent on paper must be batched by currency and submitted with a separate Summary of Credits.

D. Processing of Credits by Us . Upon receipt of a Credit we will deduct an amount equal to such Credit, minus the applicable Discount, from your bank account (if you have an electronic pay arrangement with us) or from payments due to you, or we will invoice you for it.

E. Conversions by You . If we allow you to do currency conversions for any Charge, such consent must be in advance in writing and any Credit issued with regard to such Charge must be done at the same exchange rate used for the Charge.

9.	DISPUTED CHARGES

A. Responding to Inquiries . If we contact you regarding a claim, complaint or question about any Charge (“Disputed Charge”), you agree to respond to us in writing or electronically within 25 days of your receipt of our request. If by then you have not fully resolved the Disputed Charge or provided us with a written substantive response which enables us to resolve the Disputed Charge or respond to the Cardmember as required by law, we will have the right to Full Recourse for the amount in dispute.

B. Cardmember Rights under Law . If a Cardmember, despite your reply within or after the 25 day period, continue to withhold payment for the Disputed Charge and we believe, in good faith, that the Cardmember has the right under applicable law to withhold such payment, then we will have Full Recourse for the amount in dispute.

C. Disproportionate Disputed Charges . In addition, if we are receiving a disproportionate number of Disputed Charges or Charges without Authorization due to downtime of your systems, we will have the right to Full Recourse with respect to all such Charges irrespective of the time periods specified above, and we may withhold additional amounts from payments due you as reserve to protect against future Disputed Charges.

D. Delayed Disputed Charges . As a courtesy to you, and without prejudice to our rights, if a Disputed Charge arises more than 12 months after the Charge was posted to the Cardmember’s account, our normal practice is not to send it to you, unless we believe it may involve any fraud or intentional wrongdoing on your part or unless you agree to accept it. We reserve the right to change this practice with respect to you if it results in unacceptable losses or customer dissatisfaction. For the avoidance of doubt, the above deadline will not apply where efforts to investigate or otherwise find a solution to a Disputed Charge began prior to such 12 month period.

10.	CHARGEBACKS

A. Currency . When we exercise the right to Full Recourse (see Section 6 of main part of this Agreement), the amount charged back to you will be calculated in the currency in which the Charge was submitted.

B. Cardmember Collections . If you decide to pursue collection from a Cardmember of any Charge for which we exercised Full Recourse, you agree to do so only if permitted by applicable law and only if the Cardmember has authorized the Charge. If you request, we will provide you such reasonable information or documentation relevant to the Disputed Charge as permitted by our company policies and applicable law.

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11.	ASSISTANCE RECOVERING CARDS

If we request your help recovering or destroying an invalid Card, you agree to do so using reasonable and appropriate steps consistent with our instructions. You may be eligible for a reward if we offer one in the country in question.

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APPENDIX A TO SCHEDULE II

CURRENCIES IN WHICH CHARGES MAY BE MADE AND SUBMITTED*

Current List

Additional by Mutual Agreement
(must be initialed by both parties)

Currency

Date

Carrier
Initials

Amex
Initials

Argentine Pesos* ^*

Austrian Schillings

Australian Dollars

Belgian Francs

Brazilian Reais**

British Pounds Sterling

Canadian Dollars

Cyprus Pounds

Danish Kroner

Dutch Guilders

Finnish Markka

French Francs

German Marks

Greek Drachmas

Hong Kong Dollars

Indian Rupees

Indonesian Rupiah

Irish Punts

Italian Lira

Japanese Yen

Korean Won

Macau Patacas

Malaysian Ringgit

Maltese Pounds

Mexican Pesos**

New Taiwan Dollars

New Zealand Dollars

Norwegian Kroner

Philippine Pesos

Portuguese Escudos

Singapore Dollars

South African Rand

Spanish Pesetas

Swedish Kroner

Swiss Francs

Thai Baht

U.S. Dollars

Venezuelan Bolivars**

*	Payment for these Charges will be made in the currency submitted or, as provided in Section 6.C of this Schedule II, in U.S. dollars.

A Discount table, Speed of Pay and a mode of pay plans different from those set forth in Schedule I may apply in certain countries at certain times. Currently there are Argentina, Brazil, Mexico, and Venezuela but we reserve the right to modify this list. In addition, we reserve the right, with notice to you, to increase the Discount, lengthen the Speed of Pay, or cease electronic pay in any country where we determine there is unusual inflationary, political, foreign exchange or other risks beyond our control. If you do not agree with the changes we made for a given

country, and if you and we are unable to reach agreement with respect to it within 30 days, either party will have the option to discontinue Card acceptance in that country on written notice to the other party of an additional 30 days (except that you may not so discontinue if the changes we offer to our terms are comparable or more favorable to the terms, or changes thereto, offered by other issuers of credit or charge cards you do business with in that country). If you wish to resume Card acceptance in a country so discontinued, we will review your request and if we agree, we will apply a Discount, Speed of Pay, and mode of pay plan we deem appropriate for such country.

AMENDMENT TO AGREEMENT

GOVERNING ACCEPTANCE OF THE

AMERICAN EXPRESS CARD BY AIRLINES

This amendment, effective as of January 1, 2003 (“Effective Date”), amends the agreement (including an addenda, amendments or supplements thereto relating to marketing or advertising funds/programs), between American Express Travel Related Services Company, Inc. (“Amex,” “we,” “us,” and “our”) and Spirit Airlines, Inc. (“Carrier,” “you” and “yours”) governing Carrier’s acceptance of American Express Cards (“Agreement”). All terms used herein shall have the same meaning as in the Agreement.

Section 9A of the Terms and Conditions of the Agreement is deleted in its entirety and replaced with the following:

A. *****

***** Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission

Sections 9A and 9 B of the Operational and Other procedures of he Agreement are deleted in their entirety and replaced with the following:

A. Responding to Inquiries . We will have the right to Full Recourse for a Disputed Charge without first contacting you if we determine that we have sufficient information to resolve the Disputed Charge in favor of the Cardmember. There may be circumstances under which we contact you prior to exercising our right to Full Recourse for a Disputed Charge.

If you wish to demonstrate that a Disputed Charge should not have been, or (if we have not already exercised our right to Full Recourse and instead contacted you) should not be, resolved in favor of the Cardmember, you must provide us with a written response which includes such information as we require. Your written response must be received by us within 25 days of our notice to you of Full Recourse or (2) if we have not already exercised our right to Full Recourse, our contact regarding the Disputed Charge. If you do not respond to our notification or contact or do not provide the required information within such 25 day timeframe, our original exercise of Full Recourse will remain in effect, or, if we have not already exercised our right to Full Recourse, we shall have the right to exercise our right to Full Recourse for failure to meet such timeframe. If you respond within the 25 day timeframe, we will make a FINAL determination, based on the information you provide, and the information provided by the Cardmember, whether the Disputed Charge should have been, or should be, resolved in favor of the Cardmember. If we determine that the Disputed Charge should have been, or should be, resolved in favor of the Cardmember, our original exercise of Full Recourse rights will remain in effect or we shall have the right to exercise those rights. If we previously exercised our right to Full Recourse and resolve the Disputed Charge in your favor, we shall re-credit you for the amount we previously deducted or invoiced pursuant to the exercise of our right to Full Recourse.

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In any case where we exercise our right to Full Recourse, we shall do so by deducting the amount of the Disputed Charge from payments to you or, if we are unable to do so, by invoicing you for such amount, which invoice you will pay in full upon receipt of our invoice.

Sections 9 C and 9 D of the Operational and Other Procedures of Agreement shall become Sections 9 B and 9 C, respectively.

Effective December 31, 2002, any addendum, supplement, amendment or other instrument relating to marketing or advertising funds/programs [or alternative cash options] shall terminate. For calendar year 2003, Amex will instead make a cash payment to you, no later then August 1, 2003 in an amount equaling ***** of your 2002 Net Annual Worldwide Volume of Charges. Should the Agreement terminate for any reason before the end of 2003, you shall immediately reimburse us for the pro rata portion of such cash payment representing the duration of 2003 after such termination, calculated as follows:

*****

Amex shall have no marketing or advertising fund/program obligation, or cash payment obligation after calendar year 2003.

The following provision is added to the Agreement:

Limitation of Liability . In no event will either party hereto be responsible for any incidental, indirect, consequential, special, punitive or exemplary damages of any kind arising from this Agreement, including without limitation, lost revenues, loss of profits or loss of business. This Section shall not apply to damages arising from a non-affiliated third party claim for which a party is liable as a result of such party’s obligation to indemnify the other party hereunder.


AMERICAN EXPRESS TRAVEL RELATED SERVICES COMPANY, INC.

By:		/s/ Kelly Fisher
Name:		Kelly Fisher
Title:		Director, Account Development
Date:		10/31/02

***** Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission.

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AMENDMENT TO TERMS AND CONDITIONS

FOR WORLDWIDE ACCEPTANCE OF THE

AMERICAN EXPRESS CARD BY AIRLINES

This Amendment amends and supplements the agreement, as amended from time to time, between Spirit Airlines, Incorporated (“Carrier”) and American Express Travel Related Services Company, Inc. (“Amex”) dated September 4, 1998, governing Carrier’s acceptance of the American Express Cards (“Agreement”).

Section 8.A. of the Terms and Conditions is deleted and replaced with the following:

“A. This Agreement shall continue through and including December 31, 2008 unless terminated early in accordance with a provision hereof, including but not limited to Section 8.B. below. After December 31, 2008, this Agreement will continue for successive one (1) year periods (each a “Renewal Term”) unless cancelled by either party upon written notice to the other at least ninety (90) days prior to December 31, 2008 or any Renewal Term.”

Except as provided above, all term and conditions of the Agreement shall remain in full force and effect.


AMERICAN EXPRESS TRAVEL RELATED SERVICES COMPANY, INC.

By:		/s/ John Hopkinson
Title:		Director, Account Development

Date:		Aug. 28, 2003

Exhibit 10.8

SECOND AMENDED AND RESTATED SECURITIES PURCHASE AGREEMENT

by and among

SPIRIT AIRLINES, INC.,

as Issuer;

WELLS FARGO BANK NORTHWEST, NATIONAL ASSOCIATION,

as Collateral Agent; and

OCM SPIRIT HOLDINGS II, LLC,

OCM SPIRIT HOLDINGS III, LLC,

OCM SPIRIT HOLDINGS III-A, LLC,

INDIGO FLORIDA L.P.,

INDIGO MIRAMAR LLC,

and

THE OTHER PURCHASERS LISTED ON THE SIGNATURE PAGES HEREOF,

as Purchasers

Dated as of July 13, 2006

AMENDED AND RESTATED SECURITIES PURCHASE AGREEMENT

THIS AMENDED AND RESTATED SECURITIES PURCHASE AGREEMENT (this “ Agreement ”) is dated as of July 13, 2006, and is being entered into by and among Spirit Airlines, Inc., a Delaware corporation (the “ Issuer ”); Spirit Aviation Services, LLC, a Michigan limited liability company (“ Spirit Aviation ”); OCM Spirit Holdings II, LLC, a Delaware limited liability company, and successor in interest to OCM Principal Opportunities Fund II, L.P., a Delaware limited partnership and OCM Principal Opportunities Fund III, L.P., a Delaware limited partnership (“ Holdings II ”); OCM Spirit Holdings III, LLC, a Delaware limited liability company (“ Holdings III ”); OCM Spirit Holdings III-A, LLC, a Delaware limited liability company (“ Holdings III-A ”); Indigo Florida L.P., a Cayman Islands exempt limited partnership, and Indigo Miramar LLC, a Delaware limited liability company (collectively and without differentiation, the “ Indigo Purchasers ”); Jacob Schorr, Julianne B. Schorr, The David B. Schorr Trust U/T/A dated December 31, 1977, The Dina L. Schorr Trust U/T/A dated July 1, 1980, The Elliott A. Schorr Trust U/T/A dated December 31, 1977, and The Raphael A. Schorr Trust U/T/A dated December 31, 1977, (collectively and without differentiation, the “ Schorr Family ”), Taurus Investment Partners LLC, an Alaskan limited liability company (“ Taurus ” and together with the Schorr Family the “ Schorr Parties ” ), Selvin Passen, Nevada Spirit, LLC, a Nevada limited liability company, and successor in interest to Selvin Passen (“ Nevada Spirit ” and together with Selvin Passen the “ Passen Parties ”) and Mark Kahan; and Wells Fargo Bank Northwest, National Association, as Collateral Agent.

RECITALS:

WHEREAS, in May 2005, the Issuer, Spirit Aviation, OCM Principal Opportunities Fund II, L.P., a Delaware limited partnership, and OCM Principal Opportunities Fund III, L.P., a Delaware limited partnership, entered into the Note Purchase Agreement, dated as of May 11, 2005 (the “ Original Note Purchase Agreement ”);

WHEREAS, as of July 12, 2005, the Issuer, Spirit Aviation, Holdings II, the other Existing Purchasers (defined below) party thereto and the Collateral Agent entered into an Amended and Restated Securities Purchase Agreement (“ First Amended Purchase Agreement ”), pursuant to which, among other things, the Existing Purchasers party thereto made their several commitments to ratably purchase Tranche A Notes pursuant to the terms thereof;

WHEREAS, as of the date of this Agreement, the Existing Purchasers have purchased an aggregate of $66,682,548 principal amount of Tranche A Notes;

WHEREAS, the capitalization of the Issuer as of immediately prior to the date of this Agreement is set forth on Schedule 4.1(k) ;

WHEREAS, substantially concurrently herewith, the Indigo Purchasers shall purchase an aggregate of 25,000 shares of Class A Preferred Stock from affiliates of Holdings II pursuant to that certain Class A Preferred Stock Purchase Agreement dated as of the date of this Agreement;

WHEREAS, the parties hereto now desire to amend and restate the First Amended Purchase Agreement in its entirety to become effective on and as of the date hereof in order to, among other things, increase the aggregate principal amount of Notes issuable hereunder and to provide for the sale of the Securities (as defined herein) to the Indigo Purchasers, Holdings III and Holdings III-A; and

WHEREAS, on the terms and conditions set forth in this Agreement, the Indigo Purchasers now wish to purchase $45,000,000 of Tranche B Notes and shares of Common Stock and Holdings III and Holdings III-A now wish to purchase an aggregate of $15,000,000 of Tranche B Notes and the Indigo Purchasers, Holdings III and Holdings III-A agree, on the terms and conditions set forth herein, to purchase up to $16,800,000 of additional Tranche B Notes if the conditions set forth herein are satisfied.

AGREEMENT:

NOW THEREFORE, in consideration of the mutual promises, representations, warranties, covenants, conditions and agreements contained herein, and other good and valuable consideration the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound by the terms hereof, hereby agree that the First Amended Purchase Agreement is hereby amended and restated to read in its entirety as set forth herein.

SECTION 1

DEFINITIONS AND ACCOUNTING MATTERS

Section 1.1 Defined Terms . As used in this Agreement, each capitalized term has the meaning ascribed to it in this Section 1.1 :

“ 2005 Restricted Stock Plan ” means the 2005 Restricted Stock Plan of the Issuer.

“ Act ” means the Air Transportation Safety and System Stabilization Act, P.L. 107-42.

“ Actual Cost per Block Hour ” means, with respect to any measurement period, (i) the aggregate cost related to all pilot related wages, benefits, payroll taxes, per diem allowances, travel expenses, and training costs and expenses (other than simulator expenses) incurred by the Issuer or its Subsidiaries during such period, divided by (ii) the total block hours flown by the Issuer during such period, as determined on or about January 1, 2008, based on the Issuer’s operating plan for 2008 as approved by the Board of Directors.

“ Additional Amounts ” has the meaning ascribed to such term in Section 3.8(b) hereof.

“ Affiliate ” means, with respect to a specified Person, another Person that directly, or indirectly through one or more intermediaries, Controls or is Controlled by or is under common Control with the Person specified and, in the case of a Person who is an individual, shall include (i) members of such specified Person’s immediate family (as defined in Instruction 2 of Item 404(a) of Regulation S-K under the Securities Act) and (ii) trusts, the

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trustee and all beneficiaries of which are such specified Person or members of such Person’s immediate family as determined in accordance with the foregoing clause (i). Notwithstanding the foregoing, in no event shall the Issuer and its Subsidiaries be deemed Affiliates of any Holder.

“ Agreement ” has the meaning ascribed to such term in the preamble hereto.

“ Airline Assets ” has the meaning ascribed to such term in Section 5.2(g) hereof.

“ Amendment Documents ” means: (i) this Agreement; (ii) the Intercreditor Agreement; (iii) the Collateral Agency Agreement; (iv) the First Amendment to Reimbursement Agreement; (v) the Certificate of Amendment; and (vi) the Investor Rights Agreement, executed by the Issuer and each of the Purchasers.

“ Annual Payment Date ” means each December 31.

“ Bankruptcy Code ” means Title 11 of the United States Code entitled “Bankruptcy”, as amended from time to time or any applicable bankruptcy, insolvency or other similar law now or hereafter in effect and all rules and regulations promulgated thereunder.

“ Bankruptcy Event ” means the Issuer shall have instituted voluntary bankruptcy proceedings, or shall have consented to the filing of a bankruptcy proceeding against it, or shall have filed a petition or answer or consent seeking reorganization or liquidation under any bankruptcy or similar law or similar statute, or shall have consented to the filing of any such petition, or shall have consented to the appointment of a custodian, receiver, liquidator, trustee, or assignee in bankruptcy or insolvency of it or any of its assets or Property, or shall have made a general assignment for the benefit of creditors, or shall have admitted in writing its inability to pay its debts generally as they become due, or shall have, within the meaning of any bankruptcy law, become insolvent, failed generally to pay its debts as they become due, or taken any action in furtherance of or to facilitate, conditionally or otherwise, any of the foregoing.

“ Benefit Plan ” means each “employee benefit plan” (within the meaning of Section 3(3) of ERISA) and each other employee benefit plan, program or arrangement maintained, contributed to, or required to be contributed to by the Issuer or any Subsidiary or with respect to which the Issuer or any Subsidiary has any Liability or potential Liability.

“ Board of Directors ” means (i) with respect to a corporation, the board of directors of the corporation, (ii) with respect to a partnership that has a corporation as a general partner, the board of directors of the general partner of the partnership, and (iii) with respect to any other Person, the board or committee of such Person serving a similar function.

“ Business ” shall mean the business of the Issuer and its Subsidiaries as currently conducted.

“ Business Day ” means any day that is not a Saturday, Sunday or other day on which commercial banks in New York, New York are authorized or required by law to remain closed.

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“ Business Plan ” has the meaning ascribed to such term in Section 4.1(w) hereof.

“ Capital Lease Obligations ” of any Person means the obligations of such Person to pay rent or other amounts under any lease of (or other arrangement conveying the right to use) real or personal property, or a combination thereof, which obligations are required to be classified and accounted for as capital leases on a balance sheet of such Person under GAAP, and the amount of such obligations shall be the capitalized amount thereof determined in accordance with GAAP.

“ Capital Stock ” means (i) with respect to any Person that is a corporation, any and all shares, interests, participations or other equivalents (however designated and whether or not voting) of corporate stock, and (ii) with respect to any Person that is not a corporation, any and all partnership, membership or other equity interests of such Person.

“ Cash ” means money or currency.

“ Cash Equivalents ” means cash, deposit accounts and Permitted Investments of the type described in clauses (a), (b), (c), (d) and (e) of the definition of “Permitted Investments.”

“ Certificate of Amendment ” means an amendment to the Certificate of Incorporation of the Issuer in the form attached hereto as Exhibit J.

“ Certificate of Incorporation ” means the Third Amended and Restated Certificate of Incorporation of the Issuer as filed with the Secretary of State of the State of Delaware, including the Certificate of Amendment.

“ Change in Control ” means the occurrence of any of the following: (i) the direct or indirect sale, transfer, conveyance or other disposition (other than by way of merger or consolidation), in one or a series of related transactions, of all or substantially all of the properties or assets of the Issuer and its Subsidiaries, taken as a whole, to any “person” or “group” (as such terms are used in Section 13(d)(3) of the Exchange Act), other than Permitted Holders or Subsidiaries of the Issuer, (ii) the consummation of any transaction, or series of related transactions (including, without limitation, any merger or consolidation), the result of which is that any “person” or “group” (as such terms are used in Section 13(d)(3) of the Exchange Act), other than Permitted Holders, becomes the “beneficial owner” (as such term is used in Section 13(d)(3) of the Exchange Act), directly or indirectly, of more than 50% of the Common Stock of the Issuer (calculated on an as-if-converted and fully diluted basis) or, as applicable, more than 50% of the equity of the entity surviving such transaction or (iii) the first day on which a majority of the members of the Board of Directors of the Issuer are not Continuing Directors. For avoidance of doubt, the implementation of the transactions contemplated by this Agreement shall not constitute a Change in Control.

“ Class A Common Stock ” means the Class A Common Stock of the Issuer, par value $0.0001 per share.

“ Class B Common Stock ” means the Class B Common Stock of the Issuer, par value $0.0001 per share.

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“ Class A Preferred Stock ” means the Class A Preferred Stock of the Issuer, par value $0.0001 per share.

“ Class B Preferred Stock ” means the Class B Preferred Stock of the Issuer, par value $0.0001 per share.

“ Closing ” has the meaning ascribed to such term in Section 2.3 hereof.

“ Closing Date ” has the meaning ascribed to such term in Section 2.3 hereof.

“ Code ” means the Internal Revenue Code of 1986, as amended from time to time.

“ Collateral ” is a collective reference to the “Collateral” under (and as defined in) each Security Agreement.

“ Collateral Agency Agreement ” means that certain Amended and Restated Collateral Agency, Subordination and Intercreditor Agreement, dated the date hereof, by and among the Purchasers, the Pari Existing Shareholder Noteholders party thereto, the Issuer, the Guarantor, Goldman Sachs and the Collateral Agent.

“ Collateral Agent ” means the Collateral Agent for the Holders appointed pursuant to the Collateral Agency Agreement, together with its successors, if any, in such capacity, which as of the date hereof is Wells Fargo Bank Northwest, National Association.

“ Collateral Documents ” means the Security Agreement, the Collateral Agency Agreement, the Intercreditor Agreement and all other Mortgages, security agreements, instruments and other documents now or hereafter executed by Issuer, any Affiliate of Issuer or any other Person pursuant to this Agreement or any other Transaction Document to secure the payment or performance of the Note Obligations.

“ Common Shares ” has the meaning ascribed to such term in Section 2.1 .

“ Common Stock ” means the common stock, par value $0.0001 per share, of the Issuer.

“ Continuing Director or Continuing Directors ” means, as of any date of determination, any member of the Board of Directors of the Issuer who (i) was a member of such Board of Directors as of the Initial Closing Date, (ii) was nominated for election or elected to such Board of Directors with the approval of a majority of the Continuing Directors who were members of such Board at the time of such nomination or election or (iii) was elected to such Board of Directors in accordance with Section 8A of the Investor Rights Agreement.

“ Control ” means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ability to exercise voting power, by contract or otherwise. “ Controlling ” and “ Controlled ” have meanings correlative thereto.

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“ Default ” means any event or condition which constitutes an Event of Default or which upon notice, lapse of time or both would, unless cured or waived, become an Event of Default.

“ dollars ” or “ $ ” refers to lawful money of the United States of America.

“ Environment ” means all air, soil, surface water, groundwater, or land, including land surface or subsurface, including all fish, wildlife, biota and all other natural resources.

“ Environmental Law ” means any laws issued, and any conditions thereunder, promulgated or entered pursuant thereto, relating to pollution or protection of the environment (including ambient air, surface water, ground water, land surface, or subsurface strata), including (i) laws relating to emissions, discharges, releases or threatened releases of pollutants, contaminants, chemicals, industrial materials, wastes or other substances into the environment and (ii) laws relating to the identification, generation, manufacture, processing, distribution, use, treatment, storage, disposal, recovery, transport or other handling of pollutants, contaminants, chemicals, industrial materials, wastes or other substances. Environmental Laws shall include the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended, the Toxic Substances Control Act, as amended, the Hazardous Materials Transportation Act, as amended, the Resource Conservation and Recovery Act, as amended, the Clean Water Act, as amended, the Safe Drinking Water Act, as amended, the Clean Air Act, as amended, the Occupational Safety and Health Act, as amended, and all analogous laws promulgated or issued by any state or other Governmental Authority.

“ Equity ” of any Person means Capital Stock, securities convertible or exchangeable into Capital Stock, or partnership, profits, capital or member interest, or options, warrants or any other right to substitute for or otherwise acquire the Capital Stock or a partnership, profits, capital or member interest of such Person.

“ ERISA ” means the Employee Retirement Income Security Act of 1974, as amended, and the rules and regulations promulgated thereunder.

“ ERISA Affiliate ” means any entity treated as a single employer with the Issuer or any Subsidiary for the purposes of Section 414 of the Code.

“ ERISA Event ” means (a) any “reportable event”, as defined in Section 4043 of ERISA or the regulations issued thereunder with respect to a Benefit Plan (other than an event for which the 30-day notice period is waived); (b) the existence with respect to any Benefit Plan of an “accumulated funding deficiency” (as defined in Section 412 of the Code or Section 302 of ERISA), whether or not waived; (c) the filing pursuant to Section 412(d) of the Code or Section 303(d) of ERISA of an application for a waiver of the minimum funding standard with respect to any Benefit Plan; (d) the incurrence by the Issuer or any of its ERISA Affiliates of any liability under Title IV of ERISA with respect to the termination of any Benefit Plan; (e) the receipt by the Issuer or any ERISA Affiliate from the PBGC or a plan administrator of any notice relating to an intention to terminate any Benefit Plan or Benefit Plans or to appoint a trustee to administer any Benefit Plan; (f) the incurrence by the Issuer or any of its ERISA Affiliates of any liability with respect to the withdrawal or partial withdrawal from any Benefit Plan or Multiemployer

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Plan; or (g) the receipt by the Issuer or any ERISA Affiliate of any notice, or the receipt by any Multiemployer Plan from the Issuer or any ERISA Affiliate of any notice, concerning the imposition of Withdrawal Liability or a determination that a Multiemployer Plan is, or is expected to be, insolvent or in reorganization, within the meaning of Title IV of ERISA.

“ Event of Default ” has the meaning ascribed to such term in Section 8.1 .

“ Exchange Act ” has the meaning ascribed to such term in Section 5.2(c) .

“ Existing Indebtedness ” has the meaning ascribed to such term in Section 5.2(e) .

“ Existing Notes ” shall mean those certain 15% Secured Bridge Notes in an aggregate principal amount of $19,456,620 issued pursuant to the Original Note Purchase Agreement and thereafter exchanged for Tranche A Notes, plus accrued and unpaid interest thereon.

“ Existing Purchasers ” shall mean Holdings II, the Schorr Family, Mark Kahan and Selvin Passen and their respective successors and assigns (including Nevada Spirit and Taurus), in respect of the Tranche A Notes purchased or held by any one or more of them on and after the date of this Agreement, being the Purchasers under the First Amended Purchase Agreement.

“ First Amended Purchase Agreement ” has the meaning ascribed to such term in the preamble hereof.

“ First Amendment to Reimbursement Agreement ” means the First Amendment to Reimbursement Agreement, dated the date hereof, entered into by the parties to the Reimbursement Agreement.

“ Fiscal Quarter ” means a fiscal quarter of the Issuer, ending on the last day of March, June, September or December of each year.

“ Fiscal Year ” means the fiscal year of the Issuer ending on December 31 of each year.

“ GAAP ” means generally accepted accounting principles applied in the United States.

“ Goldman Sachs ” means Goldman Sachs Credit Partners L.P., a Bermuda limited partnership.

“ Governmental Authority ” means the government of the United States of America, any other nation or any political subdivision thereof, whether state or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government.

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“ Governmental Requirement ” shall mean any law, statute, code, ordinance, order, determination, rule, regulation, judgment, decree, injunction, franchise, permit, certificate, license, authorization or other directive or requirement (whether or not having the force of law), including, without limitation, Environmental Laws, energy regulations and occupational, safety and health standards or controls, of any Governmental Authority.

“ Guarantee ” of or by any Person (the “ guarantor ”) means any obligation, contingent or otherwise, of the guarantor guaranteeing or having the economic effect of guaranteeing any Indebtedness or other obligation of any other Person (the “ primary obligor ”) in any manner, whether directly or indirectly, and including any obligation of the guarantor, direct or indirect, (a) to purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness or other obligation or to purchase (or to advance or supply funds for the purchase of) any security for the payment thereof, (b) to purchase or lease property, securities or services for the purpose of assuring the owner of such Indebtedness or other obligation of the payment thereof, (c) to maintain working capital, equity capital or any other financial statement condition or liquidity of the primary obligor so as to enable the primary obligor to pay such Indebtedness or other obligation or (d) as an account party in respect of any letter of credit, including, but not limited to, the Reimbursement Agreement, or letter of guaranty issued to support such Indebtedness or obligation; provided , that the term Guarantee shall not include endorsements for collection or deposit in the ordinary course of business.

“ Guaranteed Obligations ” has the meaning ascribed to such term in Section 10.1 hereof.

“ Guarantor ” means Spirit Aviation and any Subsidiary of the Issuer which executes a joinder agreement following the date hereof.

“ Guarantor Copyright Security Agreement ” means an unexecuted Copyright Security Agreement, substantially in the form attached hereto as Exhibit I , by and between the Guarantor and the Collateral Agent for the benefit of the Purchasers to be entered into upon acquisition of such relevant Collateral by the Guarantor.

“ Guarantor Patent Security Agreement ” means an unexecuted Patent Security Agreement, substantially in the form attached hereto as Exhibit I , by and between the Guarantor and the Collateral Agent for the benefit of the Purchasers to be entered into upon acquisition of such relevant Collateral by the Guarantor.

“ Guarantor Security Agreement ” means the Security Agreement and Chattel Mortgage, dated as of July 12, 2005, by and between Spirit Aviation and the Collateral Agent for the benefit of Goldman Sachs, as amended and reaffirmed by the Collateral Agency Agreement.

“ Guarantor Trademark Security Agreement ” means an unexecuted Trademark Security Agreement, substantially in the form attached hereto as Exhibit I , by and between the Guarantor and the Collateral Agent to be entered into upon acquisition of such relevant Collateral by the Guarantor.

“ Guaranty ” means each guaranty pursuant to the terms of this Agreement made by any Guarantor in favor of the Holders.

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“ Hazardous Material ” means (i) any chemicals, materials, substances or wastes which are now or hereafter become defined as or included in the definition of “hazardous substances,” “hazardous wastes,” “hazardous materials,” “extremely hazardous wastes,” “restricted hazardous wastes,” “toxic substances,” “toxic pollutants” or words of similar meaning and regulatory effect, under any Environmental Law; (ii) petroleum or petroleum products, radioactive materials, asbestos, urea formaldehyde foam insulation, transformers or other equipment that contain dielectric fluid containing levels of polychlorinated biphenyls (PCBs); and (iii) any other chemical, material, substance or waste, exposure to which is now or hereafter prohibited, limited or regulated by any Governmental Authority because of its hazardous or dangerous properties.

“ Highest Lawful Rate ” means the maximum non-usurious rate of interest that the Holders are permitted under applicable law to contract for, take, charge or receive with respect to the Note Obligation in question.

“ Holders ” means the holders of the Securities issued pursuant to the Original Note Purchase Agreement, the First Amended Purchase Agreement or this Agreement from time to time.

“ Holdings II ” has the meaning ascribed to such term in the preamble hereto.

“ Holdings III ” has the meaning ascribed to such term in the preamble hereto.

“ Holdings III-A ” has the meaning ascribed to such term in the preamble hereto.

“ Indebtedness ” of any Person means, without duplication, (a) all obligations of such Person for borrowed money, (b) all obligations of such Person evidenced by bonds, debentures, notes or similar instruments, (c) all obligations of such Person upon which interest charges are customarily paid, (d) all obligations of such Person under conditional sale or other title retention agreements relating to property acquired by such Person, (e) all obligations of such Person in respect of the deferred purchase price of property or services (excluding current accounts payable and accrued expenses incurred in the ordinary course of business), (f) all Indebtedness of others secured by (or for which the holder of such Indebtedness has an existing right, contingent or otherwise, to be secured by) any Lien on property owned or acquired by such Person, whether or not the Indebtedness secured thereby has been assumed, (g) all Guarantees by such Person of Indebtedness of others, (h) all Capital Lease Obligations of such Person, (i) all obligations, contingent or otherwise, of such Person as an account party in respect of letters of credit and letters of guaranty, (j) all obligations, contingent or otherwise, of such Person in respect of bankers’ acceptances, (k) all obligations under leases commonly known as synthetic leases or leases that require such Person or its Affiliate to make payments over the term of such lease based on the purchase price or appraised value of the asset subject to such lease plus a marginal interest rate, and used primarily as a financing vehicle for, or to monetize, such asset, and (l) any Capital Stock of such Person in which such Person has a mandatory obligation to redeem such Capital Stock to the extent such Capital Stock is redeemable prior to the Maturity Date. The Indebtedness of any Person shall include the Indebtedness of any other entity (including any partnership in which such Person holds a partnership interest) to the extent such Person is liable therefor as a result of such Person’s ownership interest in or other relationship with such entity, except to the extent the terms of such Indebtedness provide that such Person is not liable therefor.

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“ Indigo A ” means Indigo Florida L.P., a Cayman Islands exempt limited partnership.

“ Indigo B ” means Indigo Miramar LLC, a Delaware limited liability company.

“ Indigo Purchasers ” has the meaning ascribed to such term in the preamble hereto.

“ Initial Closing ” has the meaning ascribed to such term in Section 2.3 .

“ Initial Closing Date ” has the meaning ascribed to such term in Section 2.3 .

“ Initial Public Offering ” shall mean the Issuer shall have consummated the initial offering and sale of shares of Common Stock pursuant to a firmly underwritten public offering registered on Form S-1 (or any successor thereto) and made effective pursuant to the Securities Act of 1933, as amended.

“ Intellectual Property ” means all trademarks and trademark rights, trade names and trade name rights, service marks and service mark rights, Internet domain names, copyrights and copyright rights, copyrightable works, patents and patent rights, brand names, trade dress, product designs, product packaging, business and product names, logos, slogans, rights of publicity, trade secrets, customer lists, inventions, processes, formulae, industrial models, processes, designs, specifications, data, technology, methodologies, computer programs (including all source codes), databases, and any other confidential and proprietary right or information, whether or not subject to statutory registration, and all related technical information, manufacturing, engineering and technical drawings, know-how and all pending applications for and registrations of patents, trademarks, service marks and copyrights or any of the foregoing, and the right to sue for past infringement, if any, in connection with any of the foregoing, and all documents, disks and other media on which any of the foregoing is stored.

“ Intercreditor Agreement ” means that certain Amended and Restated Shareholder Note Intercreditor Agreement, dated the date hereof, by and among the Issuer, Spirit Aviation, the Collateral Agent and the other parties thereto.

“ Investor Rights Agreement ” means the Second Amended and Restated Investor Rights Agreement, dated the date hereof, by and among the Issuer, the Purchasers and the other parties thereto.

“ Issuer ” has the meaning ascribed to such term in the preamble hereto.

“ Issuer Confidential Information ” has the meaning ascribed to such term in Section 9.11(a) hereof.

“ Issuer Copyright Security Agreement ” means an unexecuted Copyright Security Agreement, substantially in the form attached hereto as Exhibit I , by and between the Issuer and the Collateral Agent for the benefit of the Purchasers to be entered into upon acquisition of such relevant Collateral by the Issuer.

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“ Issuer Patent Security Agreement ” means an unexecuted Patent Security Agreement, substantially in the form attached hereto as Exhibit I , by and between the Issuer and the Collateral Agent for the benefit of the Purchasers to be entered into upon acquisition of such relevant Collateral by the Issuer.

“ Issuer Security Agreement ” means the Amended and Restated Security Agreement and Chattel Mortgage, dated as of July 12, 2005, by and between the Issuer and the Collateral Agent for the benefit of the Purchasers, as amended and reaffirmed by the Collateral Agency Agreement.

“ Issuer Trademark Security Agreement ” means the Trademark Security Agreement, dated as of July 12, 2005, by and between the Issuer and the Collateral Agent for the benefit of the Purchasers, as amended and reaffirmed by the Collateral Agency Agreement.

“ Lease ” means any lease of real or personal property to which the Issuer or any of its Subsidiaries is a party as lessor or lessee.

“ Liabilities ” means all Indebtedness, obligations and other liabilities (and contingencies that have become liabilities) of a Person (whether absolute, accrued, contingent (or based upon any contingency), known or unknown, fixed or otherwise, or whether due or to become due).

“ Lien ” means, with respect to any asset, (a) any mortgage, deed of trust, lien, pledge, hypothecation, security agreement, encumbrance, charge, option or security interest in, on or of such asset and (b) the interest of a vendor or a lessor under any conditional sale agreement, capital lease or title retention agreement (or any financing lease having substantially the same economic effect as any of the foregoing) relating to such asset.

“ Material Adverse Change ” means any circumstance or event, individually or in the aggregate, that has had or would be reasonably expected to have a Material Adverse Effect.

“ Material Adverse Effect ” means any event, change or development, or combination of events, changes or developments, individually or in the aggregate, that has or would reasonably be expected to have a material adverse effect on (a) the Business, results of operations, assets, liabilities, operations, property, prospects or financial condition of the Issuer, or the Issuer and its Subsidiaries taken as a whole, (b) the right or ability of the Issuer or its Subsidiaries to fully, completely and timely perform any of their obligations under this Agreement and any other of the Transaction Documents to the extent a party thereto, (c) the validity or enforceability of any Transaction Document against the Issuer or any Subsidiary which is a party thereto, or (d) the validity, perfection or priority of any Lien intended to be created under or pursuant to any Transaction Document to secure the Note Obligations.

“ Material Agreements ” means all agreements, understandings, instruments, contracts, judgments, orders, writs or decrees to which the Issuer or any of its Subsidiaries is a party or by which it is bound other than those (a) where the amount payable under such

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agreement, understanding, instrument, contract, judgment, order, writ or decree is less than $500,000, or (b) where the amount payable under such agreement, understanding, instrument, contract, judgment, order, writ or decree is in excess of $500,000, if such agreement, understanding, instrument, contract, judgment, order, writ or decree is terminable within 90 days and the amount payable before, at or following such termination does not exceed $500,000.

“ Maturity Date ” means the earlier of (i) December 30, 2011, or the immediately preceding Business Day if December 30, 2011 is not a Business Day, or (ii) the date on which a Change in Control occurs, or, if such date is not a Business Day, the immediately succeeding Business Day.

“ MD-80 Aircraft ” means any one of the McDonnell Douglas MD-80 series aircraft operated or formerly operated by the Issuer or any of its Subsidiaries.

“ Mortgage ” means a mortgage, deed of trust or deed to secure debt, in form and substance reasonably satisfactory to the Requisite Holders, made by the Issuer or its Subsidiaries in favor of the Collateral Agent for the benefit of the Holders, securing the Note Obligations and delivered to the Collateral Agent pursuant to the terms hereof.

“ Multi-employer Plan ” means a multiemployer plan as defined in Section 4001(a)(3) of ERISA.

“ Nevada Spirit ” has the meaning ascribed to such term in the preamble hereto.

“ New Pilot Contract ” means the Collective Bargaining Agreement to be entered into by and among the Issuer and the airline pilots in the employ of the Issuer, as represented by The Air Line Pilots Association, International.

“ Note Obligations ” means the sum of all Indebtedness from time to time owing by the Issuer to the Holders under the Notes or any Indebtedness or other obligations owing by the Issuer to the Holders pursuant to this Agreement or any of the Collateral Documents.

“ Notes ” means collectively, and without differentiation, the Tranche A Notes and the Tranche B Notes.

“ Order ” means any order, writ, injunction, decree, judgment, award, determination, direction or demand.

“ Original Note Purchase Agreement ” has the meaning ascribed to such term in the preamble hereof.

“ Original Purchasers ” has the meaning ascribed thereto in the preamble hereof.

“ Pari Passu Indebtedness ” means all amounts, including principal and interest, that may arise under those certain notes issued by the Issuer to certain shareholders of the Issuer and described on Exhibit A attached hereto as such notes are in effect as of the date hereof.

“ Passen Parties ” has the meaning ascribed to such term in the preamble hereof.

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“ Payment Date ” means: (1) any date on which the maturity of any or all of the Notes is accelerated in accordance with Section 8.1(b) ; (2) any date on which any interest on or principal of the Notes is required to be prepaid in accordance with Section 3.1 or 3.4 ; and (3) the Maturity Date.

“ PBGC ” means the Pension Benefit Guaranty Corporation established under ERISA.

“ Permitted Disclosee ” has the meaning ascribed to such term in Section 9.11(a) hereof.

“ Permitted Encumbrances ” means:

(a) Liens imposed by law for taxes, assessments or other governmental charges or levies that are not at the time delinquent or are being contested in compliance with Section 5.1(e) ;

(b) carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s and other like Liens imposed by law, arising in the ordinary course of Business and securing obligations that are not overdue by more than sixty (60) days or are being contested in compliance with Section 5.1(e) ;

(c) pledges and deposits made in the ordinary course of Business in compliance with workers’ compensation, unemployment insurance and other social security laws or regulations;

(d) deposits to secure the performance of tenders, bids, trade contracts, leases, statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature, in each case in the ordinary course of Business;

(e) irregularities in title, boundaries, or other survey defects, easements, leases, restrictions, servitudes, permits, reservations, exceptions, zoning restrictions, rights-of-way, conditions, covenants, mineral or royalty rights or reservations or oil, gas and mineral leases and rights of others in any property of the Issuer and its Subsidiaries for streets, roads, bridges, pipes, pipelines, natural gas gathering systems, natural gas processing facilities, railroads, electric transmission and distribution lines, telegraph and telephone lines, the removal of oil, gas or other minerals or other similar purposes, flood control, water rights, rights of others with respect to navigable waters, sewage and drainage rights existing as of the Closing Date or granted by the Issuer or its Subsidiaries in the ordinary course of Business and other similar charges or encumbrances which do not secure the payment of money and otherwise do not materially interfere with the occupation, use and enjoyment by the Issuer or its Subsidiaries of any of the Property of the Issuer or its Subsidiaries in the normal course of Business or materially impair the value thereof;

(f) licenses granted in the ordinary course of Business and leases of Property of the Issuer and its Subsidiaries;

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(g) security interests arising by operation of law solely under Article 2 of the UCC to the extent and so long as the “creditor” with respect to such security interests does not have or does not lawfully obtain possession of the goods subject thereto;

(h) Liens securing indebtedness neither created, assumed nor guaranteed by the Issuer upon lands over which easements or similar rights are currently owned or which are acquired by the Issuer in the ordinary course of Business so long as such Liens do not materially interfere with the occupation, use and enjoyment by the Issuer or its Subsidiaries of any of the Property in the normal course of Business or materially impair the value thereof;

(i) any Lien or privilege vested in any lessor, licensor or permittor for rent to become due or for other obligations or acts to be performed, the payment of which rent or the performance of which other obligations or acts is required under leases, subleases, licenses or permits; and

(j) any obligations or duties affecting any of the Property to any municipality or public authority with respect to any franchise, grant, license or permit which do not materially impair the use of such Property for the purposes for which it is held.

“ Permitted Holders ” means the Indigo Purchasers, Holdings II, Holdings III, Holdings III-A and each of their respective Affiliates.

“ Permitted Investments ” means:

(a) investments in (i) direct obligations of, or obligations the principal of and interest on which are unconditionally guaranteed by, the United States of America (or by any agency thereof to the extent such obligations are backed by the full faith and credit of the United States of America), and (ii) direct obligations of an agency or instrumentality of, or corporation owned, controlled or sponsored by, the United States of America that are generally considered in the securities industry to be implicit obligations of the United States of America, which, in the case of both clause (i) and clause (ii) hereof, obligations (x) have been rated investment grade rated by S&P or Moody’s and (y) have maturities within one year from the date of acquisition thereof;

(b) investments in commercial paper or corporate securities maturing within 270 days from the date of acquisition thereof and having, at such date of acquisition, a rating of at least A2 from S&P or P2 from Moody’s;

(c) investments in certificates of deposit, banker’s acceptances and time deposits maturing within 180 days from the date of acquisition thereof issued or guaranteed by or placed with, and money market deposit accounts issued or offered by, any domestic office of any commercial bank organized under the laws of the United States of America or any State thereof which has a combined capital and surplus and undivided profits of not less than $500,000,000, or any domestic office of a foreign commercial bank which has a combined capital and surplus and undivided profits in an amount equivalent to not less than $500,000,000;

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(d) fully collateralized repurchase agreements with a term of not more than 30 days for securities described in clause (a) above and entered into with a financial institution satisfying the criteria described in clause (c) above; and

(e) shares of money market or similar funds not less than 95% of the assets of which are comprised of investments of the type specified in clauses (a) through (d) above and as to which withdrawals are permitted at least every 30 days.

“ Permitted Liens ” has the meaning ascribed to such term in Section 5.2(f) hereof.

“ Person ” means any natural person, corporation, limited liability company, trust, joint venture, association, company, partnership, Governmental Authority or other entity.

“ POF II ” has the meaning ascribed to such term in preamble hereto.

“ POF III ” has the meaning ascribed to such term in preamble hereto.

“ Preferred Stock ” means the Class A Preferred Stock and the Class B Preferred Stock.

“ Prepayment ” has the meaning ascribed to such term in Section 3.5 hereof.

“ Prepayment Notice ” has the meaning ascribed to such term in Section 3.5 hereof.

“ Property ” means any interest in any kind of property or asset, whether real, personal or mixed.

“ Pro Rata Portion ” means with respect to each Holder, the percentage that the outstanding principal amount of Notes held by such Holder bears to the aggregate principal amount of Notes then outstanding (excluding Notes held by the Issuer or its Subsidiaries).

“ Purchasers ” means, collectively and without differentiation, the Indigo Purchasers, Holdings II, Holdings III, Holdings III-A and the Existing Purchasers, and as the context requires, their successors and permitted assigns.

“ Public Offering ” means a firmly underwritten public offering of Common Stock pursuant to an effective registration statement under the Securities Act.

“ Qualified Public Offering ” means a Public Offering that results in aggregate gross proceeds to the Issuer and any selling stockholders in such Public Offering of at least $200,000,000.

“Qualified Recapitalization ” shall mean that the Issuer shall have, in one transaction or a series of related transactions, consummated the issuance and sale of shares of capital stock or debt securities of the Issuer for an aggregate purchase price of at least $10,000,000.

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“ Redeemable Stock ” means any class or series of Capital Stock of any Person that by its terms or otherwise (i) is required to be redeemed prior to the Maturity Date, (ii) may be required to be redeemed at the option of the holder of such class or series of Capital Stock at any time prior to the Maturity Date, or (iii) is convertible into or exchangeable for Capital Stock referred to in clause (i) or (ii) above or Indebtedness having a scheduled maturity prior to the Maturity Date.

“ Register ” has the meaning ascribed to such term in Section 9.7(a) hereof.

“ Reimbursement Agreement ” means that certain Letter of Credit Reimbursement Agreement, dated as of July 15, 2005, by and among the Issuer and Goldman Sachs, as amended and reaffirmed by the First Amendment to Reimbursement Agreement, and as such may be further amended from time to time.

“ Reimbursement Obligations ” means the obligations of the Issuer pursuant to the Reimbursement Agreement to reimburse Goldman Sachs for amounts drawn under letters of credit issued pursuant to the Reimbursement Agreement or amounts otherwise required to be reimbursed pursuant to the terms of such Reimbursement Agreement.

“ Related Parties ” means, with respect to any specified Person, such Person’s Affiliates and the respective directors, officers and employees of such Person and such Person’s Affiliates.

“ Release ” means any spilling, leaking, pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching, dumping, or disposing of a Hazardous Material into the Environment.

“ Requisite Holders ” means the Tranche A Requisite Holders and Tranche B Requisite Holders.

“ Responsible Officer ” means the chief executive officer, chief financial officer and secretary of the Issuer.

“ Restricted Payment ” means with respect to any Person (i) any declaration or payment of dividends on or making of any distributions in respect of the Capital Stock or Equity of such Person (other than dividends or distributions payable solely in shares of Capital Stock (other than Redeemable Stock) or in options, warrants, or other rights to purchase Capital Stock (other than Redeemable Stock)) to holders of Capital Stock or Equity of such Person, (ii) any purchase, redemption or other acquisition or retirement for value by such Person (other than through the issuance solely of Capital Stock or Equity (other than Redeemable Stock) or options, warrants or other rights to purchase Capital Stock or Equity (other than Redeemable Stock)) of any Capital Stock or Equity or warrants, rights (other than exchangeable or convertible Indebtedness of such Person not prohibited under clause (iii) below) or options to acquire Capital Stock or Equity of such Person, provided however that any Equity repurchases pursuant to the Issuer’s employee equity incentive plan and authorized by the Board of Directors will not be considered a Restricted Payment, and (iii) any redemption, repurchase, defeasance (including, but not limited to, in substance or legal defeasance), or other acquisition or retirement for value by such Person (other than through the issuance solely of Capital Stock or Equity (other than

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Redeemable Stock) or warrants, rights or options to acquire Capital Stock or Equity (other than Redeemable Stock)) (collectively, a “ prepayment ”), directly or indirectly (including by way of setoff or of amendment of the terms of any Indebtedness in connection with any retirement or acquisition of such Indebtedness), other than at any scheduled maturity thereof or by any scheduled repayment or scheduled sinking fund payment, of any Indebtedness of such Person or any Subsidiary of such Person (other than repayment of all or a portion of the Notes).

“ Restricted Securities ” has the meaning set forth under Rule 144 promulgated under the Securities Act.

“ Retired MD-80 Aircraft ” means any of the McDonnell Douglas MD-80 series aircraft and related engines, parts and tooling operated or formerly operated by the Issuer or any of its Subsidiaries from and after the date which the Issuer has removed such equipment from active service.

“ Retired MD-80 Charges ” means, with respect to any Fiscal Year or portion thereof, the Retired MD-80 Removal Costs less the Retired MD-80 Receivables.

“ Retired MD-80 Receivables ” means, with respect to any period, in respect of all Retired MD-80 Aircraft, the sum, without duplication, of (1) the total amount of cash received during such period by the Issuer as rent or maintenance reserves pursuant to any lease, sublease or other rental of such Retired MD-80 Aircraft, (2) any cash proceeds received during such period from the sale or other disposition of any Retired MD-80 Aircraft purchased by the Issuer or any of its Subsidiaries after December 31, 2005, (3) in connection with the sale or other disposition of any Retired MD-80 Aircraft owned by the Issuer or any of its Subsidiaries prior to January 1, 2006, to the extent that the cash proceeds received exceed the net book value of such Retired MD-80 Aircraft, that excess amount, and (4) the total amount of cash received during such period by the Issuer for the repayment of any security deposit.

“ Retired MD-80 Removal Costs ” means, with respect to any period and without duplication, all costs, expenses or other obligations paid or required to be paid during such period in cash by or on behalf of the Issuer or any of its Subsidiaries in respect of all Retired MD-80 Aircraft related to: (1) rent, (2) maintenance reserves, (3) end of lease obligations, including without limitation, costs of satisfying lease return conditions, (4) maintenance, insurance, storage and relocation (including crew, fuel and other ferry costs), (5) any amount paid or required to be paid in connection with the early termination of a lease, (6) the cost of purchase of any Retired MD-80 Aircraft purchased by the Issuer or any of its Subsidiaries after December 31, 2005, (7) in connection with the sale, other disposition or abandonment of any Retired MD-80 Aircraft owned by the Issuer or any of its Subsidiaries prior to January 1, 2006, to the extent that cash proceeds received are less than the net book value of that Retired MD-80 Aircraft, that shortfall, and (8) any amounts paid to any consultant or adviser engaged by the Issuer to manage Retired MD-80 Aircraft. For the avoidance of doubt, payments of principal and interest described on Schedule 2 attached hereto shall not be Retired MD-80 Removal Costs.

“ Sale of the Company ” shall mean the occurrence of any of the following on or after July 13, 2006: (i) the consummation of any transaction, or series of related transactions (including, without limitation, any merger or consolidation), the result of which is that any “person” or “group” (as such terms are used in Section 13(d)(3) of the Exchange Act), other than

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Permitted Holders, becomes the “beneficial owner” (as such term is used in Section 13(d)(3) of the Exchange Act), directly or indirectly, of more than 25% of the Common Stock of the Issuer (calculated on an as-if-converted and fully diluted basis) or, as applicable, more than 25% of the equity of the entity surviving such transaction and (ii) the direct or indirect sale, transfer, conveyance or other disposition (other than by way of merger or consolidation), in one or a series of related transactions, of all or substantially all of the properties or assets of the Issuer and its Subsidiaries, taken as a whole, to any “person” or “group” (as such terms are used in Section 13(d)(3) of the Exchange Act), other than Permitted Holders or Subsidiaries of the Issuer.

“ Schorr Family ” has the meaning ascribed to such term in the preamble hereof.

“ Schorr Parties ” has the meaning ascribed to such term in the preamble hereof.

“ Securities ” has the meaning ascribed to such term in Section 2.1 hereof.

“ Securities Act ” means the Securities Act of 1933, as amended.

“ Security Agreement ” means, collectively, (A) (i) where applicable, as amended by the Amendment Documents, (ii) the Issuer Security Agreement, (iii) the Guarantor Security Agreement, (iv) the Slot Security Agreement, (v) the Issuer Trademark Security Agreement, and (B) to the extent executed and delivered in the future (i) any Guarantor Trademark Security Agreement, (ii) any Guarantor Copyright Security Agreement, (iii) any Guarantor Patent Security Agreement, (iv) any Issuer Copyright Security Agreement and (v) any Issuer Patent Security Agreement, as applicable to each party thereto, as from time to time amended, restated, supplemented or otherwise modified.

“ Slot Security Agreement ” means the Slot Security Agreement, dated as of July 12, 2005, by and between the Issuer and the Collateral Agent, as amended and reaffirmed by the Collateral Agency Agreement.

“ Spirit Aviation ” means the Subsidiary of the Issuer acting as the Guarantor under this Agreement.

“ Stated Maturity ” means (i) with respect to any debt security, the date specified in such debt security as the fixed date on which the final installment of principal of such debt security is due and payable and (ii) with respect to any scheduled installment of principal of or interest on any debt security, the date specified in such debt security as the fixed date on which such installment is due and payable.

“ Subordinated Indebtedness ” means those certain notes issued by the Issuer and described on Exhibit C attached hereto as such notes are in effect as of the date hereof.

“ Subsequent Closing ” has the meaning ascribed to such term in Section 2.3 hereof.

“ Subsequent Closing Date ” has the meaning ascribed to such term in Section 2.3 hereof.

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“ subsidiary ” means, with respect to any Person (the “ parent ”) at any date, any corporation, limited liability company, partnership, association or other entity the accounts of which would be consolidated with those of the parent in the parent’s consolidated financial statements if such financial statements were prepared in accordance with GAAP as of such date, as well as any other corporation, limited liability company, partnership, association or other entity (a) of which securities or other ownership interests representing more than 50% of the equity or more than 50% of the ordinary voting power or, in the case of a partnership, more than 50% of the general partnership interests are, as of such date, owned, controlled or held, or (b) that is, as of such date, otherwise Controlled, by the parent or one or more subsidiaries of the parent or by the parent and one or more subsidiaries of the parent.

“ Subsidiary ” means any subsidiary of the Issuer.

“ Taurus ” has the meaning ascribed to such term in the preamble hereof.

“ Tax Returns ” means any report, declaration, return, information return, claim for refund, or statement relating to Taxes, including any schedule or attachment thereto, and including any amendments thereof.

“ Taxes ” means any federal, state, local or foreign income, gross receipts, license, payroll, employment, excise, severance, stamp, occupation, premium, windfall profits, environmental, customs duties, capital stock, franchise, profits, withholding, social security, unemployment, disability, real property, personal property, sales, use, transfer, registration, ad valorem, value added, alternative or add-on minimum or estimated tax or other tax of any kind whatsoever, including any interest, penalty, or addition thereto, whether disputed or not, imposed by any Governmental Authority.

“ Tranche A Notes ” means collectively, and without differentiation, the “Senior Secured Notes” (including the Tranche A Notes issued in substitution for the Existing Notes) issued to the Existing Purchasers pursuant to the Original Note Purchase Agreement and the First Amended Purchase Agreement on or before the date hereof in respect of their several commitments thereunder.

“ Tranche A Requisite Holders ” means the holders of more than fifty percent (50%) of the outstanding principal amount of the Tranche A Notes.

“ Tranche B Notes ” means the Senior Secured Notes issued to the Indigo Purchasers, Holdings III and Holdings III-A pursuant to this Agreement, aggregating up to $76,800,000 in principal amount.

“ Tranche B Purchasers ” means the Indigo Purchasers, Holdings III and Holdings III-A in their capacity as purchasers of Tranche B Notes.

“ Tranche B Requisite Holders ” has the meaning ascribed to such term in Section 5.1 hereof.

“ Transaction Documents ” means this Agreement, the Notes, the Collateral Documents and all other agreements, certificates, documents, instruments and writings at any time delivered by the Issuer or any Guarantor in connection with the purchase and sale of the Notes (exclusive of the term sheets, commitment letters, correspondence and similar documents used in the negotiation thereof).

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“ Transactions ” means the execution, delivery and performance by the Issuer of this Agreement and the other Transaction Documents, the issuance and sale of the Securities, and the use of the proceeds thereof.

“ Trigger Event ” has the meaning ascribed to such term in Section 2.6(b) hereof.

“ UCC ” means the Uniform Commercial Code as adopted in the States of New York and Florida, as from time to time amended.

“ Unrestricted Cash ” means Cash available to the Issuer for working capital or other purposes which is not subject to any restrictions on use.

“ Unrestricted Cash Balance ” means the Issuer’s Unrestricted Cash and Unrestricted Cash Equivalent balances, as determined in accordance with GAAP.

“ Unrestricted Cash Equivalents ” means Cash Equivalents available to the Issuer and not subject to any restrictions on use.

“ Wholly Owned Subsidiary ” means, as to any Person, any other Person all of the Equity of which (other than directors’ qualifying shares required by law) is owned by such Person directly and/or through other Wholly Owned Subsidiaries.

“ Withdrawal Liability ” means liability to a Multiemployer Plan as a result of a complete or partial withdrawal from such Multiemployer Plan, as such terms are defined in Part 1 of Subtitle E of Title IV of ERISA.

Section 1.2 Accounting Terms and Determinations . Except as otherwise expressly provided for in this Agreement, all accounting terms used in this Agreement shall be interpreted, all determinations with respect to accounting matters hereunder shall be made and all financial statements and certificates and reports as to financial matters required to be delivered to the Holders under this Agreement shall be prepared in accordance with GAAP applied on a basis consistent with those used in the preparation of the latest financial statements furnished to the Holders under this Agreement.

Section 1.3 Interpretation . In this Agreement, unless otherwise indicated, the singular includes the plural and conversely; words importing one gender include the others; references to statutes or regulations are to be construed as including all statutory or regulatory provisions consolidating, amending or replacing the statute or regulation referred to; references to “writing” include printing, typing, lithography and other means of reproducing words in a tangible visible form; the word “or” shall not be exclusive (i.e., shall be deemed to include “and/or”); the words “including,” “includes” and “include” shall be deemed to be followed by the words “without limitation”; references to articles, sections (or subdivisions of sections), exhibits, annexes or schedules are to such parts of this Agreement; references to agreements and other contractual instruments shall be deemed to include all subsequent

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amendments, restatements, amendments and restatements, supplements, extensions and other modifications to such instruments (without, however, limiting any prohibition on any such amendments, extensions and other modifications by the terms of this Agreement); and references to Persons include their respective permitted successors and assigns and, in the case of any Governmental Authority, Persons succeeding to their respective functions and capacities.

SECTION 2

PURCHASE AND SALE OF SECURITIES

Section 2.1 Authorization of Securities . The Issuer has duly authorized, in addition to the outstanding Tranche A Notes, (i) the issuance and sale of the Tranche B Notes to the Indigo Purchasers in the aggregate principal amount of up to $54,000,000 and to Holdings III and Holdings III-A in the aggregate principal amount of up to $22,800,000 and (ii) among other things, (A) an increase in the authorized number of shares of Common Stock and (B) the issuance of an aggregate of 14,999,970 shares of the Issuer’s Common Stock (the “ Common Shares ,” and together with the Notes, the “ Securities ”), to the Indigo Purchasers as described in this Agreement.

The Tranche A Notes are in the form attached hereto as Exhibit D-1 . The Tranche B Notes shall be substantially in the form set forth in Exhibit D-2 with such changes therefrom as may be approved, subject to the provisions of Section 9.1(a)(ii) hereof, by the Tranche B Requisite Holders and the Issuer.

Section 2.2 Sale and Purchase of Securities .

(a) The Issuer and the Guarantor acknowledge that the Existing Notes have been transferred to Holdings II and that the Existing Notes have been exchanged for Tranche A Notes. The Issuer and the Guarantor further acknowledge that, prior to the effectiveness of this Agreement, each Existing Purchaser severally purchased additional Tranche A Notes in the principal amount opposite such Existing Purchasers name on Exhibit E-1 attached hereto, and as a result, the Existing Purchasers have heretofore fully satisfied and discharged their several commitments to purchase notes under the First Amended Purchase Agreement. As set forth in Exhibit E-1 , for avoidance of doubt, all Tranche A Notes are Notes under this Agreement and the holders thereof are Holders under this Agreement.

(b) Subject to the terms and conditions of the First Amended Purchase Agreement, prior to the Initial Closing, the Issuer has sold to the Existing Purchasers the principal amount of Tranche A Notes set forth opposite such Existing Purchaser’s name on Exhibit E-1 attached hereto and, in consideration for the agreements of each Existing Purchaser set forth in the First Amended Purchase Agreement, the Issuer has issued to such Existing Purchaser the number of Common Shares set forth opposite such Existing Purchaser’s name on Exhibit E-1 attached hereto.

(c) Subject to the terms and conditions of this Agreement, at the Initial Closing, the Issuer will issue and sell to the Indigo Purchasers, Holdings III and Holdings III-A, and the Indigo Purchasers, Holdings III and Holdings III-A will, severally and not jointly, at the Initial Closing, purchase from the Issuer the principal amount of Tranche B Notes set forth opposite

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their respective names on Exhibit E-2 attached hereto at the aggregate purchase price set forth opposite their respective names on Exhibit E-2 attached hereto and, in consideration for the agreements of the Indigo Purchasers set forth herein, the Issuer shall issue to the Indigo Purchasers, at the Initial Closing, the number of Common Shares set forth opposite their respective names on Exhibit E-2 attached hereto at a purchase price of $0.02 per share.

(d) Following the Initial Closing, and subject to the terms and conditions of this Agreement, if, at any time on or before the earlier of (i) the consummation of an Initial Public Offering, (ii) the consummation of a Change in Control or (iii) December 31, 2008, the Issuer’s Unrestricted Cash Balance on the last day of a calendar month is less than $35,000,000, the Issuer shall notify the Tranche B Purchasers in writing of the Unrestricted Cash Balance as of such date. Following such written notice, the Indigo Purchasers may elect to require that all of the Tranche B Purchasers purchase additional Tranche B Notes by providing written notice to each of the Tranche B Purchasers of such election, which notice shall specify the proposed Closing Date and the aggregate principal amount of Tranche B Notes to be purchased at such Closing; provided that (w) the aggregate purchase price of all such Tranche B Notes purchased pursuant to this Section 2.2(c) shall not exceed sixteen million eight hundred thousand dollars ($16,800,000), (x) a Tranche B Purchaser shall purchase at least one million dollars ($1,000,000) in principal amount of Tranche B Notes at any Closing pursuant to this Section 2.2(d) and (y) no Tranche B Purchaser shall be obligated to purchase additional Tranche B Notes at a Closing pursuant to this Section 2.2(d) unless the other Tranche B Purchaser(s) purchase all additional Tranche B Notes required to be purchased by such Tranche B Purchaser(s) pursuant to this Section 2.2(d) in such Closing. The Tranche B Purchasers shall purchase the Tranche B Notes, severally and not jointly, in accordance with the relative percentages set forth opposite such Tranche B Purchasers’ names on Exhibit F attached hereto.

(e) The Issuer and the Purchasers agree that the Issuer and the Purchasers, as well as any subsequent holder of any of the Securities, shall for all purposes, including the preparation of Tax Returns, ascribe such value to the Securities as set forth herein.

(f) For avoidance of doubt, upon consummation of the Securities purchases described herein, no Purchaser shall have any obligation to the Issuer to purchase additional Securities.

Section 2.3 Closing . The sale and purchase of the Tranche B Notes to be purchased by each Tranche B Purchaser shall occur on the date of this Agreement or such other date as shall be agreed upon by each of the Tranche B Purchasers and the Issuer in writing (the “ Initial Closing ” and the date thereof, the “ Initial Closing Date ”), and any additional Tranche B Notes to be purchased pursuant to Section 2.2(d) above shall occur at multiple closings in accordance with the terms set forth in Section 2.2(d) above (each a “ Subsequent Closing ” and the date thereof, the “ Subsequent Closing Date ”). The Initial Closing and each Subsequent Closing are referred to herein collectively as a “ Closing ” and the date thereof, the “ Closing Date .” At the Initial Closing, the Issuer will deliver to (i) each Indigo Purchaser the amount of Tranche B Notes and Common Shares purchased by such Indigo Purchaser, and (ii) Holdings III and Holdings III-A the amount of Tranche B Notes purchased by Holdings III and Holdings III-A, respectively, in each case in accordance with the terms hereof, registered in the names of such Tranche B Purchaser (or in the name of a nominee of the Tranche B Purchaser as

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designated in writing by such Tranche B Purchaser), each dated the Initial Closing Date, against delivery by such Tranche B Purchaser to the Issuer or to its order on the Initial Closing Date of immediately available funds in the amount of the purchase price therefor by wire transfer to the accounts designated by the Issuer in writing. At any Subsequent Closing, the Issuer will deliver to (i) each Indigo Purchaser the amount of Tranche B Notes purchased by such Indigo Purchaser, and (ii) Holdings III and Holdings III-A the amount of Tranche B Notes purchased by Holdings III and Holdings III-A, respectively, in each case in accordance with the terms hereof, registered in the names of such Tranche B Purchaser (or in the name of a nominee of the Tranche B Purchaser, so long as such nominee is an Affiliate of the Tranche B Purchaser and is designated in writing by such Tranche B Purchaser), each dated such Subsequent Closing Date, against delivery by such Tranche B Purchaser to the Issuer or to its order on such Subsequent Closing Date of immediately available funds in the amount of the purchase price therefor by wire transfer to the accounts designated by the Issuer in writing.

Section 2.4 Absolute Obligation to Fund . Upon the satisfaction or waiver in writing of all conditions precedent set forth in Section 6 hereof, the obligations of the Tranche B Purchasers to purchase the Tranche B Notes on the Initial Closing Date as provided for in Section 2.3 above shall be absolute, unconditional and irrevocable, and shall be performed strictly in accordance with the terms of this Agreement under any and all circumstances whatsoever.

Section 2.5 Further Assurances . At any time or from time to time after the date hereof, each of the parties hereto shall execute and deliver to the other parties hereto such other documents and instruments, provide such materials and information and take such other actions as such other parties may reasonably request to consummate the transactions contemplated hereby.

Section 2.6 Use of Proceeds . The proceeds from the issuance of the Notes will be used by the Issuer and its Subsidiaries for working capital and other general corporate purposes.

Section 2.7 Certain Events Affecting the Preferred Stock .

(a) Prior to the Closing of the purchase of the Securities pursuant to Section 2.2(c) above, a Certificate of Amendment will be filed with the Secretary of State of Delaware that shall provide, among other things, for the reduction of the aggregate liquidation preference of the Class A Preferred Stock in an amount equal to the aggregate principal amount of such additional Tranche B Notes purchased by the Indigo Purchasers at any Subsequent Closing pursuant to Section 2.2(d) above. For the avoidance of doubt, no accrued and unpaid dividends shall be paid in respect of the portion of the liquidation preference that is so eliminated in accordance with this subsection (a).

(b) The aggregate amount of Retired MD-80 Charges actually incurred from and after January 1, 2006 through the earliest to occur of (w) December 31, 2009, (x) the consummation of a Change of Control, (y) the consummation of a Qualified Public Offering, or (z) the redemption of all of the Class A Preferred Stock in accordance with its terms (each a “ Trigger Event ”) shall be calculated upon the occurrence of such Trigger Event. If the amount

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of such Retired MD-80 Charges exceeds the sum of (i) for each completed fiscal period set forth on Schedule 1, the amount set forth for such fiscal period on Schedule 1 under the heading “Target Points”, plus (ii) for the fiscal period in effect when the Trigger Event occurs, an amount equal to the product of (A) the amount set forth for such fiscal period on Schedule 1 under the heading “Target Points”, and (B) a fraction, the numerator of which is the actual number of days elapsed in such fiscal period prior to the occurrence of the Trigger Event and the denominator of which is the total number of days in such fiscal period (the sum of clauses (i) and (ii) being the “ Charge Threshold ”), then, promptly following the occurrence of such Trigger Event, the aggregate liquidation preference of the Class A Preferred Stock shall automatically be reduced by the amount that such Retired MD-80 Charges actually incurred as of date of the Trigger Event exceeds the Charge Threshold, provided , that in no event will the aggregate liquidation preference of the Class A Preferred Stock be reduced by more than $30,000,000 as a result of this Section 2.7(b) . For the avoidance of doubt, no accrued and unpaid dividends shall be paid in respect of the portion of the liquidation preference that is so eliminated in accordance with this subsection (b).

(c) In the event that (x) the New Pilot Contract is not ratified and effective by January 1, 2008, or (y) if such New Pilot Contract is ratified, (i) it has a term of less than five (5) years, (ii) it is reasonably expected to result in the Actual Cost per Block Hour for calendar year 2008 to exceed $345, or (iii) it is reasonably expected that in any subsequent calendar year after 2008 during the term of the New Pilot Contract the Actual Cost per Block Hour will exceed $345, or (z) (i) a Sale of the Company, Initial Public Offering, Bankruptcy Event or Qualified Recapitalization shall have occurred prior to January 1, 2008 and (ii) at any time prior to the consummation of any of the foregoing events, the Actual Block Cost per Hour exceeded $345, the aggregate liquidation preference of the Class A Preferred Stock shall automatically be reduced by $22,500,000, with respect to (x) or (y), effective January 1, 2008, and, with respect to (z), effective upon the consummation of such Sale of the Company, Initial Public Offering, Bankruptcy Event or Qualified Recapitalization, and no accrued and unpaid dividends shall be paid in respect of the portion of the liquidation preference that has been so eliminated. The determinations made pursuant to (y)(ii) and (y)(iii) above shall be made on or about January 1, 2008 and based on the Issuer’s operating plan for 2008 as approved by the Board of Directors.

SECTION 3

TERMS OF THE NOTES

Section 3.1 Rate of Interest; Payment of Interest .

(a) Except as set forth in Section 3.1(b) or as otherwise set forth in the Notes executed and delivered by the Issuer, during the period from the date of issuance to and including the date of their repayment in full, the Notes shall bear and accrue interest on the unpaid principal amount from time to time outstanding at the rate of seventeen percent (17%) per annum accruing on a daily basis compounded annually on each Annual Payment Date to the extent not paid. Interest on the Notes may be payable in arrears in cash or deemed paid when added to the principal amount of the Notes, in either case, on each Annual Payment Date, and at the sole discretion of the Board of Directors. All interest that has accrued and is not paid in cash on any Annual Payment Date shall be added to the principal amount of the applicable Note as of the applicable Annual Payment Date (and following such addition such accrued interest shall no longer be deemed to be accrued and unpaid).

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(b) Commencing on the Initial Closing Date, no interest shall accrue on the outstanding principal balance due under the Tranche A Notes until January 27, 2007 (such interest free period being the “ Tranche A Interest Holiday ”). On January 28, 2007, interest accrual on the outstanding principal balance due under the Tranche A Notes shall recommence and shall thereafter continue pursuant to the terms thereof and of this Agreement. For avoidance of doubt, (i) in any calculation of accrued interest or principal after capitalization of accrued interest, the amount of interest that accrued on the Tranche A Notes during the Tranche A Interest Holiday shall be zero, and (ii) interest on the outstanding principal balances due under the Tranche B Notes shall accrue uninterrupted from the date of issuance pursuant to their respective terms.

(c) Each Existing Purchaser shall exchange concurrently with the execution of this Agreement its currently held Tranche A Notes for Tranche A Notes that reflect the Tranche A Interest Holiday in the form attached hereto as Exhibit D-1 .

Section 3.2 Computation of Interest . Subject to Section 3.1(b), Interest shall be computed on the Notes on the basis of a 360-day year and the actual number of days elapsed. On each Annual Payment Date, Interest on the Notes shall be computed as the sum of the daily interest for the period prior to each Payment Date, taking into account the outstanding principal balance of the Notes on each day of the period (where such balance on any given day shall reflect any payment of principal credited on such date pursuant to Section 3.7 hereof).

Section 3.3 Payment of Principal . The outstanding principal balance of the Notes shall be due and payable in full on the Maturity Date to the extent not prepaid pursuant to Section 3.4 or 8.1(b) prior thereto.

Section 3.4 Optional Prepayments of the Notes . The Issuer may prepay the Notes, at its option, in accordance with the procedures set forth in Section 3.5 , in whole or in part, at a price equal to the principal amount of Notes to be prepaid plus accrued but unpaid interest on the principal amount of Notes to be prepaid to the prepayment date.

Section 3.5 Prepayment . The Issuer shall have the right, but not the obligation, to prepay all or any portion of the Notes pursuant to Section 3.4 (the “ Prepayment ”), provided that:

(a) the Issuer shall deliver to the Holders of the Notes a prepayment notice in writing (the “ Prepayment Notice ”) not less than fifteen (15) Business Days prior to the date of the proposed Prepayment, setting forth the date and amount of such proposed Prepayment;

(b) assuming payment by the Issuer, the Prepayment shall be effective as of the proposed date of Prepayment set forth in the Prepayment Notice;

(c) the Issuer shall, at the time of such Prepayment, pay all accrued and unpaid interest with respect to the portion of the Notes being prepaid;

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(d) the Issuer shall deliver to the Holders, prior to the date of Prepayment, evidence reasonably satisfactory to the Holders that all approvals necessary in respect of the Prepayment have been obtained from all Governmental Authorities and all other Persons; and

(e) in the case of a Prepayment of less than the entire principal amount of the Notes then outstanding, the amount of any Prepayment shall be made ratably as to each Holder based on each Holder’s Pro Rata Portion of the aggregate amount of such Prepayment.

Section 3.6 General Payment Provision .

(a) Except as may be agreed by the Holders, the Issuer shall make each payment which the Issuer owes under this Agreement and any of the other Transaction Documents not later than 2:00 p.m., New York, New York time, on the date such payment becomes due and payable, without set-off, deduction or counterclaim, in lawful money of the United States of America, in immediately available funds sent to each Holder by wire transfer to the bank accounts specified by such Holder in writing. Any payment received by the Holders after such time shall be deemed to have been made on the next following Business Day. Should any such payment become due and payable on a day other than a Business Day, the maturity of such payment shall be the succeeding Business Day. Each payment under a Transaction Document shall be due and payable at the place provided therein and, if no specific place of payment is provided, shall be due and payable at the place of payment of the Notes.

(b) Payments or prepayments of principal on the Notes shall be applied ratably to all Holders based on their respective Pro Rata Portions of such payments or prepayments. Payments of interest on the Notes shall be applied ratably to such Notes based on the respective amounts then owed on the respective Notes. Except for prepayments pursuant to Section 3.4 (which shall be applied as provided in Section 3.5(b) ), any amount received by the Holders, whether as an interest payment or principal payment from or on behalf of the Issuer, shall be applied as follows in descending order of priority:

(i) to all costs and expenses (including reasonable attorneys’ fees) payable pursuant to Section 9.15 hereof or in enforcing any Note Obligations of, or in collecting any payments from, any obligor hereunder or under the other Transaction Documents;

(ii) to Note Obligations (other than principal or interest) then due and owing to Holders under any of the Transaction Documents;

(iii) to interest which has accrued on any amounts hereunder, including, without limitation, on the Notes pursuant to Section 3.1 ;

(iv) to payment of principal on the Notes until paid in full; and

(v) if all Note Obligations under the Transaction Documents have been paid in full, to the Issuer.

Section 3.7 Ranking . The Notes shall be senior in all respects to any other Indebtedness of the Issuer, except junior to the Reimbursement Obligations and pari passu with the Pari Passu Indebtedness and Indebtedness secured by Liens of the type described in Section 5.2(f)(vii) hereof.

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Section 3.8 Taxes, Duties and Fees .

(a) Except where the Issuer is contesting in good faith and has established adequate reserves, the Issuer shall pay or cause to be paid all present and future Taxes, duties, fees and other charges of whatsoever nature, if any, now or at any time hereafter levied or imposed by any Governmental Authority, by any department, agency, political subdivision or taxing or other authority thereof or therein, or by any jurisdiction through which the Issuer makes payments hereunder, on or in connection with the payment of any and all amounts due under this Agreement and the other Transaction Documents, and all payments of principal, interest and other amounts due under this Agreement and the other Transaction Documents shall be made without deduction for or on account of any such Taxes, duties, fees and other charges.

(b) In the event the Issuer is required to withhold any such amount or is prevented by operation of law or otherwise from paying or causing to be paid such Taxes, duties, fees or other charges as aforesaid, the principal, interest or other amounts due under this Agreement and the other Transaction Documents (as the case may be) shall be increased to such amount as shall be necessary to yield and remit to the payees the full amount such payees would have received (taking into account any such Taxes, duties, fees or other charges payable on amounts payable by the Issuer under this Section 3.8(b) ) had such payment been made without deduction of such Taxes, duties, fees or other charges (all and any of such additional amounts, herein referred to as the “ Additional Amounts ”).

(c) If Section 3.8(b) above applies and any Holder so requires, the Issuer shall deliver to such Holder, official tax receipts evidencing payment (or certified copies of them) of such Additional Amounts within thirty (30) days of the date of payment.

(d) The Issuer shall pay all Taxes (including, without limitation, stamp taxes), duties, fees or other charges payable on or in connection with the execution, issue, delivery, registration, notarization or enforcement of this Agreement (including translation costs) and the other Transaction Documents and shall, upon notice from any Holder, reimburse such Holder for any such Taxes, duties, fees or other charges paid by the Holder thereon.

(e) Unless differential treatment of Tranche A Notes or Tranche B Notes is expressly provided for under this Agreement or the Collateral Documents, all Notes issued hereunder are of equal priority and are entitled to ratable treatment and payment without regard to the tranche to which they belong.

SECTION 4

REPRESENTATIONS AND WARRANTIES

Section 4.1 Representations and Warranties of the Issuer and the Guarantor . Each of the Issuer and the Guarantor hereby jointly and severally represent, warrant and covenant to the Purchasers that, as of the date hereof, each of the following representations and warranties set forth below in this Section 4.1 is true and correct:

(a) Organization; Powers . Each of the Issuer and its Subsidiaries is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, has all requisite power and authority to carry on its Business, except where the failure to do so, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect, is qualified to do business in, and is in good standing in, every jurisdiction where such qualification is required. Except as set forth on Schedule 4.1(a) , the Issuer and each of its Subsidiaries possess all necessary certificates, franchises, licenses, permits, rights and concessions and consents which are material to the operation of the routes flown by it and the conduct of its Business.

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(b) Authorization; Enforceability . The Transactions are within all corporate power and limited liability company power of the Issuer and the Guarantor, respectively, and have been duly authorized by all necessary corporate and limited liability company action of the Issuer and the Guarantor. This Agreement and each of the Transaction Documents to which the Issuer and the Guarantor are party has been duly executed and delivered by the Issuer and the Guarantor and constitutes a legal, valid and binding obligation of the Issuer and the Guarantor, respectively, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law.

(c) Consents and Approvals; No Conflicts . Except as set forth on Schedule 4.1(c) , the Transactions (i) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority or any other Person, except such as have been obtained or made and are in full force and effect or where failure to obtain such consent or approval would not reasonably be expected to have a Material Adverse Effect, (ii) will not violate the charter, by-laws or other organizational documents of the Issuer or any of its Subsidiaries or any order of any Governmental Authority, (iii) will not violate or result in a default under any Material Agreement, or give rise to a right thereunder to require any payment to be made by the Issuer or any of its Subsidiaries, (iv) will not result in the creation or imposition of any Lien on any asset of the Issuer or any of its Subsidiaries except as contemplated as part of the Transactions, and (v) will not violate any material Governmental Requirement.

(d) Financial Statements . The Issuer has heretofore furnished to the Purchasers (a) audited consolidated financial statements (including the statement of income, cash flows and stockholders equity) of the Issuer and its Subsidiaries for the years ended December 31, 2002, December 31, 2003 and December 31, 2004, and (b) unaudited consolidated financial statements (including the statement of income, cash flows and stockholders equity) of the Issuer and its Subsidiaries for year ended December 31, 2005 and the Fiscal Quarter ended March 31, 2006 (collectively, the “ Financial Statements ”). Except as set forth on Schedule 4.1(d) , such Financial Statements are accurate in all material respects as of the dates and for such periods set forth therein and present fairly, in all material respects, the financial condition, results of operations and changes in financial position of the Persons reflected therein on a consolidated basis as of such dates and for such periods, in conformity with GAAP consistently applied.

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(e) Properties .

(i) The Issuer or its Subsidiary has valid leasehold interests in all the property subject to a Lease and each such Lease is valid and enforceable in accordance with its terms in all material respects and is in full force and effect. No consent or approval of any landlord or other third party in connection with any such Lease is necessary for the Issuer or the Guarantor to enter into and execute the Transaction Documents, except as set forth on Schedule 4.1(e)(i) . Except as set forth on Schedule 4.1(e)(i) , to the best knowledge of the Issuer, no other party to any such Lease is in default of its material obligations thereunder, and the Issuer (or any other party to any such Lease) has not at any time delivered or received any notice of default which remains uncured under any such Lease and, as of the date hereof and as of each Closing Date, no event has occurred which, with the giving of notice or the passage of time or both, would constitute a default under any such Lease.

(ii) The Issuer or its Subsidiaries has good and valid title (including good, valid, and marketable, fee simple or good and valid leasehold title on all real property, as the case may be) to all of its Properties in each case free and clear of all Liens, except for Permitted Liens and except for matters disclosed on Schedule 4.1(e)(ii) hereto.

(f) Litigation; Commercial Tort Claims . Except as set forth on Schedule 4.1(f) , there are no judgments, decrees or orders in effect and binding on the Issuer, any of its Subsidiaries or any of their respective assets and no actions, suits, or proceedings (or facts that would reasonably be expected to give rise to an action, suit, or proceeding) by or before any arbitrator or Governmental Authority pending against or, to the knowledge of the Issuer, threatened against the Issuer or any of its Subsidiaries or any of their respective assets that could be reasonably expected to have a Material Adverse Effect.

(g) Compliance with Governmental Requirement and Agreements . Except as set forth on Schedule 4.1(g) , each of the Issuer and its Subsidiaries is in compliance with all Governmental Requirements applicable to it or its Property, and is in compliance with all indentures, agreements and other instruments binding upon it or its property, except to the extent any noncompliance, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect. Neither the Issuer nor any of its Subsidiaries is bound by any agreement, document, instrument, judgment, decree, order, statute, law, rule or regulation that limits or could reasonably be expected to limit its performance under any Transaction Document.

(h) Investment Company Status . Neither the Issuer nor any of its Subsidiaries is an “investment company” as defined in, or subject to regulation under, the Investment Company Act of 1940.

(i) Taxes .

(i) Each of the Issuer and each Subsidiary has timely filed or caused to be filed all Tax Returns required to have been filed and has paid or caused to be paid all Taxes required to have been paid by it, whether or not shown as due on such Tax

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Returns, except Taxes that are being contested in good faith by appropriate proceedings and for which the Issuer and such Subsidiary or Subsidiaries of the Issuer, as applicable, has set aside on its books adequate reserves in accordance with GAAP, and except for Taxes for which the failure to pay or file related returns or reports would not have a Material Adverse Effect. None of the Issuer or any Subsidiary of the Issuer has executed any waiver or waivers that would have the effect of extending the applicable statute of limitations or period in respect of any Tax Liabilities or is the beneficiary of any extension of time within which to file any Tax Return.

(ii) The charges, accruals and reserves in the financial statements referred to in Section 4.1(d) in respect of Taxes for all fiscal periods are adequate.

(iii) Except as set forth on Schedule 4.1(i)(iii) , neither the Issuer nor any of its Subsidiaries is a party to any tax sharing agreement with any Person other than the Issuer or its Subsidiaries.

(iv) No deficiencies for Taxes of any of the Issuer and its Subsidiaries have been claimed, proposed or assessed by any taxing or other Governmental Authority. Except as set forth on Schedule 4.1(i)(iv) , there are no pending or, to the knowledge of any of the Issuer and its Subsidiaries, threatened audits, assessments or other similar actions by any Governmental Authority for or relating to any Liability in respect of Taxes of any of the Issuer and its Subsidiaries that would be material.

(j) ERISA . Each Benefit Plan is disclosed on Schedule 4.1(j) attached hereto. Except as disclosed on Schedule 4.1(j): (i) each Benefit Plan has at all times been maintained, funded and administered in accordance with its terms and the terms of any collective bargaining agreements, and each Benefit Plan and the administration thereof complies, and has at all times complied in all material respects, with the requirements of all applicable Governmental Requirements, including but not limited to ERISA and the Code; (ii) each Benefit Plan intended to qualify under Section 401(a) of the Code has at all times since its adoption been so qualified, each trust that forms a part of any such Benefit Plan has at all times since its adoption been tax-exempt under Section 501(a) of the Code, and each such Benefit Plan has been timely amended to comply with the requirements of the tax legislation commonly known as “ GUST ” and “ EGTRRA ” and has filed for a determination with regard to the GUST amendments within the remedial amendment period described by GUST; (iii) neither the Issuer nor any Subsidiary is now, nor at any time has been, treated as a single employer, as defined in Section 414 of the Code, with any other issuer, entity or enterprise; (iv) no Benefit Plan has incurred any “accumulated funding deficiency” within the meaning of Section 302 of ERISA or Section 412 of the Code; (v) the “amount of unfunded benefit liabilities” within the meaning of Section 4001(a)(18) of ERISA does not exceed zero with respect to any Benefit Plan subject to Title IV of ERISA; (vi) no “reportable event” (within the meaning of Section 4043 of ERISA) has occurred with respect to any Benefit Plan, and none of the Issuer, any Subsidiary or any ERISA Affiliate has any current or reasonably anticipated future Liability to or in connection with the PBGC with respect to any Benefit Plan (other than the routine payment of basic benefit premiums under Section 4007(a) of ERISA) or otherwise has any Liability or potential Liability under Title IV of ERISA; (vii) no Taxes have been incurred under Section 511 of the Code with

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respect to any Benefit Plan (or trust or other funding vehicle pursuant thereto); (viii) no Benefit Plan is a “multiemployer plan” within the meaning of Section 3(37) of ERISA; (ix) none of the Issuer, any Subsidiary or any ERISA Affiliate has incurred, or reasonably expects to incur, any Liability for any Taxes imposed under Sections 4971 through 4980B of the Code or Section 406 of ERISA or civil Liability under Section 502(i) or (l) of ERISA; (x) no benefit under any Benefit Plan, including, without limitation, any severance or parachute payment plan or agreement, will be established or become accelerated, vested or payable by reason of any transaction contemplated under this Agreement; (xi) no Benefit Plan provides health or death or other welfare-type benefit coverage beyond the termination of an employee’s employment, except as required by Part 6 of Subtitle B of Title I of ERISA or Section 4980B of the Code or similar state law (“ COBRA ”); (xii) no suit, actions or other litigation (excluding claims for benefits incurred in the ordinary course of plan activities) have been brought against or with respect to any Benefit Plan and there are no facts or circumstances known to the Issuer or any Subsidiary that could reasonably be expected to give rise to any such suit, action or other litigation; (xiii) all contributions to Benefit Plans that were required to be made under such Benefit Plans have been made as of the date hereof, and all benefits accrued under any unfunded Benefit Plan will have been paid, accrued or otherwise adequately reserved in accordance with GAAP as of such date, all of which accruals under unfunded Benefit Plans are as disclosed on Schedule 4.1(j) ; and (xiv) the Issuer, its Subsidiaries and any ERISA Affiliates have complied in all material respects with COBRA and the Issuer and each of its Subsidiaries has each performed all material obligations required to be performed as of the date hereof under all Benefit Plans.

(k) Capital Structure .

(i) As of immediately prior to the Initial Closing, the authorized capital stock of the Issuer consists of 32,000,000 shares of Common Stock, 25,000,000 of which are designated Class A Common Stock, 9,999,980 of which are issued and outstanding, and 6,000,000 of which are designated Class B Common Stock, 1,283,000 of which are issued and outstanding, and 1,000,000 shares of Preferred Stock, 125,000 of which are designated Class A Preferred Stock, 125,000 of which are issued and outstanding, and 5,000 of which are designated Class B Preferred Stock, 2,850 of which are issued and outstanding. Neither the Class A Preferred Stock nor the Class B Preferred Stock is convertible into Common Stock. The rights, preferences, privileges and restrictions of the Common Stock and Preferred Stock are as stated in the Certificate of Incorporation. All of the outstanding Equity securities of the Issuer and each of its Subsidiaries are duly authorized, validly issued, fully paid and non-assessable free and clear of any preemptive or similar right. Except as set forth on Schedule 4.1(k)(i) or in the Transaction Documents, there are no lock-up or market standoff agreements and no outstanding rights, options, warrants, preemptive rights, rights of first refusal or similar rights for the purchase or acquisition from the Issuer of any securities of the Issuer nor are there any commitments to issue or execute any such rights, options, warrants, preemptive rights or rights of first refusal. Neither the Issuer nor any of its Subsidiaries is obligated to issue or sell any of its Equity securities to any Person, except as set forth on Schedule 4.1(k)(i) hereto or pursuant to the Transaction Documents. There are no outstanding rights or obligations of the Issuer to repurchase or redeem any of its Equity securities, except as set forth in the

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Certificate of Incorporation or Schedule 4.1(k)(i) . All outstanding securities have been issued in compliance with state and federal securities laws. Except as set forth in the 2005 Restricted Stock Plan (as described in Section 4.1(k)(ii) below), none of the Issuer’s stock purchase agreements or restricted stock documents contains a provision for acceleration of vesting (or lapse of a repurchase right) upon the occurrence of any event or combination of events.

(ii) The Issuer has also reserved an aggregate of 1,500,000 shares of Common Stock for issuance to employees and consultants pursuant to the Issuer’s 2005 Restricted Stock Plan, under which (i) 1,283,000 shares have been issued and are reflected in the currently outstanding Common Stock, and (ii) 217,000 shares remain available for future grant. Except as set forth in this Agreement, there are no outstanding options, warrants, rights (including conversion or preemptive rights and rights of first refusal or similar rights) or agreements, orally or in writing, for the purchase or acquisition from the Issuer of any shares of its capital stock or any other agreements to participate in the profits of the Issuer. Except as set forth on Schedule 4.1(k)(ii) , all shares issued pursuant to the 2005 Restricted Stock Plan vest and are subject to repurchase, according to the terms and conditions set forth in the 2005 Restricted Stock Plan.

(iii) Except as set forth on Schedule 4.1(k)(iii ), the Issuer has no outstanding debt for borrowed money. Since July 12, 2005, no interest has been paid on any of the Issuer’s outstanding debt for borrowed money held by Affiliates of the Issuer.

(iv) Schedule 4.1(k)(iv) sets forth (A) a true and complete list of the equity holders (other than the holders of the Issuer’s restricted stock issued pursuant to the 2005 Restricted Stock Plan) of the Issuer, which list contains the name and number of securities held by each such equity holder, (B) a true and complete list of each secured debt holder of the Issuer, other than secured debt holders of purchase money indebtedness, (C) a true and complete list of the unsecured debt of the Issuer held by Affiliates of the Issuer, (D) a true and complete list of the debt of the Issuer held by Edward (Ned) Homfeld and his Affiliates, and (E) a table representing the capitalization of the Issuer immediately following the Closing of the transactions contemplated by this Agreement. The Issuer has provided the Purchasers a true and correct list of each holder of the Issuer’s restricted stock issued pursuant to the 2005 Restricted Stock Plan, which list contains the name and number of shares held by each such holder.

(v) Except as set forth on Schedule 4.1(k)(v) , none of the Issuer’s securities has been issued or sold pursuant to a transaction in which any person was paid compensation for finding, introducing, arranging for or procuring the sale of the Issuer’s securities. Except as set forth on Schedule 4.1(k)(iv) , no person has been paid a success fee or other compensation based upon whether or not a sale of the Issuer’s securities was consummated, or has participated in the negotiation or recommended the sale, of the Issuer’s securities in such a way as to cause such person to be considered a broker-dealer under the securities laws of applicable United States federal or state laws that might give the purchaser of such securities the right to rescind the sale thereof or to receive any payment from the Issuer as a result thereof.

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(l) Intellectual Property .

(i) Set forth on Schedule 4.1(l)(i) is a complete and correct list of the following that are owned, licensed by, or used by the Issuer or its Subsidiaries:

(A) patented or registered Intellectual Property and pending patent applications or other applications for registrations of Intellectual Property;

(B) material unregistered trademarks, material unregistered service marks, trade names, corporate names, and Internet domain names;

(D) computer software (other than commercially available off-the-shelf software purchased or licensed for less than $1,000 per copy); and

(E) any other material Intellectual Property (collectively, the “ Issuer Intellectual Property ”).

(ii) Except as set forth on Schedule 4.1(l)(ii) , the Issuer and its Subsidiaries exclusively own and possess all right, title and interest in and to, or have a valid and enforceable license to use pursuant to a written license agreement set forth on Schedule 4.1(l)(i) , all Issuer Intellectual Property necessary for the operation of the Business. The Issuer Intellectual Property is all of the Intellectual Property necessary for the operation of the Business.

(iii) To the knowledge of the Issuer and each Subsidiary, except as disclosed on Schedule 4.1(l)(iii) , the Issuer Intellectual Property is free and clear of all Liens, other than Permitted Liens, and is not subject to any restrictions or limitations regarding use or disclosure other than pursuant to a written license agreement set forth on Schedule 4.1(l)(i) .

(iv) Except as disclosed on Schedule 4.1(l)(iv) attached hereto:

(A) all registrations and patents with, and applications to, Governmental Authorities in respect of the Issuer Intellectual Property are valid and in full force and effect;

(B) to the knowledge of the Issuer and each Subsidiary, the Issuer and its Subsidiaries have taken all commercially reasonable action to maintain and protect all Issuer Intellectual Property, and will continue to maintain and protect all Issuer Intellectual Property, including reasonable security measures to protect the secrecy, confidentiality and value of their trade secrets;

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(C) neither the Issuer nor any Subsidiary has any knowledge that the Issuer Intellectual Property is being infringed or misappropriated by any other Person;

(D) to the knowledge of the Issuer or any Subsidiary, neither the Issuer nor any Subsidiary has infringed or misappropriated any Intellectual Property of any other Person, and the operation of the Business does not and will not infringe or misappropriate any Intellectual Property of any other Person;

(E) no claim is pending or, to the knowledge of the Issuer or any Subsidiary, has been threatened to the effect that the Issuer or any Subsidiary is infringing or misappropriating any Intellectual Property of any other Person or with respect to the ownership, validity, license or use of, or any infringement resulting from, either the Issuer’s or any Subsidiary’s Intellectual Property or the sale of any products by the Issuer or any Subsidiary; and

(F) the Issuer and its Subsidiaries own and possess the entire right, title and interest in and to the Issuer Intellectual Property described on Schedule 4.1(l)(iv)(f) and each item of such Issuer Intellectual Property was developed by employees of the Issuer or its Subsidiaries. All other Issuer Intellectual Property that was created, developed by, for or under the direction of the Issuer or any Subsidiary relating to the Business, was performed by third-parties and is licensed to the Issuer and/or its Subsidiaries pursuant to the written license agreements set forth on Schedule 4.1(l)(ii) .

(v) As of the date hereof, the Issuer Intellectual Property will be owned by or available for use by the Issuer and its Subsidiaries on terms and conditions identical to those under which the Issuer and its Subsidiaries owned or used the Issuer Intellectual Property immediately prior to the date hereof.

(m) Location of Bank Accounts . Schedule 4.1(m) sets forth a complete and accurate list as of the date hereof of all deposit, checking and other bank accounts, all securities and other accounts maintained with any broker dealer and all other similar accounts maintained by the Issuer or any of its Subsidiaries, together with a description thereof (i.e., the bank or broker dealer at which such deposit or other account is maintained and the account number and the purpose thereof).

(n) Location of Collateral . There is no location at which the Issuer or any of its Subsidiaries has any Collateral (except for inventory in transit) other than (i) those locations listed on Schedule 4.1(n) and (ii) any other locations approved in writing by the Collateral Agent from time to time. Schedule 4.1(n) hereto contains a true, correct and complete list, as of the date hereof, of the legal names and addresses of each location at which Collateral is stored. None of the receipts received by the Issuer from any warehouse states that the goods covered thereby are to be delivered to bearer or to the order of a named Person or to a named Person and such named Person’s assigns.

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(o) Environmental Matters .

(i) Except as set forth on Schedule 4.1(o): (a) each of the Issuer and its Subsidiaries and their respective corporate predecessors has complied in all material respects with, and is in material compliance with, all Environmental Laws; (b) the Issuer and each Subsidiary has obtained and materially complied with, and is in material compliance with, all material permits, licenses and other material approvals and authorizations required under Environmental Laws for the occupation of its facilities and the operation of its Business; (c) neither the Issuer nor any Subsidiary has received any notice, report or other information regarding any violation of any Environmental Laws, or any Liabilities or obligations arising under any Environmental Laws; (d) to the knowledge of the Issuer or any Subsidiary, there are no underground storage tanks or surface impoundments, asbestos-containing materials (in any form or condition), or any materials or equipment containing polychlorinated biphenyls at any property or facility owned, occupied or operated by the Issuer or any Subsidiary; (e) neither the Issuer nor any Subsidiary has treated, stored, disposed of, arranged for or permitted the disposal of, transported, handled or Released any substance (including, without limitation, any Hazardous Material) or owned, occupied or operated any facility or property, so as to give rise to Liabilities or obligations pursuant to the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (“ CERCLA ”), as amended, or any other Environmental Law; (f) to the knowledge of the Issuer or any Subsidiary, no facts, events or conditions relating to the past or present properties, facilities, or operations of the Issuer or any Subsidiary will prevent, hinder or limit continued compliance with Environmental Laws or give rise to any Liabilities or obligations under Environmental Laws; and (g) neither the Issuer nor any Subsidiary has, assumed, undertaken, or otherwise become subject to any Liability or obligation of any other Person relating to any Environmental Laws.

(ii) The Issuer has delivered or made available to the Purchasers all environmental reports (including the Phase I environmental report prepared by GaiaTech Incorporated), audits, assessments and other material environmental documents relating to the Issuer, any Subsidiary, any of their respective predecessors, or any of the past or present facilities, to the extent such documents are in the possession, custody or control of the Issuer or any Subsidiary.

(p) Subsidiaries . Except as otherwise set forth on Schedule 4.1(p) , the Issuer has no Subsidiaries; and neither the Issuer nor any of the other corporations identified in Schedule 4.1(p) owns any capital stock of, or any equity interest of any nature in, any other entity, other than the entities identified in Schedule 4.1(p) . None of the Subsidiaries has agreed or is obligated to make, or is bound by any contract under which it may become obligated to make, any future investment in or capital contribution to any other entity. Except as otherwise set forth on Schedule 4.1(p) , none of the Subsidiaries has, at any time, been a general partner of, or has otherwise been liable for any of the debts or obligations of, any general partnership, limited partnership or other entity. All of the Equity of each of the Subsidiaries is owned directly or indirectly by the Issuer.

(q) Regulatory Matters . The Issuer is an “air carrier” within the meaning of the Act and holds a certificate under 49 U.S.C. Section 41102(a)(1) as currently in effect or as may

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be amended or recodified from time to time. The Issuer and each Subsidiary engaged in operations as an “air carrier” is a United States Citizen and holds an air carrier operating certificate issued pursuant to Chapter 447 of Title 49 for aircraft capable of carrying 10 or more individuals or 6,000 pounds or more of cargo. The Issuer and each of its Subsidiaries possesses and maintains all necessary consents, franchises, licenses, permits, rights and concessions, except those for which the failure to have would not have a Material Adverse Effect.

(r) Contracts .

(i) Set forth on Schedule 4.1(r)(i) is a complete and correct list of the Material Agreements of the Issuer and any of its Subsidiaries. Neither the Issuer nor any of its Subsidiaries has breached any term or condition of any Material Agreement (that has not been cured or waived). The Issuer is not aware of any claim or threat that the Issuer or any of its Subsidiaries has breached any term or condition of any Material Agreement (that has not been cured or waived). Each Material Agreement is in full force and effect and is enforceable by the Issuer in accordance with its respective terms, except as may be limited by (i) applicable bankruptcy, insolvency, reorganization or others laws of general application relating to or affecting the enforcement of creditors’ rights generally, or (ii) the effect of rules of law governing the availability of equitable remedies. To the Issuer’s knowledge, no other party to a Material Agreement is in default thereunder or in actual or anticipated breach thereof.

(ii) From and after December 31, 2005, except as set forth on Schedule 4.1(r)(i) , neither the Issuer nor any of its Subsidiaries has (i) declared or paid any dividends or authorized or made any distribution upon or with respect to any class or series of its capital stock, or (ii) incurred any indebtedness (other than Indebtedness permitted by Section 5.2(e) hereof).

(iii) Except as otherwise set forth in this Agreement, the Issuer is not a guarantor or indemnitor of any indebtedness of any other person, firm or corporation.

(s) Labor Matters .

(i) Schedule 4.1(s) contains a list of the name of each officer of the Issuer and its Subsidiaries, together with such officer’s position or function, annual base salary or wages and any incentive, severance or bonus arrangement with respect to such officer. Schedule 4.1(s) sets forth a list of each currently effective employment contract, deferred compensation arrangement, bonus plan, incentive plan, profit sharing plan, retirement agreement or other employee compensation plan or agreement of the Issuer and its Subsidiaries. Except as set forth on Schedule 4.1(s), no employee of the Issuer or any of its Subsidiaries has been granted the right to continued employment with the Issuer or any of its Subsidiaries or to any material compensation following termination of employment with the Issuer or any of its Subsidiaries.

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(ii) Except as set forth in Schedule 4.1(s) , (a) to the knowledge of the Issuer or any Subsidiary, there are no material controversies between the Issuer or any Subsidiary, on the one hand, and any employee or consultant of the Issuer or any Subsidiary, on the other hand, (b) no employee of the Issuer or any Subsidiary is presently represented by any labor union or a member of a collective bargaining unit and, to the knowledge of the Issuer or any Subsidiary, there are no threatened or contemplated attempts to organize for collective bargaining purposes any of the employees of the Issuer or any Subsidiary and (c) no unfair labor practice complaint or sex or age discrimination claim is pending against the Issuer or any Subsidiary before the National Labor Relations Board or any other Governmental Authority. To the knowledge of the Issuer, none of the employees or consultants of the Issuer or any Subsidiary is in violation of any prior employee contract, propriety information agreement or noncompetition agreement. Since January 1, 2005, there has been no work stoppage, strike or other concerted action by employees of the Issuer or any Subsidiary. The Issuer and each Subsidiary has complied in all material respects with all applicable Governmental Requirements relating to the employment of labor, including, without limitation, those relating to wages, hours and collective bargaining. True and complete copies of all collective bargaining agreements to which the Issuer is a party have been provided to the Indigo Purchasers.

(t) Absence of Changes . Since March 31, 2006, there has not been:

(i) any change in the business, assets (including intangible assets), operations, properties, prospects or conditions (financial or otherwise) of the Issuer or any of its Subsidiaries, except changes in the ordinary course of business that in the aggregate have not resulted in a Material Adverse Effect;

(ii) any waiver or compromise by the Issuer or any of its Subsidiaries of a valuable right or of a material debt owed to it;

(iii) any satisfaction or discharge of any lien, claim, or encumbrance or payment of any obligation by the Issuer or any of its Subsidiaries, except in the ordinary course of business (other than with respect to the disposition of Airline Assets);

(iv) any change to a Material Agreement by which the Issuer or any of its Subsidiaries or any of its assets is bound or subject;

(v) any sale, assignment or transfer of any patents, trademarks, copyrights, trade secrets or other intangible assets or any revenues derived therefrom;

(vi) any sale or transfer of any material assets or any revenues derived therefrom, except for Airline Assets;

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(vii) any resignation or termination of employment of any director, officer, or key employee of the Issuer, and the Issuer is not aware of any impending resignation or termination of employment of any director, officer, or key employee;

(viii) any mortgage, pledge, transfer of a security interest in, or lien, created by the Issuer or any of its Subsidiaries, with respect to any of its material properties or assets (including intangible assets), except for Permitted Encumbrances;

(ix) any loans or guarantees made by the Issuer or any of its Subsidiaries to or for the benefit of its employees, officers or directors, or any members of their immediate families, other than travel advances and other advances made in the ordinary course of its business;

(x) any declaration, setting aside or payment or other distribution in respect to any of the Issuer’s capital stock or any of its Subsidiaries’ capital stock, or any direct or indirect redemption, purchase, or other acquisition of any of such stock by the Issuer or any of its Subsidiaries;

(xi) any material change in any accounting principle or method or election for federal income tax purposes used by the Issuer or any of its Subsidiaries; or

(xii) any arrangement or commitment by the Issuer or any of its Subsidiaries to do any of the things described in this Section 4.1(t) .

(u) No Undisclosed Liabilities . Except as disclosed in the Financial Statements, neither the Issuer nor any of its Subsidiaries has any liabilities required under GAAP to be set forth on a consolidated balance sheet (absolute, accrued, contingent or otherwise) which, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect, except for liabilities incurred since the unaudited consolidated financial statements (including the statement of income, cash flows and stockholders equity) of the Issuer and its Subsidiaries for the fiscal year ended December 31, 2005 in the ordinary course of business consistent with past practices and liabilities incurred pursuant to this Agreement.

(v) Affiliate Transactions. Except for the agreements set forth on Schedule 4.1(v) , there are no agreements, understandings or proposed transactions between the Issuer or any of its Subsidiaries and any of its officers, directors, Affiliates or any Affiliate thereof. Except as set forth on Schedule 4.1(v) , no officer or director of the Issuer or any of its Subsidiaries or member of his or her immediate family is indebted to the Issuer or any of its Subsidiaries. Except as set forth on Schedule 4.1(v) , there are no obligations of the Issuer or any of its Subsidiaries to employees, officers or directors of the Issuer, any of its Subsidiaries or affiliates thereof (or commitments to make loans or extend or guarantee credit) other than for payment of compensation for services rendered, reimbursement for reasonable expenses incurred on behalf of the Issuer or any of its Subsidiaries, and for other standard employee benefits made generally available to all employees. Except as set forth on Schedule 4.1(v) , no employee, officer or director of the Issuer or any of its Subsidiaries or member of his or her immediate

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family is entitled to any bonus, acceleration of benefits or payment, in each case from the Issuer or any of its Subsidiaries, as the result of any change of control of the Issuer or any of its Subsidiaries, any termination of employment or any other event or combination of events.

(w) Property . All material items of equipment and other material tangible assets owned by or leased to the Issuer and its Subsidiaries (other than the MD-80 Aircraft and related equipment and tooling) are adequate for the uses to which they are being put, are in good and safe condition and repair (ordinary wear and tear excepted) and are adequate for the conduct of the business of the Issuer and its Subsidiaries in the manner in which such business is currently being conducted. Except as set forth in Schedule 4.1(w) , neither the Issuer nor any of its Subsidiaries owns or leases any real property or any interest in real property.

(x) Insurance . Set forth on Schedule 4.1(x) is a list of all material insurance policies and all material self insurance programs and arrangements relating to the business, assets and operations of the Issuer and its Subsidiaries. Each of the insurance policies, programs and arrangements listed on Schedule 4.1(x) is in full force and effect. Neither the Issuer or any of its Subsidiaries has received any written notice regarding any actual or possible (a) cancellation or invalidation of any insurance policy, (b) refusal of any coverage or rejection of any material claim under any insurance policy, or (c) material adjustment in the amount of the premiums payable with respect to any insurance policy.

Section 4.2 Representations and Warranties of the Tranche B Purchasers . Each Tranche B Purchaser, severally and not jointly, hereby, represents, warrants and covenants to Issuer, as of the date hereof, as follows:

(a) Organization of Tranche B Purchasers . (i) Such Purchaser, if not a natural person, has been duly formed and is validly existing as a legal entity in good standing under the laws of its jurisdiction of organization. Such Purchaser has full power and authority to execute and deliver this Agreement and to perform its obligations hereunder and to consummate the transactions contemplated hereby. (ii) Such Purchaser, if a natural person, has the requisite legal capacity to execute and deliver this Agreement and to perform his/her obligations hereunder and to consummate the transactions contemplated hereby.

(b) Authority of Tranche B Purchasers . The execution and delivery by such Purchaser of this Agreement, and the performance of its obligations hereunder, have been duly and validly authorized by all necessary actions of such Purchaser. This Agreement, the Amendment Documents and all other Transaction Documents executed by such Purchaser have been duly and validly executed and delivered by such Purchaser and constitute the legal, valid and binding obligations of such Purchaser, enforceable against such Purchaser, in accordance with their terms, except to the extent such enforceability (a) may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to creditors’ rights generally and (b) is subject to general principles of equity.

(c) Compliance with Governmental Requirements and Other Instruments . The consummation of the transactions contemplated by this Agreement and the execution, delivery and performance of the Transaction Documents and Amendment Documents to which such

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Purchaser is a party will not (i) contravene, result in any breach of, or constitute a default under, any charter or bylaws or other organizational documents of such Purchaser, or material agreement or instrument to which such Purchaser is a party, (ii) conflict with or result in a breach of any of the terms, conditions or provisions of any Order of any court, arbitrator or Governmental Authority applicable to such Purchaser, or (iii) violate any provision of any statute or other rule or regulation of any Governmental Authority applicable to such Purchaser.

(d) Acquisition for the Account of Each Tranche B Purchaser . Such Purchaser is acquiring and will acquire the Securities for its own account, with no present intention of distributing or reselling such Securities or any part thereof in violation of applicable securities laws.

(e) Tranche B Purchaser Acknowledgment . Such Purchaser acknowledges that it has had a full opportunity to ask questions and receive answers concerning the terms and conditions of the offering of the Securities and has had full access to the Issuer’s officers and such other information concerning the Issuer as it has requested.

(f) Securities not Registered . Such Purchaser acknowledges that the Securities have not been, and when issued will not be, registered under the Securities Act or the securities laws of any state in the United States or any other jurisdiction and may not be offered or sold by such Purchaser unless subsequently registered under the Securities Act (if applicable to the transaction) and any other securities laws or unless exemptions from the registration or other requirements of the Securities Act and any other securities laws are available for the transaction.

(g) Accredited Investor . Such Purchaser represents that it is an “accredited investor” within the meaning of Rule 501 of Regulation D promulgated under the Securities Act, as presently in effect.

(h) Financial Resources . Such Purchaser at the Initial Closing and each Subsequent Closing will have, access to liquid capital or committed sources of capital sufficient to permit such Purchaser to fully perform its obligations hereunder.

Section 4.3 Representations and Warranties of the Existing Purchasers . Each Existing Purchaser, severally and not jointly, hereby, represents, warrants and covenants to the Indigo Purchasers, as of the date hereof, as follows:

(a) Authority of Existing Purchasers . The execution and delivery by such Existing Purchaser of this Agreement, and the performance of its obligations hereunder, have been duly and validly authorized by all necessary actions of such Existing Purchaser. This Agreement and all other Transaction Documents executed by such Existing Purchaser have been duly and validly executed and delivered by such Existing Purchaser and constitute the legal, valid and binding obligations of such Existing Purchaser, enforceable against such Existing Purchaser, in accordance with their terms, except to the extent such enforceability (a) may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to creditors’ rights generally and (b) is subject to general principles of equity.

(b) Compliance with Governmental Requirements and Other Instruments . The consummation of the transactions contemplated by this Agreement and the execution, delivery

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and performance of the Transaction Documents to which such Existing Purchaser is a party will not (i) contravene, result in any breach of, or constitute a default under, any charter or bylaws or other organizational documents of such Existing Purchaser, or material agreement or instrument to which such Existing Purchaser is a party, (ii) conflict with or result in a breach of any of the terms, conditions or provisions of any Order of any court, arbitrator or Governmental Authority applicable to such Existing Purchaser, or (iii) violate any provision of any statute or other rule or regulation of any Governmental Authority applicable to such Existing Purchaser.

(c) Ownership of Securities . Such Existing Purchaser is the sole beneficial and record owner of the Securities set forth opposite such Existing Purchaser’s name on Schedule 4.3(c) and has good, clear and marketable title to such Securities free of any Liens.

(d) No Other Agreements . Except as specifically contemplated by this Agreement, the Transaction Documents and the Investor Rights Agreement, such Existing Purchaser is not a party to or obligated under any other agreement with the Issuer or any of its Subsidiaries.

SECTION 5

COVENANTS OF ISSUER AND GUARANTOR

Section 5.1 Affirmative Covenants to Purchasers . To conform with the terms and conditions under which the Purchasers are willing to have credit outstanding to Issuer, and to induce the Purchasers to enter into this Agreement and to purchase the Securities, the Issuer and the Guarantor hereby jointly and severally warrant, covenant and agree as follows until such time as the Note Obligations have been paid in full, unless the Holders of more than fifty percent (50%) of the outstanding principal amount of the Tranche B Notes (the “ Tranche B Requisite Holders ”) approve in writing:

(a) Security .

(i) The Security . The Note Obligations will be secured by perfected first-priority Liens in the Collateral as described in the Security Agreement, subject only to Permitted Liens, the Pari Passu Indebtedness and the senior right of payment with respect to the Reimbursement Obligations.

(ii) Agreement to Deliver Collateral Documents . Issuer agrees to, and shall cause its Subsidiaries to, deliver or cause to be delivered, to further secure the Note Obligations whenever requested by the Collateral Agent, acting in its reasonable discretion, such deeds of trust, mortgages, chattel mortgages, security agreements, financing statements and other Collateral Documents in form and substance reasonably satisfactory to the Collateral Agent for the purpose of granting to the Collateral Agent, confirming, and perfecting the Liens or security interests in any Collateral described in Section 5.1(a)(i) above. In addition, Issuer agrees to cause each and every Subsidiary of Issuer to execute and deliver a counterpart of, as the circumstances shall require, a joinder to each Security Agreement, a Guaranty by the date hereof or three (3) days after such Subsidiary becomes a Subsidiary of Issuer as the case may be. Issuer also agrees to deliver, whenever requested by the

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Tranche B Requisite Holders or the Collateral Agent, acting in its reasonable discretion, assurances of title reasonably acceptable to the Tranche B Requisite Holders or the Collateral Agent, (a) stating that Issuer or each Subsidiary has good and marketable title thereto, free and clear of all Liens (other than Permitted Liens), (b) confirming that such properties and interests are subject to Collateral Documents securing the Note Obligations that constitute and create legal, valid and duly perfected Liens in such properties and interests and in the proceeds thereof having the priority specified in this Agreement, and (c) covering such other matters as the Collateral Agent, acting in its sole and absolute discretion, may request.

(iii) Perfection and Protection of Security Interests and Liens . Issuer will from time to time deliver to the Collateral Agent any financing statements, continuation statements, extension agreements and other documents properly completed and executed (and acknowledged when required) by the Issuer, any Affiliate thereof and any Related Party thereof in form and substance reasonably satisfactory to the Tranche B Requisite Holders and the Collateral Agent, which the Collateral Agent requests, acting in its reasonable discretion, for the purpose of perfecting, confirming, or protecting any Liens or other rights in Collateral securing any Note Obligations.

(b) Financial Statements and Other Information . The Issuer will furnish to the Holders and, if applicable, the Collateral Agent:

(i) as soon as available and in any event within 150 days after the end of each Fiscal Year, its audited consolidated balance sheet and related statements of operations, stockholders’ equity and cash flows as of the end of and for such year, setting forth in each case in comparative form the figures for the previous Fiscal Year, all certified by one of its Responsible Officers and reported on by Ernst & Young or other independent public accountants of recognized national standing acceptable to the Tranche B Requisite Holders (without a “going concern” or like qualification or exception and without any qualification or exception as to the scope of such audit) to the effect that such consolidated financial statements present fairly in all material respects the financial condition and results of operations of the Issuer and its Subsidiaries on a consolidated basis in accordance with GAAP consistently applied;

(ii) as soon as available and in any event within 45 days after the end of each Fiscal Quarter, its consolidated and consolidating balance sheet and related statements of operations as of the end of and for such Fiscal Quarter and the then elapsed portion of the Fiscal Year and the related statements of cash flows and stockholders’ equity for the then elapsed portion of the Fiscal Year, setting forth in each case in comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of such period) the previous Fiscal Year, all certified by one of its Responsible Officers as presenting fairly in all material respects the financial condition and results of operations of the Issuer and its Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to recurring year-end adjustments and lack of footnotes; and

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(iii) concurrently with any delivery of the Issuer’s financial statements under Section 5.1(b)(i) or Section 5.1(b)(ii) above, a certificate of a Responsible Officer of the Issuer, certifying as to whether a Default or Event of Default has occurred and, if a Default or Event of Default has occurred, specifying the details thereof and any action taken or proposed to be taken with respect thereto.

(c) Notices of Certain Events . Promptly after the Issuer learns of the receipt or occurrence of any of the following, the Issuer will furnish to the Holders and, if applicable, to the Collateral Agent, a certificate of the Issuer, signed by a Responsible Officer, specifying (1) any official notice of any violation, possible violation, non-compliance or possible non-compliance, or claim made by any Governmental Authority pertaining to all or any part of the properties or assets of the Issuer or any of its Subsidiaries which could reasonably be expected to have a Material Adverse Effect; (2) any event which constitutes a Default or Event of Default, together with a detailed statement specifying the nature thereof and the steps being taken to cure such Default or Event of Default; (3) the receipt of any notice from, or the taking of any other action by, the holder of any Indebtedness in excess of $10,000,000 of the Issuer or any of its Subsidiaries with respect to a claimed default, together with a detailed statement specifying the notice given or other action taken by such holder and the nature of the claimed default and what action the Issuer is taking or proposes to take with respect thereto; (4) any draws under letters of credit issued pursuant to the Reimbursement Agreement; (5) any circumstance, event or condition not previously disclosed to the Holders which could give rise to a liability or duty under any Environmental Law or which violates any Environmental Law and which could reasonably be expected to have a Material Adverse Effect; (6) any event or condition which could reasonably be expected to have a Material Adverse Effect; (7) any notice of the institution of, or any material adverse development in, any action, suit or proceeding or any governmental investigation or any arbitration, before any court or arbitrator or any governmental or administrative body, agency or official, against the Issuer or any of its Subsidiaries or any material property or asset of any thereof, in which the amount involved is material and is not covered by insurance or which, if adversely determined, would have a Material Adverse Effect; or (8) the occurrence of an ERISA Event or a “prohibited transaction,” as such term is defined in Section 406 of ERISA or Section 4975 of the Code, with respect to any Benefit Plan has occurred, which such notice shall specify the nature thereof, the Issuer’s proposed response thereto (and, if applicable, the proposed response thereto of any Subsidiary of the Issuer and of any ERISA Affiliate) and, where known, any action taken or proposed by the Internal Revenue Service, the Department of Labor or the PBGC with respect thereto.

(d) Existence; Conduct of Business . The Issuer will, and will cause each of its Subsidiaries to, do or cause to be done all things necessary to preserve, renew and keep in full force and effect its legal existence and the rights, licenses, permits, privileges and franchises material to the conduct of its Business.

(e) Payment of Obligations . The Issuer will, and will cause each of its Subsidiaries to:

(i) pay and discharge when payable all material Taxes, assessments and governmental charges imposed upon its Property or upon the income or profits therefrom (in each case before the same becomes delinquent and before penalties

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accrue thereon) and all material claims for labor, materials or supplies which if unpaid would by law become a Lien upon any of its Property, unless and to the extent that the same are being contested in good faith and by appropriate proceedings and adequate reserves (as determined in accordance with generally accepted accounting principles, consistently applied) have been established on its books with respect thereto; and

(ii) comply with all other obligations which it incurs pursuant to any contract or agreement , whether oral or written, express or implied , as such obligations become due, to the extent to which the failure to so comply would reasonably be expected to have a Material Adverse Effect, unless and to the extent that the same are being contested in good faith and by appropriate proceedings and adequate reserves (as determined in accordance with generally accepted accounting principles , consistently applied) have been established on its books with respect thereto.

(f) Maintenance of Properties; Insurance . The Issuer will, and will cause each of its Subsidiaries to, (i) keep and maintain all of its Property in good working order and condition, ordinary wear and tear excepted, and (ii) maintain, and cause each of its Subsidiaries to maintain insurance coverage as provided in Annex A hereto.

(g) Books and Records; Inspection Rights . The Issuer will, and will cause each of its Subsidiaries to, (i) maintain proper books of record and account which present fairly in all material respects its financial condition and results of operations, (ii) make provisions on its financial statements for all such proper reserves as in each case are required in accordance with generally accepted accounting principles, consistently applied, and (iii) permit any representatives designated by any Holder or, if applicable, by the Collateral Agent, upon reasonable prior notice, to visit and inspect its properties, to examine and make extracts from its books and records, and to discuss its affairs, finances and condition with its officers and, so long as the Issuer shall have been given reasonable notice thereof, its independent accountants, all at such reasonable times and as often as reasonably requested.

(h) Compliance with Laws . The Issuer will, and will cause each of its Subsidiaries to (i) comply with all Governmental Requirements or orders of any Governmental Authority applicable to it, its property or operations, (ii) promptly respond to any Release or threatened Release of any Hazardous Material, to the extent necessary to comply with any Environmental Law, and (iii) promptly respond to and defend any claim, demand, notice, request, suit or other action of any Person with respect to, its property or operations, in each case except to the extent any noncompliance or non-responsiveness could not reasonably be expected to result in a Material Adverse Change.

(i) Further Assurances . The Issuer will, and will cause each Subsidiary to, cure promptly any defects in the creation and issuance of the Securities and the execution and delivery of the Transaction Documents and this Agreement. The Issuer will, and will cause each Subsidiary to, promptly deliver to the Collateral Agent and each Holder such information about the business and affairs and financial condition of the Issuer and its Subsidiaries as the Collateral Agent or such Holder, respectively, shall reasonably request. Without limiting the foregoing, the

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Issuer, at its expense, will, and will cause each Subsidiary to, promptly execute and deliver to the Holders, upon receipt, all such other documents, agreements and instruments to comply with or accomplish the covenants and agreements of the Issuer or any Subsidiary, as the case may be, in the Transaction Documents and this Agreement, or to further evidence and more fully describe the collateral intended as security for the Note Obligations, or to correct any omissions in the Security Agreement, or to state more fully the security obligations set out herein or in the Security Agreement, or to perfect, protect or preserve any Liens created pursuant to the Security Agreement, or to make any recordings, to file any notices or obtain any consents, all as may be necessary or appropriate in connection therewith. The Issuer hereby authorizes the Collateral Agent, and its agents, successors and assigns, to file any and all necessary financing statements under the UCC, assignments or continuation statements as necessary from time to time (in the discretion of the Tranche B Requisite Holders or the Collateral Agent) to perfect (or continue perfection of) the Liens granted pursuant to the Transaction Documents.

(j) Intentionally Omitted .

(k) Change in Collateral; Collateral Records . The Issuer will, and will cause each of its Subsidiaries to (i) give the Holders and the Collateral Agent written notice not less than thirty (30) days prior to any change in the location of any Collateral, other than (a) to locations set forth on Schedule 5.1(k) , (b) if such Collateral is in the possession of any vendor of the Issuer, (c) if such Collateral is in any independent storage facility registered under the Issuer’s name, (d) if such Collateral is in the possession of an employee of the Issuer, so long as such employee’s possession of the Collateral is in the ordinary course of business, or (e) any movement of the Collateral in the ordinary course of business, (ii) promptly advise the Holders and the Collateral Agent, in sufficient detail, of any Material Adverse Change relating to the type, quantity or quality of the Collateral and (iii) execute and deliver, and cause each of its Subsidiaries to execute and deliver, to the Collateral Agent from time to time, solely for the Collateral Agent’s convenience in maintaining a record of Collateral, such written statements and schedules as the Collateral Agent or the Holders may reasonably require, designating, identifying or describing the Collateral.

(l) Additional Guaranties and Collateral Security .

(i) The Issuer will cause each of its domestic Subsidiaries not in existence on the date hereof to execute and deliver to the Collateral Agent and each Holder promptly and in any event within three (3) days after the formation, acquisition or change in status thereof (A) a joinder agreement to this Agreement evidencing the agreement of such Subsidiary to Guarantee the Note Obligations, (B) a joinder to each Security Agreement, (C) if such Subsidiary has any Subsidiaries, a joinder by such Subsidiaries to each Security Agreement together with (x) copies of all certificates evidencing all of the Capital Stock of any Person or Subsidiary owned by such Subsidiary, (y) copies of all undated stock powers executed in blank with signature guaranteed, and (z) such opinion of counsel and such approving certificate of such Subsidiary as the Collateral Agent or the Tranche B Requisite Holders may reasonably request in respect of complying with any legend on any such certificate or any other matter relating to such shares, (D) one or more Mortgages creating on the real property of such Subsidiary a perfected Lien pursuant to Section 5.1(a) on such

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real property, a title insurance policy covering such real property, a current ALTA survey thereof and a surveyor’s certificate, each in form and substance reasonably satisfactory to the Collateral Agent and the Tranche B Requisite Holders, together with such other agreements, instruments and documents as the Collateral Agent or the Tranche B Requisite Holders may reasonably require, and (E) such other agreements, instruments, approvals, legal opinions or other documents reasonably requested by the Collateral Agent or the Tranche B Requisite Holders in order to create, perfect, establish the third priority of or otherwise protect any Lien purported to be covered by any such Security Agreement or Mortgage or otherwise to effect the intent that such Subsidiary shall become bound by all of the terms, covenants and agreements contained in the Transaction Documents and that all property and assets of such Subsidiary shall become Collateral for the Note Obligations; and

(ii) each owner of the Capital Stock of any such Subsidiary shall execute and deliver promptly and in any event within three (3) days after the formation or acquisition of such Subsidiary a joinder to the relevant Security Agreement, together with (A) copies of certificates evidencing all of the Capital Stock of such Subsidiary, (B) copies of undated stock powers or other appropriate instruments of assignment executed in blank with signature guaranteed, (C) such opinion of counsel and such approving certificate of such Subsidiary as the Collateral Agent or the Tranche B Requisite Holders may reasonably request in respect of complying with any legend on any such certificate or any other matter relating to such shares and (D) such other agreements, instruments, approvals, legal opinions or other documents requested by the Collateral Agent or the Tranche B Requisite Holders.

(m) FAA Matters; Citizenship . The Issuer will at all times hereunder be an “air carrier” within the meaning of the Act and hold a certificate under 49 U.S.C. Section 41102(a)(1) as currently in effect or as may be amended or recodified from time to time. The Issuer and each Subsidiary engaged in operations as an “air carrier” will at all times hereunder be a United States Citizen holding an air carrier operating certificate issued pursuant to Chapter 447 of Title 49 for aircraft capable of carrying 10 or more individuals or 6,000 pounds or more of cargo. The Issuer and each of its Subsidiaries will possess and maintain all necessary consents, franchises, licenses, permits, rights and concessions and consents which are material to the operation of the routes flown by it and the conduct of its Business and operations from time to time.

(n) Maintenance of Corporate Separateness . The Issuer will, and the Issuer will cause each of its Subsidiaries to, satisfy customary corporate formalities, including the holding of regular board of directors’ and shareholders’ meetings or the taking of action by directors or shareholders without a meeting and the maintenance of corporate offices and records. Neither the Issuer nor any of its Subsidiaries shall take any action, or conduct its affairs in a manner, which is likely to result in the corporate existence of Issuer or any of its Subsidiaries being ignored, or in the assets and liabilities of Issuer or any of its Subsidiaries being substantively consolidated with those of any other such Person in a bankruptcy, reorganization or other insolvency proceeding.

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(o) Reaffirmation of Liens and Security Interests . In connection with giving effect to the Transactions contemplated by this Agreement and the other Amendment Documents, the Issuer and the Guarantor each hereby ratifies, reaffirms, confirms, and in an abundance of caution re-grants, each and every lien and security interest heretofore granted by the Issuer or the Guarantor to Collateral Agent under the Security Agreements for the benefit of the Purchasers and existing as of the date hereof. In connection with giving effect to the Transactions contemplated by this Agreement and the other Amendment Documents, the Issuer and the Guarantor each hereby further ratify, confirm and in an abundance of caution re-make, each and every covenant or undertaking made thereby in such Security Agreements.

Section 5.2 Negative Covenants to Purchasers . To conform with the terms and conditions under which the Purchasers are willing to have credit outstanding to Issuer, and to induce the Purchasers to enter into this Agreement and purchase the Securities, the Issuer and the Guarantor hereby jointly and severally warrant, covenant and agree as follows until such time as the Note Obligations have been paid in full and this Agreement has been terminated, unless the Tranche B Requisite Holders otherwise approve in writing:

(a) Restricted Payments . The Issuer will not, and will not permit any of its Subsidiaries to, declare or make, or agree to pay or make, directly or indirectly, any Restricted Payment, except that any Wholly Owned Subsidiary of Issuer may make any Restricted Payment to Issuer or to another Wholly Owned Subsidiary of the Issuer.

(b) Investments, Loans, Advances, Guarantees and Acquisitions . The Issuer will not, and will not permit any of its Subsidiaries to, purchase, hold or acquire (including pursuant to any merger with any Person that was not a Wholly Owned Subsidiary prior to such merger) any Capital Stock, evidences of Indebtedness or other securities (including any option, warrant or other right to acquire any of the foregoing) of, make or permit to exist any loans or advances to, Guarantee any obligations of, or make or permit to exist any investment or any other interest in, any other Person, or purchase or otherwise acquire (in one transaction or a series of transactions) any assets of any other Person constituting a business unit, or agree to do any of the foregoing, except:

(i) Permitted Investments;

(ii) investments by the Issuer or any of its Subsidiaries in any other Wholly Owned Subsidiary of the Issuer that is a Guarantor;

(iii) Guarantees constituting Indebtedness permitted by Section 5.2(e) ;

(iv) trade accounts receivable for goods or services furnished in the ordinary course of Business;

(v) routine employee advances in the ordinary course of Business, but not to exceed an outstanding amount, at any time, of $250,000.00 in the aggregate;

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(vi) loans of equipment and facilities made in the ordinary course of Business, not to exceed a period of ninety (90) days; and

(vii) repurchases of Equity of the Issuer pursuant to the Issuer’s employee equity incentive plan, in each case as approved by the Board of Directors.

(c) Proceeds of Notes . The Issuer and its Subsidiaries will use the proceeds of the issuance of the Securities for working capital and other general corporate purposes. In no event shall any proceeds from the sale of the Securities be used directly or indirectly by any Person for personal, family, household or agricultural purposes or for the purpose, whether immediate, incidental or ultimate, of purchasing, acquiring or carrying any “margin stock” or any “margin securities” (as such terms are defined respectively in Regulations T, U and X promulgated by the Board of Governors of the Federal Reserve System) or to extend credit to others directly or indirectly for the purpose of purchasing or carrying any such margin stock or margin securities. Issuer represents and warrants to the Purchasers that Issuer is not engaged principally, or as one of Issuer’s important activities, in the business of extending credit to others for the purpose of purchasing or carrying such margin stock or margin securities. The Issuer will not take, or permit any Person acting on behalf of the Issuer to take, any action which might cause any of the Transaction Documents to violate Regulations U or X or any other regulation of the Board of Governors of the Federal Reserve System or to violate Section 7 of the Securities Exchange Act of 1934, as amended (the “ Exchange Act ”), or any rule or regulation thereunder, in each case as now in effect or as the same may hereinafter be in effect.

(d) Additional Subsidiaries . The Issuer will not, and will not permit any Subsidiary to, (i) create any additional Subsidiaries except in compliance with Section 5.1(l) and Section 5.2(b) and approved in advance by the Tranche B Requisite Holders, or (ii) sell or issue any stock or ownership interest of a Subsidiary, except to the Issuer or any Wholly Owned Subsidiary and except in compliance with Section 5.2(b) .

(e) Indebtedness . The Issuer will not, and will not permit any Subsidiary to, create, incur, assume or permit to exist any Indebtedness, except:

(i) Indebtedness existing on the date hereof and set forth in Schedule 5.2(e) of this Agreement, plus accrued interest thereon (which may be in the form of additional Indebtedness or may be accrued to the principal amount) and extensions, renewals and replacements of any such Indebtedness that (w) do not increase the outstanding principal amount thereof, (x) do not have a Stated Maturity or weighted average life that is earlier or shorter than that of the debt being refinanced, (y) do not have financial or other terms that are materially less favorable to the borrower with respect to such Indebtedness or any Holder than the Indebtedness being refinanced, and (z) is subordinated on terms no less favorable to the Holders than the debt being refinanced if such refinanced debt is subordinate to the Notes (“ Existing Indebtedness ”);

(ii) the Note Obligations;

(iii) the Reimbursement Obligations;

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(iv) trade debt arising in the ordinary course of Business for goods or services;

(v) Indebtedness under letters of credit to provide security for workers’ compensation claims and bank overdrafts incurred in the ordinary course of Business;

(vi) Indebtedness related to letters of credit, bonds or other deposits to secure the performance of tenders, bids, trade contracts, leases, statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature, in each case in the ordinary course of Business;

(vii) Indebtedness related to purchase money financing and capital leases of equipment and facilities, including Airline Assets (defined below), used in connection with the Business, subject to Section 2.01(f) of the Issuer Security Agreement;

(viii) Indebtedness having a maturity date not sooner than December 31, 2011 with no payments of principal or cash interest permitted prior to the later of the Maturity Date and the date on which all Note Obligations have been paid in full, which is subordinated to the obligations under the Reimbursement Agreement on substantially the terms set forth in the Collateral Agency Agreement, in an aggregate amount at any one time outstanding not in excess of $20,000,000 plus accrued interest (which may be in the form of additional Indebtedness or may be accrued to the principal amount of such Indebtedness);

(ix) unsecured Indebtedness related to the Issuer’s restructuring or early termination of existing operating leases of MD-80 Aircraft, not to exceed $10,000,000 in the aggregate;

(x) secured or unsecured Indebtedness not otherwise permitted above in an amount not to exceed $25,000,000 at any one time outstanding, including assumption of any obligation as part of a deferred purchase price; and

(xi) unsecured Indebtedness that is junior in right of payment to the Notes and that is not otherwise permitted above in an amount not to exceed $25,000,000 at any one time outstanding, including assumption of any obligation as part of a deferred purchase price.

(f) Liens . The Issuer will not, and will not permit any Subsidiary to, create, incur, assume or permit to exist any Lien on any Collateral now owned or hereafter acquired by it, or assign or sell any income or revenues (including accounts receivable) or rights in respect of any thereof, or file to permit the filing of, or permit to remain in effect, any financing statement or other similar notice of any Lien with respect to any such Collateral, income or profits under the UCC of any state or under any similar recording or notice statute, except:

(i) Liens securing the payment of the Subordinated Indebtedness;

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(ii) Liens securing the payment of the Reimbursement Obligations;

(iii) Liens securing the payment of the Pari Passu Indebtedness;

(iv) Permitted Encumbrances;

(v) any Lien on any Collateral of the Issuer or any Subsidiary existing on the date hereof; provided that (x) such Lien shall not apply to any other Collateral of the Issuer or any Subsidiary and (y) such Lien shall secure only those obligations which it secures on the date hereof and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof;

(vi) Liens in favor of the Holders or the Collateral Agent securing the payment of the Note Obligations;

(vii) purchase money Liens securing Indebtedness used to acquire facilities and equipment;

(viii) Liens on the assets of any entity or on any asset existing at the time such entity or asset is acquired by the Issuer or any Subsidiary, whether by merger, consolidation, purchase of assets or otherwise; provided , that such Liens (A) are not created, incurred or assumed by such entity in contemplation of or in connection with the financing of such entity’s being acquired by the Issuer or such Subsidiary; (B) do not extend to any other assets of the Issuer or such Subsidiary; and (C) the Indebtedness secured by such Lien is permitted pursuant to this Agreement; and

(ix) Liens securing Indebtedness described in Section 5.2(e)(x) .

Section 5.2(f)(i) through Section 5.2(f)(ix) above are referred to herein collectively as “ Permitted Liens .”

(g) Consolidation, Merger, Purchase or Sale of Assets, Etc. The Issuer will not, and will not permit any of its Subsidiaries to, wind up, liquidate or dissolve its affairs or enter into any transaction of merger or consolidation, or convey, sell, lease or otherwise dispose of (or agree to do any of the foregoing at any future time) all or any part of its property, or enter into any sale-leaseback transactions, or purchase or otherwise acquire (in one or a series of related transactions) any part of the property (other than purchases or other acquisitions of inventory, materials, equipment and intangible assets in the ordinary course of business or reinvestments in assets) of any Person if permitted hereby (or agree to do any of the foregoing at any future time), except that:

(i) each of the Issuer and its Subsidiaries may (x) in the ordinary course of Business, sell, lease or otherwise dispose of any property other than “Airline Assets” defined in Sub-clause (viii) below, which, in the reasonable judgment of such Person, is obsolete, worn out or otherwise no longer useful in the conduct of such Person’s Business and (y) sell, lease or otherwise dispose of any other property; provided that the aggregate fair market value of all assets subject to sales or other dispositions pursuant to this sub-clause (i)(y) shall not exceed $10.0 million in the aggregate;

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(ii) investments may be made to the extent permitted by Section 5.2(b) ;

(iii) each of the Issuer and its Subsidiaries may lease (as lessee) real or personal property, in the ordinary course of Business (so long as any such lease does not create a Capital Lease Obligation that is not otherwise permitted under Section 5.2(e)(vii) of this Agreement;

(iv) each of the Issuer and its Subsidiaries may make sales, transfers or exchanges of Collateral in the ordinary course of Business (in accordance with the Collateral Documents) and that are consistent with past practices;

(v) the Issuer and its Subsidiaries may sell or discount, in each case without recourse and in the ordinary course of Business, overdue accounts receivable arising in the ordinary course of Business, but only in connection with the compromise or collection thereof consistent with customary industry practice (and not as part of any bulk sale);

(vi) the Issuer or any Wholly-Owned Subsidiary of the Issuer may transfer assets or lease to or acquire or lease assets from the Issuer or any other Wholly-Owned Subsidiary or any Wholly-Owned Subsidiary may be merged into the Issuer or any other Wholly-Owned Subsidiary of the Issuer;

(vii) the Issuer or its Subsidiaries may sell or exchange specific items of equipment in the ordinary course of Business, so long as the purpose of each such sale or exchange is to acquire (and results within 270 days of such sale or exchange in the acquisition of) replacement items of equipment which are, in the reasonable business judgment of such Person, the functional equivalent of the item of equipment so sold or exchanged;

(viii) the Issuer or its Subsidiaries may divest, transfer, sell assign, or lease any aircraft, aircraft engines, aircraft training devises or aircraft related parts or equipment that are no longer used or useful in the operation of such Person’s business (“ Airline Assets ”) (for the avoidance of doubt Airline Assets shall include all MD-80 Aircraft, engines, equipment and tooling), provided that the aggregate fair market value of all assets subject to sales or other dispositions pursuant to this sub-clause (viii) shall not exceed $40.0 million in the aggregate; and

(ix) Any sale or disposition of the equity of a Guarantor as contemplated in Section 10.14 .

(h) Negative Pledge Agreements . The Issuer will not, and will not permit any of its Subsidiaries to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement (other than the Transaction Documents and the Existing Indebtedness as in

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effect as of the date hereof) that prohibits, restricts or imposes any condition upon (i) the ability of the Issuer or any Subsidiary to create, incur or permit to exist any Lien upon any of its property or assets, other than such agreements or arrangements as may be made in connection with Permitted Liens, or (ii) the ability of any Subsidiary to pay dividends or other distributions with respect to its Equity, or to make or repay loans or advances to the Issuer or any other Subsidiary or to Guarantee Indebtedness of the Issuer or any other Subsidiary; provided that (x) the foregoing shall not apply to restrictions and conditions imposed by law or by this Agreement, and (y) the foregoing shall not apply with respect to Permitted Liens.

(i) ERISA Compliance .

(i) The Issuer will not engage in, or permit any Subsidiary or ERISA Affiliate to engage in, any transaction in connection with which the Issuer, its Subsidiaries or any ERISA Affiliate could reasonably be expected to be subjected to either a civil penalty assessed pursuant to Sections 502(c) or 502(i) of ERISA or a tax imposed by Section 4975 of the Code;

(ii) The Issuer will not contribute to or assume an obligation to contribute to, or permit any Subsidiary or ERISA Affiliate to contribute to or assume an obligation to contribute to, any Plan or Multiemployer Plan;

(iii) The Issuer will not acquire, or permit any Subsidiary or ERISA Affiliate to acquire, an interest in any Person that causes such Person to become an ERISA Affiliate with respect to the Issuer, any Subsidiary or any ERISA Affiliate if such Person sponsors, maintains or contributes to, or at any time in the six-year period preceding such acquisition has sponsored, maintained, or contributed to, (i) any Multiemployer Plan, or (ii) any other Plan that is subject to Title IV of ERISA; and

(iv) The Issuer will not contribute to or assume an obligation to contribute to, or permit any Subsidiary or ERISA Affiliate to contribute to or assume an obligation to contribute to, any employee welfare benefit plan, as defined in Section 3(1) of ERISA, including, without limitation, any such plan maintained to provide benefits to former employees of such entities, that may not be terminated by such entities in their sole discretion at any time without any material liability except in those circumstances required to comply with Section 4980B of the Code.

(j) Limitation on Modifications of Indebtedness; Modifications of Certificate of Incorporation, By-Laws and Certain Other Agreements; Etc . The Issuer will not, and will not permit any of its Subsidiaries to:

(i) amend or modify, or permit the amendment or modification of, any provision of the Existing Indebtedness or of any agreement (including, without limitation, any purchase agreement, indenture, loan agreement or security agreement) relating to any Existing Indebtedness, other than any amendments or modifications to the Existing Indebtedness which are otherwise permitted under Section 5.2(e) ;

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(ii) make (or give any notice in respect thereof) any cash interest payments on Indebtedness that is contractually subordinated to the Notes or any voluntary or optional or mandatory payment or prepayment on or redemption or acquisition for value of, or any prepayment or redemption as a result of any asset sale, change of control or similar event of, any Indebtedness that is contractually subordinated to the Notes, except as is otherwise required pursuant to the terms of the Subordinated Indebtedness as set forth on the date hereof; or

(iii) amend, modify, change or replace its Certificate of Incorporation (including, without limitation, by the filing or modification of any certificate of designation) or By-Laws (or equivalent organizational documents) or any agreement entered into by it, with respect to its capital stock (or equivalent interests), or enter into any new agreement with respect to its capital stock, other than any amendments, modifications, changes or replacements pursuant to this clause (iii) or any such new agreements pursuant to this clause (iii) which do not in any way adversely affect in any material respect the interests of the Holders or to the extent required to effectuate the transactions contemplated hereby.

(k) Fiscal Year . The Issuer will not, and will not permit its Subsidiaries to, change the last day of its Fiscal Year from December 31 of each year.

SECTION 6

CLOSING CONDITIONS AND ACTIONS

Section 6.1 Conditions to Purchaser’s Obligations at the Initial Closing . The obligations of the Indigo Purchasers, Holdings III and Holdings III-A under Section 2.2 of this Agreement are subject to the fulfillment to such Purchaser’s satisfaction on or before the Initial Closing Date of each of the following conditions:

(a) Filings with U.S. Department of Transportation . All necessary filings with the U.S. Department of Transportation pursuant to 14 CFR Part 204 shall have been duly made, so that the Department of Transportation shall have received information sufficient to determine whether the Issuer will remain fit to hold its licenses and approvals after the closing of this transaction, and the U.S. Department of Transportation shall have indicated, either orally or in writing, that the materials it has received are sufficient to satisfy its inquiry.

(b) Tranche A Note Funding . At least $66,682,548 in the aggregate shall have been funded to the Issuer in exchange for Tranche A Notes pursuant to the First Amended Purchase Agreement.

(c) Purchase of Securities Permitted by Applicable Laws . The acquisition of and payment for the Securities to be acquired by such Purchaser hereunder and the consummation of the transactions contemplated hereby and by the other Transaction Documents (i) shall not be prohibited by any law, (ii) shall not subject such Purchaser to any penalty or other onerous condition under or pursuant to any law, and (iii) shall be permitted by all applicable laws to which either such Purchaser or the transactions contemplated by or referred to herein or in the other Transaction Documents are subject and such Purchaser shall have received such certificates or other evidence as it may reasonably request to establish compliance with this condition.

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(d) Proceedings . There shall exist no action, suit, investigation, litigation or proceeding affecting Issuer or any of its Affiliates or threatened before any court, governmental agency or arbitrator that (i) could reasonably be expected to have a Material Adverse Effect or (ii) purports to affect the legality, validity or enforceability of any Transaction Document or the consummation of the transactions contemplated by the Transaction Documents.

(e) No Default . No event that constitutes a Default has occurred and is continuing or would result from the Initial Closing.

(f) Conditions Precedent . The conditions precedent contained in each Transaction Document shall be satisfied, and such Purchaser shall have received a certificate of the Chief Executive Officer, Chief Financial Officer and Secretary of each of the Issuer and the Guarantor, dated as of the Initial Closing Date, to such effect.

(g) Absence of Insolvency . There shall be no insolvency, bankruptcy or similar proceedings involving the Issuer or any of its Subsidiaries.

(h) Amendment Documents; Additional Documents . Such Purchaser shall have received the fully executed and delivered Amendment Documents which shall be effective as of the Initial Closing Date and such additional documents and certificates as it or its counsel may reasonably request relating to the organization, existence and good standing of the Issuer and its Subsidiaries, the authorization of the Transactions and any other legal matters relating to the Issuer, this Agreement, the Transactions or the Closing Transactions, all in form and substance satisfactory to such Purchaser and its counsel.

(i) Representations and Warranties . The representations and warranties contained in each Transaction Document shall be true and correct, before and after giving effect to the sale of the Securities and to the application of proceeds therefrom, as though made on and as of the date hereof and such Purchaser shall have received a certificate of the Chief Executive Officer, Chief Financial Officer and Secretary of each of the Issuer and the Guarantor to the foregoing effect.

(j) Certain Related-Party Agreements . The Issuer and each of Jacob Schorr and SKH Investments LLC shall have executed and delivered the agreements related to the termination or modification or certain arrangements between Dr. Schorr, SKH Investments LLC and the Issuer, in each case in form and substance satisfactory to the Indigo Purchasers and Holdings II, effective as of the Initial Closing Date.

(k) Management Rights Agreements . The Professional Services Agreement between Oaktree Capital Management, LLC and the Issuer, dated February 20, 2004, shall have been terminated effective as of the date of the Initial Closing and all accrued and unpaid fess thereunder shall have been paid in full and the Issuer shall have entered into a professional services agreement with Indigo Partners LLC effective as of the Initial Closing Date.

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(l) Exchange of Tranche A Notes . All of the Tranche A Notes outstanding immediately prior to the date of this Agreement shall have been exchanged for Tranche A Notes in the form attached hereto as Exhibit D-1 effective as of the Initial Closing Date.

(m) Termination of Seabury Agreement . The Engagement Letter among the Issuer, Seabury Transportation Advisors LLC and Seabury Securities LLC, dated February 23, 2004 as amended on January 20, 2005, shall have been terminated effective as of the Initial Closing Date.

(n) Termination of Consulting Agreements . The Consulting Agreement between the Issuer and Roxbury Capital Group, LLC, dated May 14, 2004, shall have been terminated effective as of the Initial Closing Date. Daniel A. MacFarlan shall have been terminated from the employ of the Issuer effective as of the Initial Closing Date.

(o) Chief Executive Officer . Mr. B. Ben Baldanza shall be the Chief Executive Officer of the Issuer.

(p) Investor Rights Agreement . Each of the parties thereto, other than such Purchaser, has executed and delivered a Second Amended and Restated Investor Rights Agreement in the form attached hereto as Exhibit K , such agreement to be effective as of the Initial Closing Date.

(q) Third Party Consents and Approvals . All third party consents and approvals necessary in connection with the transactions contemplated by the Transaction Documents shall have been obtained (without the imposition of any conditions that are not acceptable to the Purchasers) in form and substance satisfactory to the Indigo Purchasers, Holdings III and Holdings III-A and shall remain in effect.

(r) Insurance . The Issuer and its Subsidiaries shall have in full force and effect directors and officers liability insurance and other airlines, business insurance coverage, and risk management policies in coverage amounts reasonably acceptable to the Indigo Purchasers.

Section 6.2 Closing Actions . The obligations of the Indigo Purchasers, Holdings III and Holdings III-A under Section 2.2 of this Agreement are subject to the taking of each of the following actions on or prior to the Initial Closing Date:

(a) Certificates . The Issuer shall deliver to the Indigo Purchasers, Holdings III and Holdings III-A certificates from each of the Issuer and the Guarantor, dated the Initial Closing Date (i) substantially in the form of Exhibit G signed by the Secretary of such Person, certifying (A) that the attached copies of the Certificate of Incorporation and By-laws of the of the Issuer and the certificate of formation and limited liability company agreement of the Guarantor, and resolutions of the Board of Directors of the Issuer and the Guarantor approving the Transaction Documents and the transactions contemplated hereby are all true, complete and correct and remain unamended and in full force and effect, and (B) the incumbency and specimen signature of each officer of the Issuer and the Guarantor executing any Transaction Document to which it is a party or any other document delivered in connection herewith and therewith on behalf of such Person and (ii) substantially in the form of Exhibit H signed by the Chief Executive Officer, Chief Financial Officer and Secretary of each of the Issuer and the

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Guarantor certifying that (A) the conditions to closing set forth in this Section 6 have been satisfied, (B) the representations and warranties contained in this Agreement and the other Transaction Documents were true and correct in all material respects as of the date of the execution of this Agreement and (C) no Default or Event of Default had occurred as of the date of the execution of this Agreement and is continuing or would result from the consummation of the transactions contemplated hereby.

(b) Securities . The Company shall deliver to Holdings III, Holdings III-A and the Indigo Purchasers certificates representing the Notes and, in the case of the Indigo Purchasers, the Common Stock, duly completed and executed, payable to the order of or registered in the name of Purchaser (or its nominee), in appropriate form and amount.

(c) Payment of Fees and Expenses . The Issuer shall reimburse Holdings III, Holdings III-A and the Indigo Purchasers for all fees, costs and expenses required to be paid by the Issuer pursuant to the terms hereof, which amount may, in the Purchasers’ exclusive discretion, be credited to the purchase of Securities hereunder.

(d) Organizational Documents . The Issuer shall file the Certificate of Amendment in the form attached hereto as Exhibit J with the State of Delaware.

(e) Opinion of Counsel . The Issuer shall deliver to the Indigo Purchasers an opinion of counsel, in form and substance reasonably acceptable to the Indigo Purchasers, dated as of the Initial Closing Date, from Jaffe, Raitt, Heuer & Weiss, P.C. and Milbank, Tweed, Hadley & McCloy LLP with respect to the transactions contemplated by this Agreement.

(f) Financial Advisors . The Issuer shall pay all fees owed to all financial advisors, including but not limited to, Seabury Securities LLC, in full and there shall be no future obligations with respect to any financial advisor of the Issuer as of the Initial Closing Date.

(g) Perfection of Security Interests . The Issuer shall deliver to the Indigo Purchasers, Holdings III and Holdings III-A such other evidence as they shall reasonably request, in form and substance satisfactory to them in their sole and absolute discretion, that all documentation, actions, consents and approvals required in connection with the granting of Liens and perfection of security interests in the Collateral as contemplated by Section 5.1(a) hereof and by the Collateral Documents have been executed, delivered and filed as of the Initial Closing Date.

(h) Minimum Proceeds . The Indigo Purchasers shall purchase $45,000,000 of Securities and Holdings III and Holdings III-A shall purchase $15,000,000 of Securities.

Section 6.3 Conditions to Issuer’s Obligations at the Initial Closing . The obligations of the Issuer under Sections 2.1 and 2.2 (c) of this Agreement are subject to the fulfillment or waiver on or before the Initial Closing Date of each of the following conditions:

(a) Proceedings . There shall exist no action, suit, investigation, litigation or proceeding affecting any Purchaser, or any Affiliate of Purchaser or threatened before any court, governmental agency or arbitrator that purports to affect the legality, validity or enforceability of any Transaction Document or the consummation of the transactions contemplated by the Transaction Documents.

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(b) Governmental Approvals . All governmental and third party consents and approvals necessary in connection with the transactions contemplated by the Transaction Documents shall have been obtained (without the imposition of any conditions that are not acceptable to the Issuer) and shall remain in effect; all applicable waiting periods under applicable law in connection with the transactions contemplated by the Transaction Documents shall have expired without any action being taken by any competent authority, and no law or regulation shall be applicable, in each case that restrains, prevents or imposes materially adverse conditions upon the transactions contemplated by the Transaction Documents or the rights of the Issuer or any Subsidiary freely to transfer or otherwise dispose of, or to create any Lien on, any Property now owned or hereafter acquired by any of them.

(c) Representations and Warranties . The representations and warranties contained in Section 4.2 of this Agreement shall be true and correct, before and after giving effect to the sale of the Securities, as of the date of this Agreement.

Section 6.4 Conditions to Purchaser’s Obligations at Each Subsequent Closing . The obligations of the Indigo Purchasers, Holdings III and Holdings III-A under Section 2.2(d) of this Agreement are subject to the fulfillment to such Purchaser’s satisfaction on or before any Subsequent Closing Date of each of the following conditions:

(a) Certificates . Such Purchaser shall have received certificates from each of the Issuer and the Guarantor, dated the date hereof (i) substantially in the form of Exhibit G signed by the Secretary of such Person, certifying (A) that the attached copies of the Certificate of Incorporation and By-laws of the of the Issuer and the Guarantor, and resolutions of the Board of Directors of the Issuer and the Guarantor approving the Transaction Documents and the transactions contemplated hereby are all true, complete and correct and remain unamended and in full force and effect, and (B) the incumbency and specimen signature of each officer of the Issuer and the Guarantor executing any Transaction Document to which it is a party or any other document delivered in connection herewith and therewith on behalf of such Person and (ii) substantially in the form of Exhibit H signed by the Chief Executive Officer, Chief Financial Officer and Secretary of each of the Issuer and the Guarantor certifying that (A) the conditions to closing set forth in this Section 6.3 have been satisfied, (B) the representations and warranties contained in this Agreement and the other Transaction Documents are true and correct in all material respects and (C) no Default or Event of Default has occurred and is continuing or would result from the consummation of the transactions contemplated hereby.

(b) Purchase of Securities Permitted by Applicable Laws . The acquisition of and payment for the Securities to be acquired by such Purchaser hereunder and the consummation of the transactions contemplated hereby and by the other Transaction Documents (i) shall not be prohibited by any law, (ii) shall not subject such Purchaser to any penalty or other onerous condition under or pursuant to any law, and (iii) shall be permitted by all applicable laws to which either such Purchaser or the transactions contemplated by or referred to herein or in the other Transaction Documents are subject and such Purchaser shall have received such certificates or other evidence as it may reasonably request to establish compliance with this condition.

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(c) Securities . Such Purchaser shall have received certificates representing the Notes and, in the case of the Indigo Purchasers, the Common Stock, duly completed and executed, payable to the order of or registered in the name of Purchaser (or its nominee), in appropriate form and amount.

(d) Governmental Approvals . All governmental and third party consents and approvals necessary in connection with the transactions contemplated by the Transaction Documents shall have been obtained (without the imposition of any conditions that are not acceptable to the Purchaser) and shall remain in effect; all applicable waiting periods in connection with the transactions contemplated by the Transaction Documents shall have expired without any action being taken by any competent authority, and no law or regulation shall be applicable, in each case that restrains, prevents or imposes materially adverse conditions upon the transactions contemplated by the Transaction Documents or the rights of the Issuer or any Affiliate freely to transfer or otherwise dispose of, or to create any Lien on, any Property now owned or hereafter acquired by any of them.

(e) Perfection of Security Interests . Such Purchaser shall have received such other evidence, in form and substance satisfactory to it in its sole and absolute discretion, that all documentation, actions, consents and approvals required in connection with the granting of Liens and perfection of security interests in the Collateral as contemplated by Section 5.1(a) hereof and by the Collateral Documents have been executed, delivered and filed as of such Subsequent Closing Date.

(f) Absence of Insolvency . There shall be no insolvency, bankruptcy or similar proceedings involving the Issuer or any of its Subsidiaries.

(g) Reciprocal Obligations . At each Subsequent Closing, the purchase of additional Tranche B Notes pursuant to Section 2.2(d) by each Tranche B Purchaser shall occur substantially simultaneously. No Tranche B Purchaser shall be obligated to purchase additional Tranche B Notes at a Subsequent Closing pursuant to Section 2.2(d) unless the other Tranche B Purchaser(s) purchase all additional Tranche B Notes required to be purchased by such Tranche B Purchaser(s) pursuant to Section 2.2(d) at such Subsequent Closing.

Section 6.5 Conditions to Issuer’s Obligations at Each Subsequent Closing . The obligations of the Issuer under Sections 2.1 and 2.2 (d) of this Agreement are subject to the fulfillment or waiver on or before any Subsequent Closing Date of each of the following conditions:

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(b) Governmental Approvals . All governmental and third party consents and approvals necessary in connection with the transactions contemplated by the Transaction Documents shall have been obtained (without the imposition of any conditions that are not acceptable to the Issuer) and shall remain in effect; all applicable waiting periods in connection with the transactions contemplated by the Transaction Documents shall have expired without any action being taken by any competent authority, and no law or regulation shall be applicable, in each case that restrains, prevents or imposes materially adverse conditions upon the transactions contemplated by the Transaction Documents or the rights of the Issuer or any Subsidiary freely to transfer or otherwise dispose of, or to create any Lien on, any Property now owned or hereafter acquired by any of them.

SECTION 7

TRANSFERABILITY OF SECURITIES

Section 7.1 Restrictive Legend . Each note, certificate or other instrument evidencing the Securities issued by Issuer shall be stamped or otherwise imprinted with a legend in substantially the following forms, and any such other legend(s) as may be set forth in the Investor Rights Agreement:

(A) “THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE OFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, REGISTRATION.”

(B) “THE SECURITIES EVIDENCED BY THIS INSTRUMENT ARE SUBJECT TO THE TERMS OF A CERTAIN SECOND AMENDED AND RESTATED SECURITIES PURCHASE AGREEMENT DATED AS OF JULY 13, 2006 BETWEEN SPIRIT AIRLINES, INC., THE PURCHASERS NAMED THEREIN, WELLS FARGO BANK NORTHWEST, NATIONAL ASSOCIATION, AS COLLATERAL AGENT, AND THE OTHER PARTIES THERETO, A COPY OF WHICH IS ON FILE AT THE OFFICES OF SPIRIT AIRLINES, INC. AND WILL BE FURNISHED BY SPIRIT AIRLINES, INC. TO THE HOLDER HEREOF UPON REQUEST.”

Notwithstanding the foregoing, the restrictive legend set forth above in clause (A) shall not be required after the date on which the Securities evidenced by such note, certificate or other instrument bearing such restrictive legend no longer constitute Restricted Securities, and upon the request of the Holder of such Securities, Issuer, without expense to the Holder, shall issue a new note, certificate or other instrument as applicable not bearing the restrictive legend set forth in clause (A) above otherwise required to be borne thereby.

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SECTION 8

EVENTS OF DEFAULT AND REMEDIES

Section 8.1 Events of Default .

(a) “ Event of Default ,” wherever used herein, means any one of the following events (whatever the reason for such Event of Default and whether it shall be caused voluntarily or involuntarily or effected, without limitation, by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or Governmental Authority):

(i) default in the payment of principal of any Note on its Maturity Date;

(ii) default in the payment of principal of any Note when the same becomes due and payable, whether at a date fixed for prepayment thereof or, upon acceleration, redemption or otherwise, which default continues for a period of two (2) Business Days;

(iii) default in the payment of interest on any Note or any fee or any other amount (other than an amount described in Section 8.1(a)(i) or (ii) above) constituting a Note Obligation payable under this Agreement or any other Transaction Document when the same becomes due and payable, which default continues for a period of five (5) Business Days;

(iv) Issuer, any Guarantor or any Subsidiary defaults in the performance of or breaches any covenant or condition contained in this Agreement or any other Transaction Document, which default or breach continues for a period of thirty (30) days after notice of such default or breach has been delivered to the Issuer by the Tranche B Requisite Holders;

(v) a material breach of any representations and warranties made by the Issuer pursuant to Section 4.1 or in any other Transaction Document;

(vi) an Event of Default (as defined in the Reimbursement Agreement) has occurred and is continuing under the Reimbursement Agreement or the Issuer or any of its Subsidiaries or any Guarantor fails to make (whether as primary obligor or as guarantor or other surety) any payment in respect of rent, or principal, interest or premium, if any, with respect to any Indebtedness and the aggregate amount of all Indebtedness as to which such a payment default relates is equal to or exceeds $10,000,000 or otherwise defaults in the performance of any one or more obligations relating to any Indebtedness in an aggregate amount of $10,000,000 or more beyond any applicable grace periods if the effect of such default is to accelerate such Indebtedness or permit the holders thereof to accelerate such Indebtedness;

(vii) a decree, judgment, or order by a court of competent jurisdiction shall have been entered adjudging the Issuer, any Guarantor or any

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Subsidiary as bankrupt or insolvent, or ordering relief against the Issuer, any Guarantor or any Subsidiary in response to the commencement of an involuntary bankruptcy case, or approving as properly filed a petition seeking reorganization or liquidation of the Issuer, any Guarantor or any Subsidiary under any bankruptcy or similar law, and such decree, judgment or order shall have continued undischarged and unstayed for a period of sixty (60) days; or a decree, judgment or order of a court of competent jurisdiction over the appointment of a receiver, liquidator, trustee, or assignee in bankruptcy or insolvency of the Issuer, any Guarantor or any Subsidiary, or of the Property of any such Person, or for the winding up or liquidation of the affairs of any such Person, shall have been entered, which decree, judgment, or order shall have remained in force undischarged and unstayed for a period of sixty (60) days;

(viii) the Issuer, any Guarantor or any Subsidiary shall institute voluntary bankruptcy proceedings, or shall consent to the filing of a bankruptcy proceeding against it, or shall file a petition or answer or consent seeking reorganization or liquidation under any bankruptcy or similar law or similar statute, or shall consent to the filing of any such petition, or shall consent to the appointment of a custodian, receiver, liquidator, trustee, or assignee in bankruptcy or insolvency of it or any of its assets or Property, or shall make a general assignment for the benefit of creditors, or shall admit in writing its inability to pay its debts generally as they become due, or shall, within the meaning of any Bankruptcy Law, become insolvent, fail generally to pay its debts as they become due, or take any limited liability action in furtherance of or to facilitate, conditionally or otherwise, any of the foregoing;

(ix) one or more final judgments not covered by insurance for the payment of money, or the issuance of any writ or warrant of attachment against any portion of the Property or assets of the Issuer, any Guarantor or any Subsidiary, which, in the aggregate, exceed $20,000,000 at any one time shall be entered against the Issuer, any Guarantor or any of its Subsidiaries by a court of competent jurisdiction and not be stayed, bonded or discharged for a period (during which execution shall not be effectively stayed) of sixty (60) days (or, in the case of any such final judgment which provides for payment over time, which shall so remain unstayed, unbonded or undischarged beyond any applicable payment date provided therein);

(x) failure of Issuer, any Guarantor or its Subsidiaries to maintain perfected Liens as required pursuant to Section 5.1(a) hereof;

(xi) any Security Agreement, or any provision thereof, shall cease to be in full force and effect; and

(xii) any Guaranty, or any provision thereof, shall cease to be in full force and effect as to the relevant Guarantor, or any Guarantor or Person acting by or on behalf of such Guarantor shall deny or disaffirm such Guarantor’s obligations under the relevant Guaranty, or any Guarantor shall default in the due performance or observance of any term, covenant or agreement on its part to be performed or observed pursuant to its Guaranty.

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(b) Upon the occurrence of an Event of Default described in clause (vi) or (vii) above, the entire unpaid balance of the Notes (together with all accrued and unpaid interest) shall automatically become and be immediately due and payable on all outstanding Notes without any declaration or other act on the part of the Holders. Upon the occurrence and continuation of any other Event of Default, the Tranche B Requisite Holders, and upon the occurrence and continuation of an Event of Default described in Section 8.1(a)(i) above, the Tranche A Requisite Holders, may at any time and from time to time may declare the entire unpaid balance of the Notes (together with all accrued and unpaid interest) immediately due and payable without demand, presentment, notice of demand or of dishonor and nonpayment, protest, notice of protest, notice of intention to accelerate, declaration or notice of acceleration, or any other notice or declaration of any kind, all of which are hereby expressly waived by Issuer. For avoidance of doubt, any exercise of remedies following an Event of Default shall be undertaken with respect to all of the Notes concurrently and on an equal basis. No tranche of Notes may be enforced or not enforced independently of the other Notes.

Section 8.2 Remedies . If any Event of Default shall occur, the holder or holders of Notes entitled to accelerate and declare the unpaid balance of a Note or Notes due and payable pursuant to Section 8.1 above may protect and enforce their rights under the Transaction Documents by any appropriate proceedings, including proceedings for specific performance of any covenant or agreement contained in any Transaction Document, and such holder or holders may enforce the payment of any Note Obligations due or enforce any other legal or equitable right.

Section 8.3 Indemnity . Issuer agrees, and agrees to cause each of its Subsidiaries, (i) to indemnify each Indemnified Party (as hereinafter defined), upon demand, from and against any and all liabilities, obligations, claims, losses, damages, penalties, fines, actions, judgments, suits, settlements, costs, expenses or disbursements (including reasonable fees of attorneys, accountants, experts and advisors) of any kind or nature whatsoever (in this section collectively called “liabilities and costs”) which to any extent (in whole or in part) may be imposed on, incurred by, or asserted against such Indemnified Party arising out of or resulting from or in any other way associated with (x) any of the Transaction Documents or any transaction contemplated thereby or (y) this Agreement or any of the transactions and events (including the enforcement or defense thereof) at any time associated herewith or contemplated herein (including, but not limited to, any violation or noncompliance with, or any liability or duty under, any Environmental Laws by any Related Party thereof or any liabilities or duties of any Related Party thereof or of any Indemnified Party arising out of any actual or alleged presence or release of Hazardous Materials on or from any property currently or formerly owned or operated by the Issuer, Guarantor, or any Subsidiary); and (ii) to reimburse each Indemnified Party, upon demand, for its reasonable legal and other reasonable expenses as they are incurred in connection with the foregoing.

THE FOREGOING INDEMNIFICATION AND REIMBURSEMENT SHALL APPLY WHETHER OR NOT SUCH LIABILITIES AND COSTS ARE IN ANY WAY OR TO ANY EXTENT OWED, IN WHOLE OR IN PART, UNDER ANY CLAIM OR THEORY

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OF STRICT LIABILITY OR ARE IN ANY EXTENT CAUSED, IN WHOLE OR IN PART, BY ANY NEGLIGENT ACT OR OMISSION OF ANY KIND BY ANY INDEMNIFIED PARTY , provided only that no Indemnified Party shall be entitled under this section to receive indemnification or reimbursement for that portion, if any, of any liabilities and costs which is proximately caused by its own individual gross negligence or willful misconduct, as determined in a final, non-appealable judgment. As used in this section, the term “Indemnified Party” refers to each Purchaser (including any of its officers, directors, partners, members, shareholders, employees, attorneys, advisors, agents or any of their respective Affiliates, or Purchaser’s successors and assigns and subsequent Holders), any Person that subsequently joins this Agreement as a “Purchaser” (including any of its officers, directors, employees, partners, members, shareholders, attorneys, advisors, agents or any of their respective Affiliates, or Purchaser’s successors and assigns and subsequent Holders) and Collateral Agent (including, any of its officers, directors, employees, attorneys, advisors, agents and any of their respective Affiliates acting in such capacity).

SECTION 9

MISCELLANEOUS

Section 9.1 Waivers and Amendments; Acknowledgment .

(a) Waivers and Amendments .

(i) No failure or delay (whether by course of conduct or otherwise) by the Holders in exercising any right, power or remedy which they may have under any of the Transaction Documents shall operate as a waiver thereof or of any other right, power or remedy, nor shall any single or partial exercise by the Holders of any such right, power or remedy preclude any other or further exercise thereof or of any other right, power or remedy. No waiver of any provision of any Transaction Document and no consent to any departure therefrom shall ever be effective unless it is in writing and signed by both of the Tranche A Requisite Holders and Tranche B Requisite Holders (except waivers under Section 5.1 and Section 5.2 , which require the consent of the Tranche B Requisite Holders only), and may be given or withheld in their independent, sole and absolute discretion, and then such waiver or consent shall be effective only in the specific instances and for the purposes for which given and to the extent specified in such writing. Any such waiver of consent given by the Requisite Holders or the Tranche B Requisite Holders, as applicable, in accordance with this Section 9.1(a) shall be binding on all Holders. This Agreement and the other Transaction Documents set forth the entire understanding and agreement of the parties hereto and thereto with respect to the transactions contemplated herein and therein and supersede all prior discussions and understandings with respect to the subject matter hereof and thereof. THIS WRITTEN AGREEMENT AND THE OTHER TRANSACTION DOCUMENTS REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES OR ANY PRIOR OR CONTEMPORANEOUS WRITTEN AGREEMENTS.

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(ii) This Agreement and the Transaction Documents may be amended, but only with the written consent of each of the Issuer, the Guarantor and the Requisite Holders (except waivers under Section 5.1 and Section 5.2 , which require the consent of the Tranche B Requisite Holders only). Notwithstanding the prior sentence, no such amendment shall:

(A) increase any commitment to purchase additional Notes of any Holder without the written consent of such Holder;

(B) treat the Holder of any tranche of Notes disproportionately without the consent of such Holder;

(C) amend, modify or otherwise affect the rights or duties of the Collateral Agent hereunder without the prior written consent of the Collateral Agent; or

(D) modify or supplement Article 10 without the prior written consent of the Guarantor.

(iii) For purposes of clarification and the avoidance of doubt, no amendment shall:

(A) reduce or forgive the principal amount of any tranche of Notes or reduce the rate of interest thereon, or reduce or forgive any fees payable hereunder, without the consent of the Requisite Holders;

(B) postpone the scheduled date of payment of the principal amount of any tranche of Notes, or any interest thereon, or any fees payable hereunder, or reduce the amount of, waive or excuse any such payment, or postpone the scheduled date of expiration of any commitment to purchase notes, without the consent of the Requisite Holders;

(C) alter the manner in which payments or prepayments of principal, interest or other amounts hereunder shall be applied as among the Notes, without the consent of the Requisite Holders;

(D) change any of the provisions of this Section 9.1, the definition of Tranche A Requisite Holders, Tranche B Requisite Holders or Requisite Holders or any other provision hereof specifying the number or percentage of Notes required to waive, amend or modify any rights hereunder or make any determination or grant any consent hereunder, without the written consent of the Requisite Holders; or

(E) release any Guarantor from any of its guarantee obligations, release the Issuer or any Guarantor from any Security Document, modify, amend, restate or amend and restate any Security Document, or release any Collateral from the lien of any Security Document, in each case without the consent of the Requisite Holders (and if any release of Collateral is required

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pursuant to the terms of the Transaction Documents, then any instruction to the Collateral Agent in respect of such release shall be provided by the Requisite Holders, except for releases in connection with the sale of assets, in which case the Tranche B Requisite Holders and, to the extent that Holdings II is entitled to consent to the transfer of such assets pursuant to Section 8E(i) of the Investor Rights Agreement, the Tranche A Requisite Holders, shall provide the requisite instruction to the Collateral Agent).

(iv) The remedies provided for herein are cumulative and are not exclusive of any remedies that may be available to the Holders at law or in equity or otherwise.

(v) In determining whether the requisite Holders of Securities have given any authorization, consent or waiver under any Transaction Document, any Securities owned by Issuer shall be disregarded and deemed not to be outstanding.

(b) Acknowledgments and Admissions . Issuer, the Guarantor and each Purchaser hereby represents, warrants, acknowledges and admits to each other party hereto that:

(i) it has been advised by counsel in the negotiation, execution and delivery of the Transaction Documents to which it is a party;

(ii) it has made an independent decision to enter into this Agreement and the other Transaction Documents to which it is a party, without reliance on any representation, warranty, covenant or undertaking by any Purchaser, whether written, oral or implicit, other than as expressly set out in this Agreement or in any other Transaction Documents delivered on the date hereof;

(iii) there are no representations, warranties, covenants, undertakings or agreements by any Purchaser as to the Transaction Documents except as expressly set out in this Agreement or in another Transaction Document delivered on or after the date hereof;

(iv) no Purchaser, in its capacity as Purchaser or Holder, owes any fiduciary duty to Issuer, any Guarantor or any other Purchaser with respect to any Transaction Document or the transactions contemplated thereby;

(v) no partnership or joint venture exists with respect to the Transaction Documents between the Issuer or any of its Subsidiaries and any Purchaser;

(vi) subject to the provisions hereof, should an Event of Default or Default or breach occur or exist, the Holders will determine in their sole discretion and for their own reasons what remedies and actions, as provided for in the Transaction Documents or at law, they will or will not exercise or take at that time;

(vii) without limiting any of the foregoing, Issuer and the Guarantor is not relying upon any representation or covenant by any Purchaser, or any

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representative thereof, and no such representation or covenant has been made, that such Purchaser will, at the time of an Event of Default or Default or breach, or at any other time, waive, negotiate, discuss, or take or refrain from taking any action permitted under the Transaction Documents with respect to any such Event of Default or Default or breach or any other provision of the Transaction Documents;

(viii) the obligations of the Holders are several, not joint and several, and no Holder shall be liable for any act or omission by another Holder; and

(ix) the Purchasers have relied upon the truthfulness of the acknowledgments in this Section in deciding to execute and deliver this Agreement and the other Transaction Documents and to purchase the Securities.

Section 9.2 Disclaimer of Corporate Opportunity Doctrine . Each of the parties hereto acknowledges that the Indigo Purchasers, Holdings II, Holdings III, Holdings III-A and their respective Affiliates may review the business plans and related proprietary information of many enterprises, including enterprises which may have products or services which compete directly or indirectly with those of the Issuer or its Subsidiaries. Nothing in this Agreement shall preclude or in any way restrict the Indigo Purchasers, Holdings II, Holdings III, Holdings III-A or their respective Affiliates from investing or participating in any particular enterprise, or trading in the securities thereof, whether or not such enterprise has products or services that compete with those of the Issuer or any of its Subsidiaries. Except as the Indigo Purchasers, Holdings II, Holdings III, Holdings III-A and their respective Affiliates may otherwise agree in writing after the date hereof with respect to itself or its Affiliates (or its or its Affiliates’ employees, officers, directors, partners, members, stockholders, or agents): (i) such Persons shall have the right to, and shall have no duty (contractual or otherwise) not to, directly or indirectly: (A) engage in the same or similar business activities or lines of business as the Issuer or any of its Subsidiaries and (B) do business with any client or customer of the Issuer or any of its Subsidiaries; (ii) no such Person shall be liable to the Issuer or any of its Subsidiaries or stockholders for breach of any duty (contractual or otherwise) by reason of any such activities or of such Person’s participation therein; and (iii) in the event that any such Person acquires knowledge of a potential transaction or matter that may be a corporate opportunity for the Issuer or its Subsidiaries on the one hand, and any such Person on the other hand, or any other person, no such Person shall have any duty (contractual or otherwise) to communicate or present such corporate opportunity to the Issuer or any of its Subsidiaries or any of its stockholders and, notwithstanding any provision of this Agreement to the contrary, such Persons shall not be liable to the Issuer or its Subsidiaries or Shareholders for breach of any duty (contractual or otherwise) by reason of the fact that any such Person directly or indirectly pursues or acquires such opportunity for itself, directs such opportunity to another person, or does not present such opportunity to the Issuer or its Subsidiaries or stockholders.

Section 9.3 Survival of Agreements; Cumulative Nature . All of the Issuer’s various representations, warranties, covenants and agreements in the Agreement and the Transaction Documents shall survive the execution and delivery of this Agreement, the other Transaction Documents and the performance hereof and thereof, including the purchase of the Securities and the delivery of the Securities and the Transaction Documents. Except as expressly provided herein, the representations, warranties, and covenants made by the Issuer and the

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Guarantor in the Transaction Documents, and the rights, powers and privileges granted to the Holders in the Transaction Documents, are cumulative, and, except for expressly specified waivers and consents, no Transaction Document shall be construed in the context of another to diminish, nullify, or otherwise reduce the benefit to the Holders of any such representation, warranty, covenant, right, power or privilege. In particular and without limitation, no exception set out in this Agreement to any representation, warranty or covenant herein contained shall apply to any similar representation, warranty or covenant contained in any other Transaction Document, and each such similar representation, warranty or covenant shall be subject only to those exceptions which are expressly made applicable to it by the terms of the various Transaction Documents.

Section 9.4 Notices . All notices, requests, consents, demands and other communications required or permitted under any Transaction Document shall be in writing, unless otherwise specifically provided in such Transaction Document, shall be effective only upon receipt and shall be given or furnished upon delivery, when delivered by personal delivery, by facsimile, by delivery service with proof of delivery, or by United States mail as registered, certified or first class United States mail, postage prepaid, to the Issuer, any Guarantor or any Holder at the addresses set forth on the signature pages hereto (unless changed by similar notice in writing given by the particular Person whose address is to be changed):


If to Issuer or the Guarantor:		Spirit Airlines, Inc.
		2800 Executive Way
		Miramar, Florida 33025
		Attention: General Counsel
		Telephone: (954) 447-7913
		Facsimile: (954) 447-7854

With copies to:		Spirit Airlines, Inc.
		2800 Executive Way
		Miramar, Florida 33025
		Attention: Legal Department
		Facsimile: (954) 447-7854

		Oaktree Capital Management, LLC
		333 South Grand Avenue, 28 ^th Floor
		Los Angeles, California 90071
		Attention: Jordon L. Kruse

		Indigo Florida L.P.
		c/o Indigo Partners LLC
		2525 E. Camelback Road
		Suite 800
		Phoenix, AZ 85016
		Facsimile: (602) 224-1555
		Attn: Managing Member

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		Indigo Miramar LLC
		c/o Indigo Partners LLC
		2525 E. Camelback Road
		Suite 800
		Phoenix, AZ 85016
		Facsimile: (602) 224-1555
		Attn: Managing Member

If to any Holder, to the address for such Holder set forth in the Register maintained by the Issuer.

With copies to:		Milbank Tweed Hadley & McCloy LLP
		601 South Figueroa Street, 30 ^th Floor
		Los Angeles, CA 90017
		Attention: Deborah J. Ruosch
		Telephone: (213) 892-4671
		Facsimile: (213) 629-5063

And to:		Latham & Watkins LLP
		135 Commonwealth Drive
		Menlo Park, CA 94025
		Attention: Peter F. Kerman
		Telephone: (650) 463-2602
		Facsimile: (650) 463-2600

Section 9.5 Governing Law; Submission to Process. EXCEPT TO THE EXTENT THAT THE LAW OF ANOTHER JURISDICTION IS EXPRESSLY ELECTED IN A TRANSACTION DOCUMENT, THE TRANSACTION DOCUMENTS, INCLUDING THIS AGREEMENT, SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW. EACH OF THE ISSUER AND THE GUARANTOR HEREBY IRREVOCABLY SUBMITS ITSELF AND EACH OTHER RELATED PERSON TO THE NON-EXCLUSIVE JURISDICTION OF THE STATE AND FEDERAL COURTS SITTING IN THE STATE OF NEW YORK AND THE COUNTY OF NEW YORK AND AGREES AND CONSENTS THAT SERVICE OF PROCESS MAY BE MADE UPON IT OR ANY OF ITS SUBSIDIARIES IN ANY LEGAL PROCEEDING RELATING TO THE TRANSACTION DOCUMENTS OR THE NOTE OBLIGATIONS BY ANY MEANS ALLOWED UNDER NEW YORK OR FEDERAL LAW. EACH OF THE ISSUER AND THE GUARANTOR IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF THE VENUE OF ANY SUCH PROCEEDING BROUGHT IN SUCH A COURT AND ANY CLAIM THAT ANY SUCH PROCEEDING BROUGHT IN SUCH A COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM.

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Section 9.6 Limitation on Interest .

(a) The Holders, the Issuer, the Guarantor and any other parties to the Transaction Documents intend to contract in strict compliance with applicable usury law from time to time in effect. In furtherance thereof such Persons stipulate and agree that none of the terms and provisions contained in the Transaction Documents shall ever be construed to create a contract to pay, for the use, forbearance or detention of money, interest in excess of the maximum amount of interest permitted to be charged by applicable law from time to time in effect. Neither the Issuer nor the Guarantor nor any present or future guarantors, endorsers, or other Persons hereafter becoming liable for payment of any Note Obligation shall ever be liable for unearned interest thereon or shall ever be required to pay interest thereon in excess of the maximum amount that may be lawfully charged under applicable law from time to time in effect, and the provisions of this Section shall control over all other provisions of the Transaction Documents which may be in conflict or apparent conflict herewith.

(b) The Holders expressly disavow any intention to contract for, charge or collect unearned interest or finance charges in the event the maturity of any Note Obligation is accelerated. If (i) the maturity of any Note Obligation is accelerated for any reason, (ii) any Note Obligation is prepaid and as a result any amounts held to constitute interest are determined to be in excess of the legal maximum, or (iii) the Holders or any other holder of any or all of the Note Obligations shall otherwise collect moneys which are determined to constitute interest which would otherwise increase the interest on any or all of the obligations to an amount in excess of that permitted to be charged by applicable law then in effect, then all such sums determined to constitute interest in excess of such legal limit shall, without penalty, be promptly applied to reduce the then-outstanding principal of the related Note Obligations or, at the Holders’ option, promptly returned to Issuer or the other payor thereof upon such determination.

(c) In determining whether or not the interest paid or payable under any specific circumstances exceeds the maximum amount permitted under applicable law, the Holders and the Related Parties thereof (and any other payors thereof) shall, to the greatest extent permitted under applicable law, (i) characterize any non-principal payment as an expense, fee or premium rather than as interest, (ii) exclude voluntary prepayments and the effects thereof, and (iii) amortize, prorate, allocate, and spread the total amount of interest throughout the entire contemplated term of the instruments evidencing the Note Obligations in accordance with the amounts outstanding from time to time thereunder and the Highest Lawful Rate from time to time in effect under applicable law in order to lawfully charge the maximum amount of interest permitted under applicable law.

Section 9.7 Termination; Limited Survival . Issuer may, in its sole and absolute discretion at any time that no Note Obligation is owing under the Transaction Documents, elect in a notice delivered to the Holders to terminate this Agreement. Upon receipt by the Holders of such a notice, if no such Note Obligation is then owing, then this Agreement and all other Transaction Documents shall thereupon be terminated, and the parties thereto released from all prospective obligations thereunder; provided further , that any obligations hereunder in favor of the Holders of any Securities (other than the Notes) shall survive such termination. Notwithstanding the foregoing or anything herein to the contrary, any representation or warranty made by the Issuer or any of its Subsidiaries to the Holders herein,

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any waivers or admissions made by Issuer in any Transaction Document and any obligations which any Person may have to indemnify or compensate the Holders shall survive any termination of this Agreement or any other Transaction Document. At Issuer’s request and expense, the Holders shall prepare and execute all necessary instruments to reflect and effect such termination of the Transaction Documents. All representations and warranties and covenants made herein by the Issuer or the Guarantor or in any certificate or other instrument delivered by it or on its behalf under this Agreement shall be considered to have been relied upon by Purchaser and shall survive the issuance of the Securities regardless of any investigation made by or on behalf of Purchaser.

Section 9.8 Exchange or Substitution of Securities .

(a) Registration of Securities . Issuer shall keep at its principal executive office a register for the registration and registration of transfers of the Securities (the “ Register ”). The name and address of each Holder, each transfer thereof and the name and address of each transferee of one or more Securities shall be registered in such Register. Prior to due presentment for registration of transfer, the Person in whose name any Security shall be registered shall be deemed and treated as the owner and Holder thereof for all purposes hereof, and Issuer shall not be affected by any notice or knowledge to the contrary. Issuer shall give to any Holder, promptly upon request therefor, a complete and correct copy of the names and addresses of all registered Holders of Securities.

(b) Replacement of Securities . Upon receipt by Issuer of evidence reasonably satisfactory to it of the ownership of and the loss, theft, destruction or mutilation of any Security, and (i) in the case of loss, theft or destruction, of indemnity reasonably satisfactory to it ( provided that if the Holder of such Security is, or is a nominee for, a Purchaser, such Person’s own unsecured agreement of indemnity shall be deemed to be satisfactory), or (ii) in the case of mutilation, upon surrender and cancellation thereof, Issuer at its own expense shall execute and deliver, in lieu thereof, a new Security of the same series, dated and, in the case of a Note, bearing interest from the date to which interest shall have been paid on such lost, stolen, destroyed or mutilated Security or dated the date of such lost, stolen, destroyed or mutilated Security if no interest shall have been paid thereon.

Section 9.9 Waiver of Jury Trial, Punitive Damages, Etc. ISSUER, FOR ITSELF AND EACH OF ITS SUBSIDIARIES, AND THE HOLDERS HEREBY:

(a) KNOWINGLY, VOLUNTARILY, INTENTIONALLY, AND IRREVOCABLY WAIVE, TO THE MAXIMUM EXTENT NOT PROHIBITED BY LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED HEREON, OR DIRECTLY OR INDIRECTLY AT ANY TIME ARISING OUT OF, UNDER OR IN CONNECTION WITH THE TRANSACTION DOCUMENTS OR THE PURCHASE AND SALE OF ANY SECURITIES CONTEMPLATED THEREBY OR ASSOCIATED THEREWITH, BEFORE OR AFTER MATURITY;

(b) CERTIFY THAT NO PARTY HERETO NOR ANY REPRESENTATIVE OR AGENT OR COUNSEL FOR ANY PARTY HERETO HAS REPRESENTED, EXPRESSLY OR OTHERWISE, OR IMPLIED THAT SUCH PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVERS; AND

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(c) ACKNOWLEDGE THAT IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT, THE OTHER TRANSACTION DOCUMENTS AND THE TRANSACTIONS CONTEMPLATED HEREBY AND THEREBY BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS CONTAINED IN THIS SECTION.

Section 9.10 Exhibits and Schedules; Additional Definitions . All Exhibits and Schedules to this Agreement are a part hereof for all purposes.

Section 9.11 Confidentiality of Holders .

(a) Each Holder agrees, severally and not jointly, to use the same degree of care as such Holder uses to protect its own confidential information to keep confidential any information furnished to it which the Issuer identifies in writing as being proprietary or confidential (the “ Issuer Confidential Information ”), except such information that (a) was in the public domain prior to the time it was furnished to such Holder, (b) is or becomes (through no willful or improper action or inaction by such Holder) generally available to the public, (c) was in its possession or known by such Holder without restriction prior to receipt from the Issuer, (d) was rightfully disclosed to such Holder by a third party without restriction or (e) was independently developed without any use of the Issuer’s confidential information. Notwithstanding the foregoing, each Holder may disclose such proprietary or confidential information to any former partner who has retained an economic interest in such Holder, current or prospective partner, limited partner, general partner or management company of such Holder (or any employee or representative of any of the foregoing) (each of the foregoing persons, a “ Permitted Disclosee ”) or legal counsel, accountants or representatives for such Holder or Permitted Disclosee; provided, however, that any such Permitted Disclosee to whom Issuer confidential information is disclosed shall be subject to the confidentiality provisions of the operating agreements of such Holder. Furthermore, nothing contained herein shall prevent any Holder or Permitted Disclosee from (a) entering into any business, entering into any agreement with a third party, or investing in or engaging in investment discussions with any other company (whether or not competitive with the Issuer), provided that such Holder or Permitted Disclosee does not, except as permitted in accordance with this Section 9.11 , disclose any proprietary or confidential information of the Issuer in connection with such activities, or (b) making any disclosures required by law, rule, regulation or court or other governmental order.

(b) Subject to Section 9.11(c) , each of the Holders may disclose Issuer Confidential Information to its respective directors, officers, members, partners, employees, and agents (including attorneys, accountants, and consultants) to whom such disclosure is reasonably necessary for the execution or effectuation hereof, provided such Holder notifies the Issuer that the Issuer Confidential Information disclosed to them is subject to this section and requires them not to disclose or use such information in breach of this Section. Subject to Section 9.11(c) , each Holder may also disclose Issuer Confidential Information to (i) any other Holder of any Securities, (ii) any Person to which it sells or offers to sell such Securities or any part thereof or

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any participation therein (if such Person has agreed in writing prior to its receipt of such Issuer Confidential Information to be bound by the provisions of this Section 9.11 ), (iii) any federal or state regulatory authority having jurisdiction over it, or (iv) to effect compliance with any law, rule, regulation or order applicable to it, (v) in response to any subpoena or other legal process, (vi) in connection with any litigation to which it is a party or (vi) if an Event of Default has occurred and is continuing, to the extent it may reasonably determine such delivery and disclosure to be necessary or appropriate in the enforcement or for the protection of the rights and remedies under the Transaction Documents.

(c) If any Holder is requested or required by legal process (including law or regulation, oral questions, interrogatories, request for information or documents, subpoena, and civil investigative demand) to disclose any Issuer Confidential Information, if and to the extent legally permitted to do so, such Holder shall promptly notify the Issuer of such request prior to complying with such process so that the Issuer may seek an appropriate protective order or waive the respondent’s compliance with this Section. If, after such notice and after providing the Issuer a reasonable opportunity to obtain a protective order or to grant such waiver (so long as the granting of such time does not put such Holder in breach of its obligations to disclose), such Holder is nonetheless legally compelled to disclose such information, such Holder may do so without liability under this Section.

(d) Any Issuer Confidential Information which becomes publicly available through no breach by the relevant party hereunder or a breach by a third party of a confidential obligation to the relevant party hereunder shall no longer be deemed to be Issuer Confidential Information.

(e) It is further understood and agreed that money damages would not be sufficient remedy for any breach of the obligations of this Section 9.11 and that Issuer may be entitled to specific performance, including, without limitation, injunctive relief, as a remedy for any such breach. Such remedy shall not be deemed to be the exclusive remedy for breach hereunder but shall be in addition to all other remedies available at law or equity.

Section 9.12 Delivery of Documents by Facsimile . Delivery of an executed counterpart of this Agreement or of any other documents in connection with this Agreement or the Transaction Documents (except any Notes or stock certificates) by facsimile will be deemed as effective delivery of an originally executed counterpart.

Section 9.13 Successors and Assigns . Except as otherwise expressly provided herein, this Agreement shall inure to the benefit of and be binding upon the successors and assigns of each of the parties (including any Purchaser or subsequent Holder) whether so expressed or not.

Section 9.14 Counterparts . Two or more duplicate originals of this Agreement may be signed by the parties, each of which shall be an original but all of which together shall constitute one and the same instrument.

Section 9.15 Severability . In the event that any one or more of the provisions contained herein, or the application thereof in any circumstance, is held invalid, illegal or unenforceable, the validity, legality and enforceability of any such provision in every other respect and of the remaining provisions contained herein shall not be affected or impaired thereby.

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Section 9.16 Expenses . The Issuer shall pay all reasonable costs and expenses incurred by the Purchasers or any Holder (a) relating to the negotiation, preparation, execution and delivery of this Agreement and the other Transaction Documents and the issuance of the Securities (including, without limitation, reasonable fees, office charges and expenses of counsel to the Purchasers), (b) relating to printing the instruments evidencing the Securities, (c) relating to any amendments, waivers or consents (whether or not executed) under this Agreement to the same extent as set forth in clause (a) and (b) above, (d) relating to the filing, recording, refiling and re-recording of any Transaction Document and any other documents or instruments or further assurances required to be filed or recorded or refiled or re-recorded by the terms of any Transaction Document, or any other event with respect to which Issuer shall have the right to recover from any party expenses or costs paid or reimbursed to Holders, (e) incident to the enforcement by the Holders of, or the protection or preservation of any right or remedy of the Holders under, this Agreement, the other Transaction Documents or any other document or agreement furnished pursuant hereto or thereto or in connection herewith or therewith (including, without limitation, reasonable fees and expenses of counsel) and (f) relating to any bankruptcy, insolvency or other similar action or proceeding in any jurisdiction involving the Issuer. The Issuer’s obligations under this Section 9.16 shall survive the payment of the Notes. In no event shall any waiver of the provisions set forth in Section 6.2(c) with respect to any Closing Date be deemed a waiver of the payment of the fees, costs and expenses required to be paid by the Issuer to the Purchasers pursuant to the terms of this Agreement. For purposes of clarification, the Issuer hereby agrees to reimburse Schorr Parties, Passen Parties and SKH Investments LLC for all reasonable fees, costs and expenses incurred in connection with the transactions contemplated hereby promptly upon receipt of a request for payment thereof accompanied by reasonable documentation of such expenses.

Section 9.17 Specific Performance . Issuer recognizes that money damages may be inadequate to compensate the Holders for a breach by the Issuer of its obligations hereunder, and the Issuer irrevocably agrees that the Holders shall be entitled to the remedy of specific performance or the granting of such other equitable remedies as may be awarded by a court of competent jurisdiction in order to afford the Holders the benefits of this Agreement and that Issuer shall not object and hereby waive any right to object to such remedy or such granting of other equitable remedies on the grounds that money damages will be sufficient to compensate the Holders.

Section 9.18 Termination of Prior Agreements . For the avoidance of doubt, upon the effectiveness of this Agreement, the Original Note Purchase Agreement and the First Amended Purchase Agreement shall be deemed amended and restated and superseded in their entirety by this Agreement and neither the Original Note Purchase Agreement or the First Amended Purchase Agreement shall have any further force or effect.

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SECTION 10

GUARANTEE

Section 10.1 The Guaranty . The Guarantor hereby guarantees as a primary obligor and not as a surety to each Purchaser and each subsequent Holder the prompt payment in full when due (whether upon stated maturity, demand, by acceleration or otherwise) of the principal of and interest (including any interest, fees, costs or charges that would accrue but for the provisions of the Bankruptcy Code after any bankruptcy or insolvency petition under the Bankruptcy Code) on the Notes held by the Holders thereof, and all other Note Obligations from time to time owing to the Holders by the Issuer, under this Agreement and under the Notes and by the Issuer under any of the other Transaction Documents, and all Note Obligations of the Issuer to any Holder, in each case strictly in accordance with the terms thereof (such obligations being herein collectively called the “ Guaranteed Obligations ”). The Guarantor hereby agrees that if the Issuer shall fail to pay in full when due (whether upon maturity, by acceleration or otherwise) any of the Guaranteed Obligations, the Guarantor will promptly pay the same, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Guaranteed Obligations, the same will be promptly paid in full when due (whether at extended maturity, by acceleration or otherwise) in accordance with the terms of such extension or renewal.

Section 10.2 Obligations Unconditional . The obligations of the Guarantor under Section 10.1 are absolute, irrevocable and unconditional, irrespective of the value, genuineness, validity, regularity, avoidance, subordination or enforceability of the obligations of the Issuer under this Agreement, the Notes or any other agreement or instrument referred to herein or therein, or any substitution, release or exchange of any other guarantee of or security for any of the Guaranteed Obligations, and, to the fullest extent permitted by applicable law, irrespective of any other circumstance whatsoever that might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor (except for payment in full). Without limiting the generality of the foregoing, it is agreed that the occurrence of any one or more of the following shall not alter or impair the liability of the Guarantor hereunder which shall remain absolute, irrevocable and unconditional under any and all circumstances as described above:

(a) at any time or from time to time, without notice to the Guarantor, the time for any performance of or compliance with any of the Guaranteed Obligations shall be extended, or such performance or compliance shall be waived;

(b) any of the acts mentioned in any of the provisions of this Agreement or the Notes or any other agreement or instrument referred to herein or therein shall be done or omitted;

(c) the maturity of any of the Guaranteed Obligations shall be accelerated, or any of the Guaranteed Obligations shall be amended in any respect, or any right under this Agreement, the Notes or any other Transaction Document or any other agreement or instrument referred to herein or therein shall be amended or waived in any respect or any other guarantee of any of the Guaranteed Obligations or any security therefor shall be released or exchanged in whole or in part or otherwise dealt with;

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(d) any Lien or security interest granted to, or in favor of, any Holder or the Collateral Agent as security for any of the Guaranteed Obligations shall fail to be perfected or shall fail to have the priority contemplated by the Collateral Documents;

(e) the consent, forbearance or granting of any indulgence by, or on behalf of Holders with respect to any provision of any of the Transaction Documents;

(f) the election of any remedy available under the Transaction Documents, or on behalf of, the Holders with respect to all or any part of the Guaranteed Obligations;

(g) the absence of any attempt by, or on behalf of, the Holders to collect, or to take any other action to enforce, all or any part of the Guaranteed Obligations whether from or against the Issuer or any other Person;

(h) the election by, or on behalf of, the Holders, in any proceeding instituted under Chapter 11 of the Bankruptcy Code with respect to the Issuer or the Guarantor, of the application of Section 1111(b)(2) of the Bankruptcy Code;

(i) any borrowing or grant of a security interest by the Issuer, as debtor-in-possession, under Section 364 of the Bankruptcy Code; or

(j) the disallowance, under Section 502 of the Bankruptcy Code, of all or any portion of the claims against the Issuer held by any of the Holders, for repayment of all or any part of the Guaranteed Obligations or any expenses.

The Guarantor hereby expressly waive diligence, presentment, demand of payment, filing of claims with a court in the event of receivership or bankruptcy of the Issuer or any other Person (other than the Guarantor to the extent required by the Bankruptcy Code), protest and all notices whatsoever, and any requirement that the Holders or any Affiliates thereof exhaust any right, power or remedy or proceed against the Issuer under this Agreement or the Notes or any other agreement or instrument referred to herein or therein, or against any other Person under any other guarantee of, or security for, any of the Guaranteed Obligations. The Guarantor waives any and all notice of the creation, renewal, extension, waiver, termination or accrual of any of the Guaranteed Obligations and notice of or proof of reliance by any Purchaser thereof or the Holders upon this Guaranty or acceptance of this guarantee, and the Guaranteed Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred in reliance upon this Guaranty, and all dealings between the Issuer and the Holders thereof shall likewise be conclusively presumed to have been had or consummated in reliance upon this guarantee. This guarantee shall be construed as a continuing, absolute, irrevocable and unconditional guarantee of payment without regard to any right of offset with respect to the Guaranteed Obligations at any time or from time to time held by the Holders thereof, and the obligations and liabilities of the Guarantor hereunder shall not be conditioned or contingent upon the pursuit by the Holders thereof or any other Person at any time of any right or remedy against the Issuer or against any other Person which may be or become liable in respect of all or any part of the Guaranteed Obligations or against any collateral security or guarantee therefor or right of offset with respect thereto. This guarantee shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon the Guarantor and the successors and assigns thereof, and shall inure to the benefit of the Holders, and their successors and assigns, notwithstanding that from time to time during the term of this Agreement there may be no Guaranteed Obligations outstanding.

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Section 10.3 Reinstatement . The obligations of the Guarantor under this Section 10 shall be automatically reinstated if and to the extent that for any reason any payment by or on behalf of the Issuer in respect of the Guaranteed Obligations is rescinded or must be otherwise restored by any holder of any of the Guaranteed Obligations, whether as a result of any proceedings in bankruptcy or reorganization or otherwise. The Guarantor agrees that it will indemnify the Holders on demand for all reasonable costs and expenses (including reasonable fees of counsel) incurred by the Holders in connection with such rescission or restoration, including any such costs and expenses incurred in defending against any claim alleging that such payment constituted a preference, fraudulent transfer or similar payment under any bankruptcy, insolvency or similar law, other than any costs or expenses resulting from the gross negligence or bad faith of such Person.

Section 10.4 Subrogation; Subordination . The Guarantor hereby agrees that until the indefeasible payment and satisfaction in full in cash of all Guaranteed Obligations it shall not exercise any right or remedy arising by reason of any performance by it of its guarantee in Section 10.1 , whether by subrogation or otherwise, against the Issuer of any of the Guaranteed Obligations or any security for any of the Guaranteed Obligations. The payment of any amounts due with respect to any indebtedness of the Issuer now or hereafter owing to any Guarantor by reason of any payment by such Guarantor under the Guaranty in this Section 10 is hereby subordinated to the prior indefeasible payment in full in cash of the Guaranteed Obligations. The Guarantor agrees that it will not demand, sue for or otherwise attempt to collect any such indebtedness of the Issuer to such Guarantor until the Note Obligations shall have been indefeasibly paid in full in cash. If, notwithstanding the foregoing sentence, the Guarantor shall prior to the indefeasible payment in full in cash of the Guaranteed Obligations collect, enforce or receive, whether partial or complete, voluntary or involuntary, and whether by reason of liquidation, bankruptcy, arrangement, receivership, assignment for the benefit of creditors or any other action or proceeding, or if the business of the Issuer is dissolved or if substantially all of the assets of the Issuer are sold, then, and in any such event, any payment or distribution of any kind or character, either in cash, securities or other property, any amounts in respect of such indebtedness, such amounts shall be collected, enforced and received by the Guarantor as trustee for the Holders and be paid over to Holders on account of the Guaranteed Obligations without affecting in any manner the liability of the Guarantor under the other provisions of the guarantee contained herein.

Section 10.5 Remedies . The Guarantor agrees that, as between such Guarantor and the Holders, the obligations of the Issuer under this Agreement and the Notes may be declared to be forthwith due and payable as provided in Section 8 (and shall be deemed to have become automatically due and payable in the circumstances provided in Section 8.2 ) for purposes of Section 10.1 , notwithstanding any stay, injunction or other prohibition preventing such declaration (or such obligations from becoming automatically due and payable) as against the Issuer and that, in the event of such declaration (or such obligations being deemed to have become automatically due and payable), such obligations (whether or not due and payable by the Issuer) shall forthwith become due and payable by the Guarantor for purposes of Section 10.1 .

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Section 10.6 Instrument for the Payment of Money . The Guarantor hereby acknowledges that the guarantee in this Section 10 constitutes an instrument for the payment of money, and consents and agrees that the Holders, at their sole option, in the event of a dispute by such Guarantor in the payment of any moneys due hereunder, shall have the right to bring a motion-action under New York CPLR Section 3213.

Section 10.7 Continuing Guaranty . The Guaranty in this Section 10 is a continuing guarantee, and shall apply to all Guaranteed Obligations whenever arising.

Section 10.8 General Limitation on Guaranty Obligations . In any action or proceeding involving any state corporate law, or any state, Federal or foreign bankruptcy, insolvency, reorganization or other law affecting the rights of creditors generally, if the obligations of a Guarantor under Section 10.1 would otherwise be held or determined to be void, voidable, invalid or unenforceable, or subordinated to the claims of any other creditors, on account of the amount of its liability under Section 10.1 , then, notwithstanding any other provision to the contrary, the amount of such liability shall, without any further action by such Guarantor, the Holders or any other Person, be automatically limited and reduced to the highest amount that is valid and enforceable and not subordinated to the claims of other creditors as determined in such action or proceeding.

Section 10.9 Authorization to Amend . Holders are hereby authorized, without notice or demand and without affecting the liability of the Guarantor hereunder, from time to time, (a) to otherwise renew, extend, accelerate or otherwise change the time for payment of, or other terms relating to, all or any part of the Guaranteed Obligations, or to otherwise modify, amend or change the terms of any of the Transaction Documents in accordance and pursuant to the terms of the relevant Transaction Document under which the relevant Guaranteed Obligations arise; (b) to accept partial payments on all or any part of the Guaranteed Obligations; (c) to take and hold security or collateral for the payment of all or any part of the Guaranteed Obligations, this Guaranty, or any other guaranties of all or any part of the Guaranteed Obligations or other liabilities of the Issuer, or any of them; (d) to exchange, enforce, waive and release any such security or collateral; (e) to apply such security or collateral and direct the order or manner of sale thereof as in its discretion it may determine; and (f) to settle, release, exchange, enforce, waive, compromise or collect or otherwise liquidate all or any part of the Guaranteed Obligations, this Guaranty, any other guaranty of all or any part of the Guaranteed Obligations, and any security or collateral for the Guaranteed Obligations or for any such guaranty, irrespective of the effect on the contribution or subrogation rights of any Guarantor. Any of the foregoing may be done in any manner, without affecting or impairing the obligations of the Guarantor hereunder.

Section 10.10 Enforcement; Application of Payments . Upon the occurrence and during the continuance of an Event of Default, the Tranche B Requisite Holders, and upon the occurrence and continuation of an Event of Default described in Section 8.1(a)(i) above, the Tranche A Requisite Holders, may proceed directly and at once, without notice, against the Guarantor to obtain performance of and to collect and recover the full amount, or any portion, of the Guaranteed Obligations owing to the Holders, without first proceeding against the Issuer or any other Person, or against any security or collateral for the Guaranteed Obligations. Subject only to the terms and provisions of the Collateral Documents and this Agreement, the

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Tranche B Requisite Holders and, following the Maturity Date of the Notes, the Tranche A Requisite Holders shall have the exclusive right to determine the application of payments and credits, if any, from the Guarantor, the Issuer or any other Person, on account of the Guaranteed Obligations or any other liability of the Guarantor to any of the Holders. For the avoidance of doubt, all such application of payments and credits shall all at all times be applied pro rata among the outstanding Tranche A Notes and outstanding Tranche B Notes.

Section 10.11 Financial Information . The Guarantor hereby assumes responsibility for keeping itself informed of the financial condition of the Issuer and any and all other endorsers of all or any part of the Guaranteed Obligations, and of all other circumstances bearing upon the risk of nonpayment of the Guaranteed Obligations, or any part thereof, that diligent inquiry would reveal, and the Guarantor hereby agrees that the Holders shall have no duty to advise any Guarantor of information known to it regarding such condition or any such circumstances. In the event any of the Holders, in its sole discretion, undertakes at any time or from time to time to provide any such information to any Guarantor, such Holder shall be under no obligation (i) to undertake any investigation not a part of its regular business routine, (ii) to disclose any information which such Holder, pursuant to accepted or reasonable commercial finance or banking practices, wishes to maintain confidential or (iii) to make any other or future disclosures of such information or any other information to any Guarantor.

Section 10.12 No Marshalling . The Guarantor consents and agrees that none of the Holders or any Person acting for or on behalf of the Holders, shall be under any obligation to marshal any assets in favor of the Guarantor or against or in payment of any or all of the Guaranteed Obligations.

Section 10.13 Enforcement; Amendments; Waivers . No delay on the part of any of the Holders in the exercise of any right or remedy arising under this Guaranty, the Collateral Documents, any of the other Transaction Documents or otherwise with respect to all or any part of the Guaranteed Obligations, the Collateral or any other guaranty of or security for all or any part of the Guaranteed Obligations shall operate as a waiver thereof, and no single or partial exercise by any of the Holders of any such right or remedy shall preclude any further exercise thereof. No modification or waiver of any of the provisions of this Guaranty shall be binding upon any of the Holders or the Collateral Agent, except as expressly set forth in a writing duly signed and delivered by the Collateral Agent and the Requisite Tranche B Holders. Failure by any of the Holders at any time or times hereafter to require strict performance by the Issuer, any other guarantor of all or any part of the Guaranteed Obligations or any other Person of any of the provisions, warranties, terms and conditions contained in any of the Transaction Documents now or at any time or times hereafter executed by such Persons and delivered to any of the Holders shall not waive, affect or diminish any right of any of the Holders at any time or times hereafter to demand strict performance thereof and such right shall not be deemed to have been waived by any act or knowledge of any of the Holders (or their respective agents, officers or employees), unless such waiver is contained in an instrument in writing, directed and delivered to the Issuer or the Guarantor, as applicable, specifying such waiver, and is signed by the Tranche B Requisite Holders. No waiver of any Event of Default by the Holders shall operate as a waiver of any other Event of Default or the same Event of Default on a future occasion, and no action by any of the Holders permitted hereunder shall in any way affect or impair any Holder’s rights and remedies or the obligations of the Guarantor under this Guaranty.

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Any determination by a court of competent jurisdiction of the amount of any principal and/or interest owing by the Issuer to any Holder shall be conclusive and binding on the Guarantor irrespective of whether the Guarantor was a party to the suit or action in which such determination was made.

Section 10.14 Release of Guarantor . Upon (i) any disposition by the Issuer of 100% of its equity interests in Guarantor to any non-affiliated Person for fair value in all respects pursuant to Section 5.2(g) hereof, and (ii) the delivery to the Collateral Agent of the net proceeds, if any, of any such transaction to be held as additional collateral for the Note Obligations then the Collateral Agent will immediately release its lien on the assets of Guarantor and the Guarantor’s obligations under this Section 10 shall terminate, and the Collateral Agent and the Holders shall execute and deliver to Guarantor reasonable and customary documentation effecting the same, at Guarantor’s reasonable expense.

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IN WITNESS WHEREOF, the parties hereto have executed and delivered this Agreement as of the date first written above.


ISSUER:

SPIRIT AIRLINES, INC. , a Delaware corporation

By:	/s/ Ben Baldanza
Name:	Ben Baldanza
Title:	Chief Executive Officer

GUARANTOR:

SPIRIT AVIATION SERVICES, LLC , a Michigan limited liability company

By:	SPIRIT AIRLINES, INC.,
	its sole member

	By:	/s/ Ben Baldanza
	Name:	Ben Baldanza
	Title:	Chief Executive Officer

COLLATERAL AGENT:

WELLS FARGO BANK NORTHWEST, NATIONAL ASSOCIATION

By:	/s/ Michael D. Hoggan
Name:	Michael D. Hoggan
Title:	Vice President


OAKTREE PURCHASERS:

OCM SPIRIT HOLDINGS II, LLC

By:	Oaktree Capital Management, LLC,
	its managing member

	By:	/s/ Richard J. Goldstein
	Name:	Richard J. Goldstein
	Title:	Managing Director

	By:	/s/ Jimmy L. Price, III
	Name:	Jimmy L. Price, III
	Title:	Vice President

OCM SPIRIT HOLDINGS III, LLC

By:	Oaktree Capital Management, LLC,
	its managing member

	By:	/s/ Richard J. Goldstein
	Name:	Richard J. Goldstein
	Title:	Managing Director

	By:	/s/ Jimmy L. Price, III
	Name:	Jimmy L. Price, III
	Title:	Vice President

OCM SPIRIT HOLDINGS III-A, LLC

By:	Oaktree Capital Management, LLC,
	its managing member

	By:	/s/ Richard J. Goldstein
	Name:	Richard J. Goldstein
	Title:	Managing Director

	By:	/s/ Jimmy L. Price, III
	Name:	Jimmy L. Price, III
	Title:	Vice President


INDIGO PURCHASERS:

INDIGO MIRAMAR LLC, a Delaware limited liability company

By:	INDIGO MANAGEMENT LLC, a Delaware limited liability company, its manager

By:	/s/ William A. Franke
	Name:	William A. Franke
	Its:	Manager

INDIGO FLORIDA, L.P., a Cayman Islands exempted limited partnership

By:	INDIGO PACIFIC PARTNERS L.P., a Cayman Islands exempted limited partnership, its general partner

By:	INDIGO PACIFIC MANAGEMENT LP,
	A Cayman Islands exempted limited partnership, its general partner

By:	INDIGO PACIFIC CAPITAL LLC,
	a Delaware limited liability company, its general partner

By:	INDIGO PACIFIC PARTNERS LLC,
	a Delaware limited liability company, its sole member

By:	/s/ William A. Franke
	Name:	William A. Franke
	Its:	Managing Member


EXISTING PURCHASERS:

/s/ Jacob M. Schorr, Ph.D
JACOB M. SCHORR, PH.D

/s/ Julianne B. Schorr
JULIANNE B. SCHORR

/s/ Mark Kahan
MARK KAHAN

/s/ Selvin Passen
SELVIN PASSEN

NEVADA SPIRIT, LLC

By:		Passen Enterprises, LLC, Sole Member

By:		/s/ Selvin Passen
		Selvin Passen, M.D., Manager

THE DAVID B. SCHORR TRUST U/T/A DATED DECEMBER 31, 1977

By:		/s/ Julianne B. Schorr
		Julianne B. Schorr, its Trustee


THE ELLIOT A. SCHORR TRUST U/T/A DATED DECEMBER 31, 1977

By:		/s/ Julianne B. Schorr
		Julianne B. Schorr, its Trustee

THE RAPHAEL A. SCHORR TRUST U/T/A DATED DECEMBER 31, 1977

By:		/s/ Julianne B. Schorr
		Julianne B. Schorr, its Trustee

THE DINA L. SCHORR TRUST U/T/A DATED JULY 1, 1980

By:		/s/ Jacob M. Schorr
		Jacob M. Schorr, Ph.D, its Trustee

TAURUS INVESTMENT PARTNERS LLC , an Alaskan limited liability company

By:		/s/ Jacob M. Schorr
Name:		Jacob M. Schorr, Ph.D
Title:		Managing Member

EXHIBIT A

PARI PASSU INDEBTEDNESS

EXHIBIT B

INTENTIONALLY OMITTED

EXHIBIT C

SUBORDINATED INDEBTEDNESS

EXHIBIT D-1

FORM OF TRANCHE A NOTE

EXHIBIT D-2

FORM OF TRANCHE B NOTE

EXHIBIT E-1

PRE-CLOSING SECURITIES

EXHIBIT E-2

INITIAL CLOSING SECURITIES

EXHIBIT F

RELATIVE PERCENTAGES

EXHIBIT G

FORM OF SECRETARY’S CERTIFICATE

EXHIBIT H

FORM OF OFFICER’S CERTIFICATE

EXHIBIT I

EXECUTED SECURITY DOCUMENTS

EXHIBIT J

CERTIFICATE OF AMENDMENT

SCHEDULE 1

TARGET POINTS

REGARDING RETIRED MD-80 CHARGES

SCHEDULE 2

FIRST AMENDMENT TO

AMENDED AND RESTATED SECURITIES PURCHASE AGREEMENT

THIS FIRST AMENDMENT TO AMENDED AND RESTATED SECURITIES PURCHASE AGREEMENT (this “ Amendment ”) is dated as of December 12, 2008, and is being entered into by and among Spirit Airlines, Inc., a Delaware corporation (the “ Issuer ”); Spirit Aviation Services, LLC, a Michigan limited liability company (“ Spirit Aviation ”); the Requisite Holders party hereto and the GS Guaranty Parties (as defined below).

RECITALS:

WHEREAS, the Issuer, Spirit Aviation, OCM Spirit Holdings II, LLC, a Delaware limited liability company, OCM Spirit Holdings III, LLC, a Delaware limited liability company; OCM Spirit Holdings III-A, LLC, a Delaware limited liability company, Indigo Florida L.P., a Cayman Islands exempt limited partnership, Indigo Miramar LLC, a Delaware limited liability company, Jacob Schorr, Julianne B. Schorr, The David B. Schorr Trust U/T/A dated December 31, 1977, The Dina L. Schorr Trust U/T/A dated July 1, 1980, The Elliott A. Schorr Trust U/T/A dated December 31, 1977, The Raphael A. Schorr Trust U/T/A dated December 31, 1977, Taurus Investment Partners LLC, an Alaskan limited liability company, Selvin Passen, Nevada Spirit, LLC, a Nevada limited liability company, Mark Kahan and Wells Fargo Bank Northwest, National Association, as Collateral Agent entered into that certain Amended and Restated Securities Purchase Agreement dated as of July 13, 2006 (the “ Purchase Agreement ”);

WHEREAS, certain affiliates of the Tranche B Purchasers are concurrently herewith entering into that certain commitment letter dated as of even date herewith pursuant to which such affiliates of Tranche B Purchasers have agreed to make certain payments on behalf of the Issuer;

WHEREAS, in consideration for the agreement to make such payments, the Issuer and Spirit Aviation hereby agree to modify certain obligations of the Tranche B Purchasers under the Purchase Agreement to purchase additional securities to be issued by the Issuer;

WHEREAS, the undersigned Holders constitute Requisite Holders;

WHEREAS, subject to the terms and conditions hereinafter set forth, the parties hereto agree to amend the Purchase Agreement as provided herein.

NOW THEREFORE, the parties hereto agree as follows:

SECTION 1 DEFINITIONS. Capitalized terms used but not defined herein are used as defined in the Purchase Agreement.

SECTION 2 AMENDMENTS.

2.1 Section 1.1 of the Purchase Agreement is hereby amended by adding the following definitions:

“ GS Commitment Letter ” means that certain commitment letter dated as of December 12, 2008 among the GS Guaranty Parties in favor of GS.

“ GS Guaranty Parties ” means Indigo Pacific Partners L.P., a Cayman Islands exempt limited partnership, Long Bar Miramar LLC, a Delaware limited liability company, OCM Principal Opportunities Fund II, L.P., a Delaware limited partnership, OCM Principal Opportunities Fund III, L.P., a Delaware limited partnership, SAHC Holdings LLC, Highfields Capital I LP and Highfields Capital II LP.

2.2 Section 2.2(d) of the Purchase Agreement is hereby amended and restated in its entirety as follows: “In the event that one or more of the GS Guaranty Parties makes a payment on its Commitment (as defined in the GS Commitment Letter), the Company shall, no later than 3 business days following the written request by the Requisite Holders, which request may be made in the sole and absolute discretion of the Requisite Holders, issue additional Tranche B Notes to each GS Guaranty Party that makes a payment on its Commitment in a principal amount equal to the payment made by such GS Guaranty Party with respect to such Commitment, in which case each GS Guaranty Party that is issued additional Tranche B Notes shall execute a counterpart of this Agreement and become a Holder hereunder. Except as set forth herein, in no event shall any Holder have any obligation to purchase additional Tranche B Notes.”

2.3 The last sentence of Section 2.3 of the Purchase Agreement is hereby amended and restated in its entirety as follows: “At any Subsequent Closing, the Issuer shall deliver to each GS Guaranty Party the principal amount of Tranche B Notes to be issued to such party pursuant to the terms of Section 2.2(d) hereof, registered in the names of such GS Guaranty Party (or in the name of a nominee of such GS Guaranty Party, so long as such nominee is an Affiliate of the GS Guaranty Party and is designated in writing by such GS Guaranty Party), each dated such Subsequent Closing Date.”

2.4 Section 4.2(h) of the Purchase Agreement is hereby amended to delete the reference to “and each Subsequent Closing”.

2.5 Section 6.4 of the Purchase Agreement is hereby deleted in its entirety.

2.6 Section 6.5 of the Purchase Agreement is hereby deleted in its entirety.

SECTION 3 CONDITION PRECEDENT. The provisions of this Amendment shall be effective as of the date first set forth above when, and only when the Issuer, the Guarantor and the Requisite Holders have executed counterparts of this Amendment duly executed and delivered by authorized officers thereof.

SECTION 4 REPRESENTATIONS. Each party hereto hereby represents and warrants:

hereby. (ii) Such party, if a natural person, has the requisite legal capacity to execute and deliver this Amendment and to perform its obligations hereunder and to consummate the transactions contemplated hereby.

4.2 Authorization; Enforceability . The execution and delivery by such party of this Amendment, and the performance of its obligations hereunder, have been duly and validly authorized by all necessary actions of such party. This Amendment has been duly and validly executed and delivered by such party and constitutes the legal, valid and binding obligations of such party, enforceable against such party, in accordance with its terms, except to the extent such enforceability (a) may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to creditors’ rights generally and (b) is subject to general principles of equity.

4.3 Compliance with Governmental Requirements and Other Instruments . The consummation of the transactions contemplated by this Amendment and the execution, delivery and performance of the Amendment will not (i) contravene, result in any breach of, or constitute a default under, any charter or bylaws or other organizational documents of such party, or material agreement or instrument to which such party is bound, (ii) conflict with or result in a breach of any of the terms, conditions or provisions of any Order of any court, arbitrator or Governmental Authority applicable to such party, or (iii) violate any provision of any statute or other rule or regulation of any Governmental Authority applicable to such party.

SECTION 5 GENERAL.

5.1 Transaction Document; Cross References .

(a) This Amendment is one of the Transaction Documents referred to in the Purchase Agreement and all provisions of the Purchase Agreement that pertain to Transaction Documents generally shall apply to this Amendment. Each of the Transaction Documents, including the Purchase Agreement and any and all other agreements, documents or instruments now or hereafter executed and delivered pursuant to the terms hereof or pursuant to the terms of the Purchase Agreement as amended hereby, are hereby amended so that any reference in such Transaction Documents to the Purchase Agreement shall be a reference to the Purchase Agreement, as amended hereby.

(b) Each Guarantor hereby consents to this Amendment and to the terms and conditions set forth herein and reaffirms all of its obligations as a guarantor thereof. Except as amended by this Amendment, the Transaction Documents, including the Purchase Agreement and the Collateral Documents, remain in full force and effect pursuant to their terms. As so amended, the Transaction Documents are hereby reaffirmed by the parties hereto. Each of the Issuer and Guarantor hereby further specifically reaffirm all grants of liens and security interests in favor of the Purchasers that are set forth in the Transaction Documents and confirm that as amended hereby, all of the Note Obligations thereunder remain secured by such liens and security interests.

5.2 Governing Law; Submission to Process. THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL

LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW. EACH OF THE ISSUER AND THE GUARANTOR HEREBY IRREVOCABLY SUBMITS ITSELF AND EACH OTHER RELATED PERSON TO THE NON-EXCLUSIVE JURISDICTION OF THE STATE AND FEDERAL COURTS SITTING IN THE STATE OF NEW YORK AND THE COUNTY OF NEW YORK AND AGREES AND CONSENTS THAT SERVICE OF PROCESS MAY BE MADE UPON IT OR ANY OF ITS SUBSIDIARIES IN ANY LEGAL PROCEEDING RELATING TO THE TRANSACTION DOCUMENTS OR THE NOTE OBLIGATIONS BY ANY MEANS ALLOWED UNDER NEW YORK OR FEDERAL LAW. EACH OF THE ISSUER AND THE GUARANTOR IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF THE VENUE OF ANY SUCH PROCEEDING BROUGHT IN SUCH A COURT AND ANY CLAIM THAT ANY SUCH PROCEEDING BROUGHT IN SUCH A COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM.

5.3 Waiver of Jury Trial, Punitive Damages, Etc . ISSUER, FOR ITSELF AND EACH OF ITS SUBSIDIARIES, AND THE HOLDERS HEREBY:

(b) CERTIFY THAT NO PARTY HERETO NOR ANY REPRESENTATIVE OR AGENT OR COUNSEL FOR ANY PARTY HERETO HAS REPRESENTED, EXPRESSLY OR OTHERWISE, OR IMPLIED THAT SUCH PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVERS; AND

(c) ACKNOWLEDGE THAT IT HAS BEEN INDUCED TO ENTER INTO THIS AMENDMENT AND THE TRANSACTIONS CONTEMPLATED HEREBY BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS CONTAINED IN THIS SECTION.

5.4 Delivery of Documents by Facsimile . Delivery of an executed counterpart of this Amendment by facsimile will be deemed as effective delivery of an originally executed counterpart.

5.5 Successors and Assigns . Except as otherwise expressly provided in the Purchase Agreement, this Amendment shall inure to the benefit of and be binding upon the successors and assigns of each of the parties (including any Purchaser or subsequent Holder) whether so expressed or not.

5.6 Counterparts . Two or more duplicate originals of this Amendment may be signed by the parties, each of which shall be an original but all of which together shall constitute one and the same instrument.

5.7 Severability . In the event that anyone or more of the provisions contained herein, or the application thereof in any circumstance, is held invalid, illegal or unenforceable, the validity, legality and enforceability of any such provision in every other respect and of the remaining provisions contained herein shall not be affected or impaired thereby.

[Remainder of page intentionally left blank.]

IN WITNESS WHEREOF, the parties hereto have executed and delivered this Amendment as of the date first written above.


ISSUER:

SPIRIT AIRLINES, INC., a Delaware corporation

By: /s/ David Lancelot
Name: David Lancelot
Title: SVP & CFO

GUARANTOR:

SPIRIT AVIATION SERVICES, LLC a Michigan limited liability company

By:		SPIRIT AIRLINES, INC., its sole member

		By: /s/ David Lancelot
		Name: David Lancelot
		Title: SVP & CFO


OAKTREE PURCHASERS:

OCM SPIRIT HOLDINGS II, LLC

By:		Oaktree Capital Management, LLC, its managing member

		By: /s/ Jordon Kruse
		Name: Jordon Kruse
		Title:

		By: /s/ Cass Traub
		Name: Cass Traub
		Title:

OCM SPIRIT HOLDINGS III, LLC

By:		Oaktree Capital Management, LLC, its managing member

		By: /s/ Jordon Kruse
		Name: Jordon Kruse
		Title:

		By: /s/ Cass Traub
		Name: Cass Traub
		Title:

OCM SPIRIT HOLDINGS III-A, LLC

By:		Oaktree Capital Management, LLC, Its managing member

		By: /s/ Jordon Kruse
		Name: Jordon Kruse
		Title:

		By: /s/ Cass Traub
		Name: Cass Traub
		Title:


INDIGO PURCHASERS:

INDIGO MIRAMAR LLC, a Delaware limited liability company

By:		INDIGO MANAGEMENT LLC a Delaware limited liability company, its manager

		By: /s/ Stephen L. Johnson
		Name: Steven L. Johnson
		Title: Vice President and Secretary

INDIGO FLORIDA, L.P., a Cayman Islands exempted limited partnership

By: INDIGO PACIFIC PARTNERS L.P. a Cayman Islands exempted limited partnership, its general partner

By:		INDIGO PACIFIC MANAGEMENTS LP, a Cayman Islands exempted limited partnership, its general partner

By:		INDIGO PACIFIC CAPITAL LLC, a Delaware limited liability company, its general partner

By:		INDIGO PACIFIC PARTNERS LLC, a Delaware limited liability company, its sole member

By:		/s/ Stephen L. Johnson
		Name: Steven L. Johnson
		Title: Vice President and Secretary


GS GUARANTY PARTIES:

OCM PRINCIPAL OPPORTUNITIES FUND II, L.P.

By: Its:		Oaktree Fund GP I, L.P. General Partner

By: /s/ Jordon Kruse
Name: Jordon Kruse
Title: Authorized Signatory

By: /s/ Cass Traub
Name: Cass Traub
Title: Authorized Signatory

OCM PRINCIPAL OPPORTUNITIES FUND III, L.P.

By: Its:		OCM Principal Opportunities Fund III GP, L.P. General Partner

By: /s/ Jordon Kruse
Name: Jordon Kruse
Title: Authorized Signatory

By: /s/ Cass Traub
Name: Cass Traub
Title: Authorized Signatory

INDIGO PACIFIC PARTNERS LP

a Cayman Islands exempted limited partnership

By:

Indigo Pacific Management LP

a Cayman Islands exempted limited

partnership, its General Partner

By: Indigo Pacific Capital LLC,

a Delaware limited liability company,

its General Partner

By: Indigo Pacific Partners LLC,

a Delaware limited liability company, its Managing Member

By:

/s/ Steven L. Johnson

Steven L. Johnson

Vice President and Secretary

LONG BAR MIRAMAR LLC

a Delaware limited liability company

By:

Indigo Management LLC

a Delaware limited liability company

its Managing Partner

By:

/s/ Steven L. Johnson

Steven L. Johnson

Vice President and Secretary

SECOND AMENDMENT TO

AMENDED AND RESTATED SECURITIES PURCHASE AGREEMENT

THIS SECOND AMENDMENT TO AMENDED AND RESTATED SECURITIES PURCHASE AGREEMENT (this “ Amendment ”) is dated as of February 28, 2011, and is being entered into by and among Spirit Airlines, Inc., a Delaware corporation (the “ Issuer ”); Spirit Aviation Services, LLC, a Michigan limited liability company (“ Spirit Aviation ”); and the Requisite Holders party hereto.

RECITALS:

WHEREAS, the Issuer has requested that the holders of the Notes extend the Maturity Date to April 30, 2012 except with respect to $20,000,000 of the Tranche A Notes which shall retain the Maturity Date of December 30, 2011;

WHEREAS, the undersigned Holders constitute Requisite Holders;

WHEREAS, subject to the terms and conditions hereinafter set forth, the parties hereto agree to amend the Purchase Agreement as provided herein.

NOW THEREFORE, the parties hereto agree as follows:

SECTION 1 DEFINITIONS. Capitalized terms used but not defined herein are used as defined in the Purchase Agreement.

SECTION 2 AMENDMENTS.

2.1 Section 1.1 of the Purchase Agreement is hereby amended by restating the following definitions:

Second Amendment to Purchase Agreement

“ Maturity Date ” means the earlier of (i) (x) with respect to the Unmodified Tranche A Notes, December 30, 2011, or the immediately preceding Business Day if December 30, 2011 is not a Business Day, and (y) with respect to the Tranche A Notes (other than the Unmodified Tranche A Notes) and the Tranche B Notes, April 30, 2012, or the immediately preceding Business Day if April 30, 2012 is not a Business Day, or (ii) the date on which a Change in Control occurs, or, if such date is not a Business Day, the immediately succeeding Business Day.

2.2 Section 1.1 of the Purchase Agreement is hereby amended by adding the following definitions:

“ Unmodified Tranche A Notes ” means Tranche A Notes in the outstanding principal amount of $20,000,000 issued to Holdings II that mature on the earlier of (i) December 30, 2011, or the immediately preceding Business Day if December 30, 2011 is not a Business Day, or (ii) the date on which a Change in Control occurs, or, if such date is not a Business Day, the immediately succeeding Business Day.

2.3 Section 2.1 of the Purchase Agreement is hereby amended by adding the following paragraph at the end thereof: “Notwithstanding anything to the contrary set forth in the Notes, the Notes shall mature pursuant to the terms of the Maturity Date. Notwithstanding anything to the contrary set forth in the Purchase Agreement, the parties hereto acknowledge and agree that as a result of the GS Guaranty Parties having made a $5,000,000 payment with respect to its Commitment (as defined in the GS Commitment Letter), the Issuer has duly authorized the issuance of Tranche B Notes to Holdings III in the principal amount of $1,607,142.85, OCM Principal Opportunities Fund II, L.P. in the principal amount of $714,285.71, Indigo Miramar LLC in the principal amount of $1,011,905 and Indigo Florida L.P. in the principal amount of $1,666,667.”

SECTION 4 REPRESENTATIONS. Each party hereto hereby represents and warrants:

4.1 Organization . (i) Such party, if not a natural person, has been duly formed and is validly existing as a legal entity in good standing under the laws of its jurisdiction of organization. Such party has full power and authority to execute and deliver this Amendment and to perform its obligations hereunder and to consummate the transactions contemplated hereby. (ii) Such party, if a natural person, has the requisite legal capacity to execute and deliver this Amendment and to perform his/her obligations hereunder and to consummate the transactions contemplated hereby.

4.2 Authorization; Enforceability . The execution and delivery by such party of this Amendment, and the performance of its obligations hereunder, have been duly and

Second Amendment to Purchase Agreement

validly authorized by all necessary actions of such party. This Amendment has been duly and validly executed and delivered by such party and constitutes the legal, valid and binding obligations of such party, enforceable against such party, in accordance with its terms, except to the extent such enforceability (a) may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to creditors’ rights generally and (b) is subject to general principles of equity.

SECTION 5 GENERAL.

5.1 Transaction Document; Cross References .

5.2 Governing Law; Submission to Process . THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW. EACH OF THE ISSUER AND THE GUARANTOR HEREBY IRREVOCABLY SUBMITS ITSELF AND EACH OTHER RELATED PERSON TO THE NON-EXCLUSIVE JURISDICTION OF THE STATE AND FEDERAL COURTS SITTING IN THE STATE OF NEW YORK AND THE COUNTY OF NEW YORK AND

Second Amendment to Purchase Agreement

AGREES AND CONSENTS THAT SERVICE OF PROCESS MAY BE MADE UPON IT OR ANY OF ITS SUBSIDIARIES IN ANY LEGAL PROCEEDING RELATING TO THE TRANSACTION DOCUMENTS OR THE NOTE OBLIGATIONS BY ANY MEANS ALLOWED UNDER NEW YORK OR FEDERAL LAW. EACH OF THE ISSUER AND THE GUARANTOR IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF THE VENUE OF ANY SUCH PROCEEDING BROUGHT IN SUCH A COURT AND ANY CLAIM THAT ANY SUCH PROCEEDING BROUGHT IN SUCH A COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM.

5.3 Waiver of Jury Trial, Punitive Damages, Etc . ISSUER, FOR ITSELF AND EACH OF ITS SUBSIDIARIES, AND THE HOLDERS HEREBY:

(c) ACKNOWLEDGE THAT IT HAS BEEN INDUCED TO ENTER INTO THIS AMENDMENT AND THE TRANSACTIONS CONTEMPLATED HEREBY BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS CONTAINED IN THIS SECTION.

5.4 Delivery of Documents by Facsimile . Delivery of an executed counterpart of this Amendment by facsimile will be deemed as effective delivery of an originally executed counterpart.

5.7 Severability . In the event that any one or more of the provisions contained herein, or the application thereof in any circumstance, is held invalid, illegal or unenforceable,

Second Amendment to Purchase Agreement

the validity, legality and enforceability of any such provision in every other respect and of the remaining provisions contained herein shall not be affected or impaired thereby.

[Remainder of page intentionally left blank.]

Second Amendment to Purchase Agreement

IN WITNESS WHEREOF, the parties hereto have executed and delivered this Amendment as of the date first written above.


ISSUER:

SPIRIT AIRLINES, INC. , a Delaware corporation

By:	/s/ David W. Lancelot
Name:	David W. Lancelot
Title:	Senior Vice President and Chief Financial Officer

GUARANTOR:

SPIRIT AVIATION SERVICES, LLC,
a Michigan limited liability company

By:	SPIRIT AIRLINES, INC.,
	its sole member

	By:	/s/ David W. Lancelot
	Name:	David W. Lancelot
	Title:	Senior Vice President and Chief Financial Officer

Second Amendment to Purchase Agreement


OAKTREE PURCHASERS:

OCM SPIRIT HOLDINGS II, LLC

By:	Oaktree Capital Management, LLC, its managing member

	By:	/s/ Jordon L. Kruse
	Name:	Jordon L. Kruse
	Title:	Managing Director

	By:	/s/ David Quick
	Name:	David Quick
	Title:	Vice President


OCM SPIRIT HOLDINGS III, LLC

By:	Oaktree Capital Management, LLC, its managing member

	By:	/s/ Jordon L. Kruse
	Name:	Jordon L. Kruse
	Title:	Managing Director

	By:	/s/ David Quick
	Name:	David Quick
	Title:	Vice President


OCM SPIRIT HOLDINGS III-A, LLC

By:	Oaktree Capital Management, LLC, its managing member

	By:	/s/ Jordon L. Kruse
	Name:	Jordon L. Kruse
	Title:	Managing Director

	By:	/s/ David Quick
	Name:	David Quick
	Title:	Vice President

Second Amendment to Purchase Agreement


OCM PRINCIPAL OPPORTUNITIES FUND II, L.P.

By:	Oaktree Fund GP I, L.P.
Its:	General Partner

	By:	/s/ Jordon L. Kruse
	Name:	Jordon L. Kruse
	Title:	Managing Director

	By:	/s/ David Quick
	Name:	David Quick
	Title:	Vice President

Second Amendment to Purchase Agreement


INDIGO PURCHASERS:

INDIGO MIRAMAR LLC, a Delaware limited liability company

By:		INDIGO MANAGEMENT LLC, a
		Delaware limited liability company, its manager

By:		/s/ William A. Franke
		Name: William A. Franke
		Its: Manager


INDIGO FLORIDA, L.P., a Cayman Islands exempted limited partnership

By:		INDIGO PACIFIC PARTNERS L.P.,
		a Cayman Islands exempted limited partnership, its general partner

By:		INDIGO PACIFIC MANAGEMENT LP,
		A Cayman Islands exempted limited partnership, its general partner

By:		INDIGO PACIFIC CAPITAL LLC,
		a Delaware limited liability company, its general partner

By:		INDIGO PACIFIC PARTNERS LLC,
		a Delaware limited liability company, its sole member


By:		/s/ William A. Franke
		Name: William A. Franke
		Its: Managing Member

Second Amendment to Purchase Agreement

Exhibit 10.9

FORM OF

SPIRIT AIRLINES, INC.

STOCKHOLDERS VOTING AGREEMENT

Dated as of , 2011


ARTICLE I. DEFINITIONS		1
Section 1.01	Definitions	1
Section 1.02	Construction	3

ARTICLE II. VOTING AGREEMENT		4
Section 2.01	Composition of the Board	4

ARTICLE III. GENERAL PROVISIONS		5
Section 3.01	Notices	5
Section 3.02	Amendment; Waiver	6
Section 3.03	Termination; Survival	6
Section 3.04	Further Assurances	6
Section 3.05	Assignment	6
Section 3.06	Third Parties	6
Section 3.07	Governing Law	6
Section 3.08	Jurisdiction	6
Section 3.09	Specific Performance	7
Section 3.10	Entire Agreement	7
Section 3.11	Severability	7
Section 3.12	Table of Contents, Heading and Captions	7
Section 3.13	Counterparts	7
Section 3.14	Effectiveness	7
Section 3.15	No Recourse	7

-i-

STOCKHOLDERS AGREEMENT

THIS STOCKHOLDERS AGREEMENT (this “ Agreement ”) is entered into as of , 2011, by and among (i) Spirit Airlines, Inc., a Delaware corporation (the “ Company ”), (ii) OCM Spirit Holdings, LLC, a Delaware limited liability company (“ Holdings ”), (iii) OCM Spirit Holdings II, LLC, a Delaware limited liability company (“ Holdings II ”), (iv) OCM Spirit Holdings III, LLC, a Delaware limited liability company (“ Holdings III ”), (v) OCM Spirit Holdings III-A, LLC, a Delaware limited liability company (“ Holdings III-A ”), (vi) OCM Principal Opportunities Fund II, L.P., a Delaware limited partnership (“ POF II ”), (vii) OCM Principal Opportunities Fund III, L.P., a Delaware limited partnership (“ POF III ,” and together with POF II, collectively, the “ POF Investors ”) (viii) POF Spirit Foreign Holdings, LLC, a Delaware limited liability company (“ Foreign Holdings ”) (Holdings, Holdings II, Holdings III, Holdings III-A, the POF Investors and Foreign Holdings are referred to herein, collectively, the “ Oaktree Investors ”), (ix) Indigo Florida L.P., a Cayman Islands exempt limited partnership (“ Indigo Florida ”), and (x) Indigo Miramar LLC, a Delaware limited liability company (“ Indigo Miramar ,” and together with Indigo Florida, the “ Indigo Investors ”).

WHEREAS , the Company is currently contemplating an underwritten initial public offering (the “ IPO ”) of shares of its Common Stock;

WHEREAS , as of the date of this Agreement, the Sponsor Stockholders (as defined below) collectively own greater than a majority of the outstanding Voting Securities of the Company, and, effective as of the closing date of the IPO (the “ Closing Date ”), will continue collectively to hold a majority of the outstanding Voting Securities; and

WHEREAS , until such time as the Sponsor Stockholders collectively hold less than a majority of the outstanding Voting Securities of the Company, the Sponsor Stockholders desire to vote all of their shares of Voting Securities as a group to elect members of the Company’s board of directors (the “ Board ”) as set forth herein.

NOW , THEREFORE , in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties to this Agreement hereby agree as follows:

ARTICLE I. DEFINITIONS

Section 1.01 Definitions . Capitalized terms used herein shall have the following meanings:

“ Affiliate ” means, with respect to any Person, an “affiliate” as defined in Rule 405 of the regulations promulgated under the Securities Act.

“ Agreement ” shall have the meaning set forth in the Preamble.

“ beneficially own ” or “ beneficial ownership ” shall have the meaning ascribed to such terms in Rule 13d-3 under the Exchange Act.

“ Board ” shall have the meaning set forth in the Recitals.

“ Closing Date ” shall have the meaning set forth in the Recitals.

“ Common Stock ” shall mean shares of Class A Common Stock, par value $0.0001 per share of the Company, or any successor shares into which such Common Stock is exchanged or reclassified.

“ Company ” shall have the meaning set forth in the Preamble.

“ COUS ” means a “United States citizen,” as defined in 49 U.S.C. Section 40102(a)(15), as in effect on the date in question, or any successor statute or regulation.

“ Exchange Act ” shall mean the Securities Exchange Act of 1934, as amended from time to time, and the rules and regulations promulgated pursuant thereto

“ Foreign Holdings ” shall have the meaning set forth in the Preamble.

“ Governmental Authority ” means any: (i) nation, state, commonwealth, province, territory, county, municipality, district or other jurisdiction of any nature; (ii) U.S. and other federal, state, local, municipal, foreign or other government; or (iii) governmental or quasi-governmental authority of any nature (including any governmental division, department, agency, commission, instrumentality, official, organization, unit, body or entity and any court or other tribunal).

“ Holdings ” shall have the meaning set forth in the Preamble.

“ Holdings II ” shall have the meaning set forth in the Preamble.

“ Holdings III ” shall have the meaning set forth in the Preamble.

“ Holdings III-A ” shall have the meaning set forth in the Preamble.

“ Indigo Florida ” shall have the meaning set forth in the Preamble.

“ Indigo Investors ” shall have the meaning set forth in the Preamble.

“ Indigo Miramar ” shall have the meaning set forth in the Preamble.

“ Law ” means any applicable constitutional provision, statute, act, code, law, regulation, rule, ordinance, order, decree, ruling, proclamation, resolution, judgment, decision, declaration, or interpretative or advisory opinion or letter of a Governmental Authority and shall include, for the avoidance of any doubt, the General Corporation Law of the State of Delaware and the listing or other standards of any applicable stock exchange.

“ Oaktree Investors ” shall have the meaning set forth in the Preamble.

“ Person ” means any natural person, corporation, limited partnership, general partnership, limited liability company, joint stock company, joint venture, association, company, estate, trust, bank trust company, land trust, business trust, or other organization, whether or not a legal entity, custodian, trustee-executor, administrator, nominee or entity in a representative capacity and any government or agency or political subdivision thereof.

“ POF II ” shall have the meaning set forth in the Preamble.

“ POF III ” shall have the meaning set forth in the Preamble.

“ POF Investors ” shall have the meaning set forth in the Preamble.

“ Public Sale ” means any sale of Stockholder Shares or other Company securities, as applicable, to the public pursuant to an offering registered under the Securities Act or to the public through a broker, dealer or market maker pursuant to the provisions of Rule 144 adopted under the Securities Act.

“ Relative Ownership ” means, (i) with respect to the Indigo Investors, the quotient of (a) total number of Stockholder Shares held by the Indigo Investors divided by (b) the total number of Stockholder Shares held by the Sponsor Stockholders, and (ii) with respect to the POF Investors, the quotient of (x) total number of Stockholder Shares held by the Oaktree Investors divided by (y) the total number of Stockholder Shares held by the Sponsor Stockholders.

“ Securities Act ” means the Securities Act of 1933, as amended from time to time, and the rules and regulations promulgated pursuant thereto.

“ Sponsor Directors ” shall have the meaning set forth in Section 2.01(b) .

“ Sponsor Stockholders ” shall mean the Indigo Investors and the Oaktree Investors.

“ Stockholder Shares ” means any Voting Securities held by any of the Sponsor Stockholders as of the date hereof or at any time thereafter. As to any particular shares constituting Stockholder Shares, such shares shall cease to be Stockholder Shares when they have been transferred pursuant to a Public Sale.

“ Total Number of Directors ” shall have the meaning set forth in Section 2.01(a) .

“ Total Voting Power of the Company ” means the total number of votes that may be cast in the election of directors of the Company if all Voting Securities outstanding or treated as outstanding pursuant to the final two sentences of this definition were present and voted at a meeting held for such purpose. The percentage of the Total Voting Power of the Company beneficially owned by any Person is the percentage of the Total Voting Power of the Company that is represented by the total number of votes that may be cast in the election of directors of the Company by Voting Securities beneficially owned by such Person. In calculating such percentage, the Voting Securities beneficially owned by any Person that are not outstanding but are subject to issuance upon exercise or exchange of rights of conversion or any options, warrants or other rights beneficially owned by such Person shall be deemed to be outstanding for the purpose of computing the percentage of the Total Voting Power of the Company represented by Voting Securities beneficially owned by such Person.

“ Voting Securities ” means Common Stock and any other securities of the Company entitled to vote generally in the election of directors of the Company.

Section 1.02 Construction . Whenever the context requires, the gender of all words used in this Agreement includes the masculine, feminine and neuter forms and the singular form of words shall include the plural and vice versa. All references to Articles and Sections refer to articles and sections of this Agreement, respectively. Whenever the words “include,” “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation” (except to the extent the context otherwise provides). This Agreement shall be construed without regard to any presumption or rule requiring construction or interpretation against the party drafting or causing any instrument to be drafted.

ARTICLE II. VOTING AGREEMENT

Section 2.01 Composition of the Board .

(a) On the Closing Date, the authorized number of directors on the Board shall be established at eleven (11) directors, subject to change as set forth in the Bylaws of the Company (the number of directors authorized at any given time, the “ Total Number of Directors ”).

(b) During the term of this Agreement, the Indigo Investors and the POF Investors shall have the right to designate the Total Number of Directors (collectively, the “ Sponsor Directors ” and each, individually, a “ Sponsor Director ”), two-thirds of whom shall be a COUS.

(c) Effective as of the Closing Date, each of the Sponsor Stockholders shall vote all of its Stockholder Shares and shall take all other necessary or desirable actions within its control (whether in the capacity as a stockholder or otherwise, and including, without limitation, attendance at meetings in person or by proxy for purposes of obtaining a quorum and execution of written consents in lieu of meetings), and the Company shall take all necessary and desirable actions within its control (including, without limitation, including in the slate of nominees recommended by the Board the persons designated pursuant to this Section 2.01 ), so that the following Sponsor Directors shall be elected to the Board at each meeting of the stockholders of the Company:

(i) a number of directors designated by Indigo Miramar equal to the product of (x) the Relative Ownership of Indigo Miramar and (y) the Total Number of Directors to be elected;

(ii) a number of directors designated by Indigo Florida equal to the product of (x) the Relative Ownership of Indigo Miramar and (y) the Total Number of Directors to be elected; and

(iii) a number of directors designated by the POF Investors equal to the product of (x) the Relative Ownership of the POF Investors and (y) the Total Number of Directors to be elected.

For purposes of calculating the number of directors that Indigo Miramar, Indigo Florida and POF Investors are each entitled to designate pursuant to the immediately preceding sentence, any fractional amounts shall automatically be rounded to the nearest whole number (e.g., 1.25 directors shall equate to one director and 1.75 shall equate to two directors) and any such calculations shall be made on a pro forma basis, including, for the avoidance of doubt, taking into account any increase in the size of the Board; provided , however , that in the case where the sum of the number of directors to be designated by Indigo Miramar (pursuant to this Section 2.01(c)(i)) and Indigo Florida (pursuant to this Section 2.01(c)(ii)) should be greater than the number of directors that would be able to be designated if calculated by multiplying (x) the Relative Ownership of the Indigo Investors and (y) the Total Number of Directors to be elected, then in such instance, the fractional amount of Indigo Florida shall (regardless of whether it is above or below X.50) shall be rounded up, and the fractional amount of Indigo Miramar (regardless of whether it is above or below X.50) shall be rounded down.

(d) In the event that any Sponsor Director for any reason ceases to serve as a member of the Board during such person’s term of office, the resulting vacancy on the Board shall be filled by (i) in the case when such Sponsor Director had been designated by Indigo Miramar or Indigo Florida, as the case may be, a designee of Indigo Miramar or Indigo Florida, as applicable, and (ii) in the case that such Sponsor Director was designated by the POF Investors, a designee of the POF Investors.

(e) For the avoidance of doubt, the parties hereto acknowledge and agree that this Agreement does not restrict or otherwise impair any Sponsor Stockholder’s right to sell, assign or otherwise transfer its Common Stock to any other Person.

ARTICLE III. GENERAL PROVISIONS

Section 3.01 Notices

(a) Except as expressly set forth to the contrary in this Agreement, all notices, requests or consents provided for or required to be given hereunder shall be in writing and shall be deemed to be duly given if personally delivered, telecopied and confirmed, or mailed by certified mail, return receipt requested, or nationally recognized overnight delivery service with proof of receipt maintained, at the following addresses (or any other address that any such party may designate by written notice to the other parties):

(i) if to the Indigo Investors:

c/o Indigo Partners LLC

2525 E. Camelback Road

Suite 800

Phoenix, AZ 85016

Facsimile: (602) 224-1555

Attn: William A. Franke

(ii) if to the POF Investors:

c/o Oaktree Capital Management, LLC

333 South Grand Avenue, 28th Floor

Los Angeles, CA 90401

Facsimile: (213) 830-6394

Attn: Jordon L. Kruse

(iii) if to the Company:

Spirit Airlines, Inc.

2800 Executive Way

Miramar, FL 33025

Facsimile: (954) 447-7979

Attn: Chief Executive Officer

General Counsel

with a copy (which shall not constitute notice) to:

Latham & Watkins LLP

140 Scott Drive

Menlo Park, CA 94025

Facsimile: (650) 463-2600

Attn: Anthony J. Richmond

(b) Any such notice shall, if delivered personally, be deemed received upon delivery; shall, if delivered by telecopy, be deemed received on the first business day following confirmation; shall, if delivered by nationally recognized overnight delivery service, be deemed received the first business day after being sent; and shall, if delivered by mail, be deemed received upon the earlier of actual receipt thereof or five (5) business days after the date of deposit in the United States mail.

(c) Whenever any notice is required to be given by Law or this Agreement, a written waiver thereof, signed by the Person entitled to notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.

Section 3.02 Amendment; Waiver . This Agreement may be amended, supplemented or otherwise modified only by a written instrument executed by each of the parties hereto. No waiver by any party of any of the provisions hereof will be effective unless explicitly set forth in writing and executed by the party so waiving. The waiver by any party hereto of a breach of any provision of this Agreement will not operate or be construed as a waiver of any subsequent breach.

Section 3.03 Termination; Survival . This Agreement (i) may be terminated by a written instrument executed by each of the parties hereto, or (ii) shall terminate automatically if the Sponsor Stockholders cease to hold, in the aggregate, at least a majority of the Total Voting Power of the Company then outstanding. If this Agreement is terminated pursuant to this Section 3.03 , this Agreement shall become void and of no further force and effect, except that the provisions set forth in this Article 3 shall survive the termination. For purposes of determining whether this Agreement has been terminated pursuant to clause (ii) above, the Company shall be entitled to rely on any reports, schedules, forms, statements and other documents filed by the Company or any of the Sponsor Stockholders with the U.S. Securities and Exchange Commission pursuant to the reporting requirements of the Exchange Act.

Section 3.04 Further Assurances . The parties hereto will sign such further documents, cause such meetings to be held, resolutions passed, exercise their votes and do and perform and cause to be done such further acts and things necessary, proper or advisable in order to give full effect to this Agreement and every provision hereof.

Section 3.05 Assignment . This Agreement will inure to the benefit of and be binding on the parties hereto and their respective successors and permitted assigns. Except as specifically provided herein, this Agreement may not be assigned without the express prior written consent of the other parties hereto, and any attempted assignment, without such consents, will be null and void.

Section 3.06 Third Parties . This Agreement does not create any rights, claims or benefits inuring to any person that is not a party hereto nor create or establish any third party beneficiary hereto.

Section 3.07 Governing Law . This Agreement shall be governed by and construed in accordance with, the laws of the State of Delaware without giving effect to any choice of law or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of the law of any jurisdiction other than the State of Delaware.

Section 3.08 Jurisdiction; WAIVER OF JURY TRIAL . In any judicial proceeding involving any dispute, controversy or claim arising out of or relating to this Agreement, each of the parties hereto unconditionally accepts the non-exclusive jurisdiction and venue of the Court of Chancery located in the State of Delaware or the United States District Court for the District of Delaware, and the appellate courts to which orders and judgments thereof may be appealed. In any such judicial proceeding, the parties hereto agree that in addition to any method for the service of process permitted or required by such courts, to the fullest extent permitted by Law, service of process may be made by delivery provided pursuant to the directions in Section 3.01 . EACH OF THE PARTIES HERETO HEREBY WAIVES TRIAL BY JURY IN ANY JUDICIAL PROCEEDING INVOLVING ANY DISPUTE, CONTROVERSY OR CLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT OR RELATING TO THE COMPANY OR ITS OPERATIONS.

Section 3.09 Specific Performance . Each party hereto acknowledges and agrees that in the event of any breach of this Agreement by any of them, the other parties hereto would be irreparably harmed and could not be made whole by monetary damages. Each party accordingly agrees to waive the defense in any action for specific performance that a remedy at law would be adequate and that the parties, in addition to any other remedy to which they may be entitled at law or in equity, shall be entitled to specific performance of this Agreement without the posting of bond.

Section 3.10 Entire Agreement . This Agreement sets forth the entire understanding of the parties hereto with respect to the subject matter hereof. There are no agreements, representations, warranties, covenants or understandings with respect to the subject matter hereof or thereof other than those expressly set forth herein and therein. This Agreement supersedes all other prior agreements and understandings between the parties with respect to such subject matter.

Section 3.11 Severability . If any provision of this Agreement is held to be illegal, invalid or unenforceable under present or future laws effective during the term of this Agreement, such provision shall be fully severable; this Agreement shall be construed and enforced as if such illegal, invalid, or unenforceable provision had never comprised a part of this Agreement; and the remaining provisions of this Agreement shall remain in full force and effect and shall not be affected by the illegal, invalid or unenforceable provision or by its severance from this Agreement. Furthermore, in lieu of each such illegal, invalid or unenforceable provision, there shall be added automatically as a part of this Agreement a provision as similar in terms to such illegal, invalid or unenforceable provision as may be possible and be legal, valid and enforceable.

Section 3.12 Table of Contents, Heading and Captions . The table of contents, headings, subheadings and captions contained in this Agreement are included for convenience of reference only, and in no way define, limit or describe the scope of this Agreement or the intent of any provision hereof.

Section 3.13 Counterparts . This Agreement and any amendment hereto may be signed in any number of separate counterparts, each of which shall be deemed an original, but all of which taken together shall constitute one Agreement (or amendment, as applicable). Any signature page delivered electronically or by facsimile (including without limitation transmission by Portable Document Format or other fixed image form) shall be binding to the same extent as an original signature page.

Section 3.14 Effectiveness . This Agreement shall become effective upon the Closing Date. If the IPO is not consummated on or prior to August 1, 2011, this Agreement shall automatically terminate and be of no force and effect.

Section 3.15 No Recourse . This Agreement may only be enforced against, and any claims or cause of action that may be based upon, arise out of or relate to this Agreement, or the negotiation, execution or performance of this Agreement may only be made against the entities that are expressly identified as parties hereto and no past, present or future Affiliate, director, officer, employee, incorporator, member, manager, partner, shareholder, agent, attorney or representative of any party hereto shall have any liability for any obligations or liabilities of the parties to this Agreement or for any claim based on, in respect of, or by reason of, the transactions contemplated hereby.

(Signature Pages Follow)

IN WITNESS WHEREOF, the parties hereto have executed this Stockholders Agreement on the day and year first above written.


THE COMPANY:

SPIRIT AIRLINES, INC., a Delaware corporation

By:
Name:
Title:

SIGNATURE PAGE TO STOCKHOLDERS VOTING AGREEMENT


OAKTREE:

OCM SPIRIT HOLDINGS, LLC

By:		Oaktree Capital Management, LLC,
		its managing member

		By:
		Name:
		Title:

		By:
		Name:
		Title:

OCM SPIRIT HOLDINGS II, LLC

By:		Oaktree Capital Management, LLC,
		its managing member

		By:
		Name:
		Title:

		By:
		Name:
		Title:

OCM SPIRIT HOLDINGS III, LLC

By:		Oaktree Capital Management, LLC,
		its managing member

		By:
		Name:
		Title:

		By:
		Name:
		Title:

SIGNATURE PAGE TO STOCKHOLDERS VOTING AGREEMENT



OCM SPIRIT HOLDINGS III-A, LLC

By:		Oaktree Capital Management, LLC,
		its managing member

		By:
		Name:
		Title:

		By:
		Name:
		Title:

OCM PRINCIPAL OPPORTUNITIES FUND II, L.P.

By:		Oaktree Capital Management, LLC,
		its managing member

		By:
		Name:
		Title:

		By:
		Name:
		Title:

OCM PRINCIPAL OPPORTUNITIES FUND III, L.P.

By:		Oaktree Capital Management, LLC,
		its managing member

		By:
		Name:
		Title:

		By:
		Name:
		Title:

SIGNATURE PAGE TO STOCKHOLDERS VOTING AGREEMENT


POF SPIRIT FOREIGN HOLDINGS, LLC

By:		Oaktree Capital Management, LLC,
		its managing member

By:
Name:
Title:

By:
Name:
Title:

SIGNATURE PAGE TO STOCKHOLDERS VOTING AGREEMENT


INDIGO:

INDIGO MIRAMAR LLC, a Delaware limited liability company

By:	INDIGO MANAGEMENT LLC, a Delaware limited liability company, its manager

By:
	Name:	William A. Franke
	Its:	Manager

INDIGO FLORIDA, L.P., a Cayman Islands exempted limited partnership

By:	INDIGO PACIFIC PARTNERS L.P., a Cayman Islands exempted limited partnership, its general partner

By:	INDIGO PACIFIC MANAGEMENT LP, A Cayman Islands exempted limited partnership, its general partner

By:	INDIGO PACIFIC CAPITAL LLC, a Delaware limited liability company, its general partner

By:	INDIGO PACIFIC PARTNERS LLC, a Delaware limited liability company, its sole member

By:
	Name:	William A. Franke
	Its:	Managing Member

SIGNATURE PAGE TO STOCKHOLDERS VOTING AGREEMENT

Exhibit 10.13

MIRAMAR PARK OF COMMERCE BUSINESS LEASE

THIS LEASE, entered into this day of , 1999, between Sunbeam Development Corporation, hereinafter called the Lessor, party of the first part, and Spirit Airlines, Inc. of the State of Michigan hereinafter called the Lessee or tenant, party of the second part:

WITNESSETH, That the said Lessor does this day Lease unto said Lessee, and said Lessee does hereby hire and take as tenant approximately 56,194 square feet of space (the “Premises”) located in that certain building having a street address of 2800-2888 Executive Way, Miramar, Broward County, Florida 33025 as shown on Exhibit “A” attached hereto and identified as Building B (the “Building”), and which is a portion of a 3-building complex (the “Complex”) as identified on Exhibit “A”. The Premises shall be used and occupied by the Lessee for the use described in Paragraph 38 and for no other purposes or uses whatsoever without the express written consent of Lessor, said consent not to be unreasonably withheld or delayed. Subject to Substantial Completion of Lessor’s Improvements and the adjustments described in Paragraph 36, the term of this Lease shall be fifteen (15) years and one (1) month beginning the 23rd day of November, 1999, and ending the 31 ^st day of December, 2014 and Rent (“Rent”) shall be payable as follows:

*****

Such payments are In addition to all other payments to be made under this Lease by Lessee, including but not limited to those described in Paragraph 28.

Lessee hereby deposits ***** with Lessor for the following:


January 1-31, 2000 Rent:			*****
Lessee’s Proportionate Share of January 1-31, 2000 Estimated Expenses (per Paragraph 28):			*****
Sales Tax:			*****
Security Deposit:			*****
Partial Payment toward Lessee’s Contribution (per Paragraph 37(e))			*****
Total			*****

In the event the term of this Lease begins or ends on other than the first or last day of a month, rent for such month(s) shall be prorated on a per diem basis. In the event that any monthly rental payment due hereunder is not received by Lessor by the seventh (7th) business day of any month, said payment shall bear a late charge of ***** of the monthly payment which shall be then due and payable.

All payments to be made to the Lessor on the first day of each and every month in advance without demand at the office of Sunbeam Development Corporation, 1401 79th St. Causeway in the City of Miami, Florida 33141 or at such other place and to such other person, as the Lessor may from the time to time designate in writing.

***** Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission.

Lessor and Lessee hereby agree to the following expressed stipulations and conditions which are made a part of the Lease:

FIRST: (a) The Lessee shall not assign this Lease, nor sub-let the Premises, or any part thereof nor use the same, or any part thereof, nor permit the same, or any part thereof, to be used for any other purpose than as above stipulated or stated in Paragraph 38 below, nor make any alterations therein, and all additions thereto, without the written consent of the Lessor, said consent not to be unreasonably withheld or delayed. Notwithstanding anything to the contrary contained hereinabove, Lessor’s consent shall not be required for any assignment or sublease to a wholly-owned subsidiary of Lessee; additionally, Lessor’s consent shall not be required for interior, non-structural alterations to the Premises costing less than ***** in each instance . However, Lessor shall be provided with a copy of the plans and specifications for all alterations to be done by Lessee prior to such alterations being started. All additions, fixtures, or improvements which may be made by Lessee, except movable office furniture, trade fixtures and equipment shall become the property of the Lessor and remain upon the Premises as a part thereof, and be surrendered with the Premises at the termination of this Lease. Lessee may remove any of its movable office furniture, trade fixtures and equipment upon the termination of this Lease provided Lessee repairs any damage to the Premises caused by such removal. Any of such items not removed by Lessee upon the termination of this Lease shall become the property of Lessor as if by bill of sale.

(b) Lessee may retain any profits which may arise from a Lessor-approved sublease or assignment of this Lease. Lessor shall have no recapture rights and shall not share in any profits resulting from an assignment or sublease. Notwithstanding anything to the contrary contained in this Lease, Lessor’s consent shall not be required for an assignment of this Lease to a wholly-owned subsidiary of Lessee. Notwithstanding any assignment of this Lease, Lessee shall remain fully responsible for all of its obligations under this Lease.

SECOND: Except for the negligence or misconduct of Lessor or its employees, agents or contractors, all personal property placed or moved in the Premises above described shall be at the risk of the Lessee or owner thereof, and Lessor shall not be liable for any damage to said personal property, or to the Lessee arising from the bursting or leaking of water pipes, or from any act of negligence of any co-tenant or occupants of the Building or of any other person whomsoever.

THIRD: (a) That the Lessee shall promptly execute and comply with all statutes, ordinances, rules, orders, regulations and requirements of the Federal, Stale and City Government and of any and all their Departments and Bureaus applicable to Lessee’s use of the said Premises.

(b) Lessor represents to Lessee that to the best of its knowledge upon Substantial Completion, the Building, the Premises and the Complex, including all parking areas and common areas related thereto, shall be in full compliance with all applicable statutes, ordinances, rules, orders, regulations, and requirements of Federal, State, County, and City Government and of any and all their Departments and Bureaus, including all requirements with respect to Americans With Disability Act and the Florida Accessibility Code and Lessor covenants and agrees that (except for modifications to the Premises and modifications to the

*****

Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission.

exterior of the Building to accommodate Lessee’s equipment made necessary due to Lessee’s specific use of the Premises after Substantial Completion, which modifications shall be Lessee’s sole responsibility to effect at its sole cost and expense) Lessor shall maintain the Building, the Premises and all Parking Areas and Common Areas relating thereto in compliance with all applicable laws and regulations throughout the Term of this Lease, and any renewal thereof.

FOURTH: (a) In the event (i) the Premises shall be destroyed or so damaged or injured by fire or other casualty during the life of this Lease or (ii) the Premises shall be materially adversely affected by any repairs, additions or alterations required to be performed by Lessor under the terms of this Lease, whereby the Premises shall be consequently rendered either partially or completely untenantable, then within thirty (30) days of the untenantability, Lessor shall provide written notice to Lessee stating the amount of time reasonably estimated by Lessor to complete the restoration of the Premises to the condition that existed immediately prior to the untenantability.

(b) In the event Lessor’s notice states that the restoration cannot be completed within 180 days from the date of the untenantability, Lessee shall have the option to cancel this Lease by providing written notice to Lessor within ten (10) days of receipt of Lessor’s notice.

(c) In the event that in Lessor’s reasonable opinion the restoration can be completed within one-hundred and eighty (180) days from the date of the untenantability or Lessee does not terminate this Lease as described above, Lessor shall be obligated to complete the restoration.

(d) If the Premises are not rendered tenantable within Lessor’s estimated timeframe, Lessee may cancel this Lease upon written notice to Lessor. In the event of such cancellation, all Rent and Additional Rent, including Lessee’s Proportionate Share of Expenses shall be paid only to the date of the casualty.

(e) All Rent and Additional Rent, including Lessee’s Proportionate Share of Expenses shall be abated In proportion to the square footage of the Premises rendered untenable from the date of the untenantability until the date that the Premises are rendered tenable by Lessor. Notwithstanding the foregoing, in the event fifty percent (50%) or more of the Premises Is rendered untenantable, Lessee at its option, may treat the entire Premises as untenantable, move out completely and have a complete abatement of Rent and Additional Rent; or if Lessee continues to occupy any portion of the Premises, Lessee shall pay only its Rent and Additional Rent, including Lessee’s Proportionate Share of Expenses, in proportion to the portion of the Premises that Lessee actually uses from the date of the untenantability until the date that the entire Premises are rendered tenantable by Lessor.

(f) Any restoration to be performed by Lessor as described above shall be started and completed as quickly as reasonably possible.

FIFTH: (a) The prompt payment of the Rent and Additional Rent for said Premises upon the dates named, and the faithful observance of the rules and regulations printed upon this Lease, and which are hereby made a part of this covenant, are the conditions upon which this Lease is made and accepted and any failure on the part of the Lessee to comply with the terms of said Lease, or any of said rules, shall at the option of the Lessor, be deemed a default of this Lease.

(b) Notwithstanding anything to the contrary contained hereinabove, Lessee shall not be deemed to be in default of this Lease for nonpayment of Rent or any Additional Rent due under the terms of the Lease unless same remains unpaid for seven (7) business days after written notice from Lessor.

(c) Lessee shall not be deemed in default under the Lease for failure to comply with any covenants, conditions or other provisions of the Lease, other than payment of money, unless such condition is not cured within thirty (30) days after written notice, or such longer period of time if the default by its nature cannot be cured within such thirty (30) day period and provided Lessee has commenced the curative action within such thirty (30) day period and it is diligently pursuing the cure until completion.

SIXTH: (a) If the Lessee shall default under this Lease and such default is not cured within the applicable grace period, the Lessor may, at his option, forthwith cancel this Lease or he may enter said Premises as the agent of the Lessee, by force or otherwise (all in accordance with local law), and relet the Premises as the agent of the Lessee, at such price and upon such terms and for such duration of time as the Lessor may determine and which are commercially reasonable and receive the rent therefor, applying the same to the payment of the rent due by these presents, and if the full rental herein provided shall not be realized by Lessor over and above the expenses to Lessor in such re-letting, the said Lessee shall pay any deficiency, and if more than the full rental is realized Lessor will pay over to said Lessee the excess of demand.

(b) Provided all other terms and conditions of this Lease including but not limited to the maintenance of the Premises and payment of Rent and Lessee’s Proportionate Share of Expenses are being satisfied by Lessee in a timely fashion, Lessee’s vacating the Premises shall not be considered a default of this Lease.

SEVENTH: If Lessor and Lessee litigate any provision of this Lease, or the subject matter of this Lease, the unsuccessful litigant will pay to the successful litigant all costs and expenses, including reasonable attorneys’ fees and court costs, incurred by the successful litigant at trial and on any appeal. If, without fault, either Lessor or Lessee is made a party to any litigation instituted by or against the other, the other will indemnify the faultless one against all loss, liability, and expense, including reasonable attorneys’ fees and court costs, incurred by it in connection with such litigation.

EIGHTH: It shall be considered a default of this Lease in the event a lien is placed against the Building or Premises as the result of the work performed by Lessee or Lessee’s contractors, subcontractors or agents and such lien is not released or bonded within thirty (30) days of Lessee receiving notice of such lien. Lessee should not have any obligation with respect to any liens filed for the performance or work done by Lessor.

NINTH: Lessor hereby waives its statutory landlord’s lien rights on any furniture, goods, fixtures or chattel Lessee may bring into the Premises. Notwithstanding the foregoing, any of such property remaining on the Premises after the termination or expiration of this Lease shall be deemed abandoned by Lessee and become the property of Lessor at Lessor’s election, as if by bill of sale, subject to any existing leases or financing.

TENTH: <INTENTIONALLY DELETED>

ELEVENTH: The Lessor, or any of its agents, shall have the right to enter said Premises during all reasonable hours, to examine the same to make such repairs, additions or alterations as may be deemed necessary for the safety, comfort, or preservation thereof, or of said Building, or to exhibit said Premises at any time within thirty (30) days before the expiration of this Lease. The right of entry shall likewise exist for the purpose of removing placards, signs, fixtures, alterations, or additions, which do not conform to this Lease, or to the rules and regulations of the Building. Lessor shall give Lessee reasonable advance notice of its intent to enter and inspect the Premises except in the case of an emergency and Lessor shall utilize its good faith efforts to minimize interference with the conduct of Lessee’s business on the Premises. Lessor shall not enter any FAA restricted areas of the Premises, except as allowed in accordance with FAA regulations.

TWELFTH: (a) Subject to Substantial Completion of Lessor’s Improvements and the punch list described in Paragraph 36, Lessee hereby accepts the Premises in the condition they are in at the beginning of this Lease. Lessee agrees to maintain said Premises in the same condition, order and repair as they are at the commencement of said term, excepting only alterations or additions to the Premises made by Lessee in accordance with the terms of this Lease, reasonable wear and tear arising from the use thereof under this Lease and damage caused by a casualty.

(b) Lessee’s obligation to maintain and repair the Premises shall exclude (i) any damage or repairs resulting from the negligence or intentional misconduct of Lessor or any person or persons being employed or under the control of the Lessor, and (ii) items of maintenance of Premises and the Building which are the obligation of the Lessor pursuant to the terms of this Lease.

(c) Lessor shall maintain the structure and glass curtain walls (excluding the doors) of the Building. Expenses related thereto (other than cleaning) shall not be included in Lessee’s Proportionate Share of Expenses as described in Paragraph 25 and 28. Lessee shall be responsible for maintaining all exterior doors serving the Premises.

(d) Lessor shall maintain the fire sprinkler system, strobe lights and exit signs serving the Premises. Expenses related thereto shall not be included in Lessee’s Proportionate Share of Expenses as described in Paragraph 25 and 28. Maintenance, servicing and/or replacement of the associated battery back-ups and fire extinguishers shall be Lessee’s responsibility.

(e) Lessor shall maintain the plumbing distribution system (excluding all plumbing fixtures) serving the Premises. Expenses related thereto (other than cleaning) shall not be included in Lessee’s Proportionate Share of Expenses as described in Paragraph 25 and 28. Lessee shall be responsible for maintaining the plumbing fixtures and for repairing any backups or damage due to Lessee’s misuse of the plumbing system.

(f) Lessor shall maintain the electrical distribution system serving the Premises. Expenses related thereto shall not be included in Lessee’s Proportionate Share of Expenses as described in Paragraph 25 and 28. Any damage to the electrical equipment or distribution system caused by Lessee’s misuse or overloading shall be Lessee’s responsibility to repair. Additionally, Lessee shall be solely responsible for maintaining any generator(s) serving or backing up the electrical supply to the Premises installed as part of Lessor’s Improvement or installed by Lessee.

(g) Lessee is solely responsible for all janitorial and cleaning services within the Premises and any other maintenance which is not Lessor’s responsibility pursuant to Paragraphs 23(a) and 12. In addition, unless Landlord performs the respective alterations, additions or modifications to the Premises, Lessor’s maintenance obligations shall exclude the maintenance or repair of any areas or systems which are the obligation of Lessor to maintain if the required maintenance or repair is the result of any alterations, additions or modifications made by Lessee or Lessee’s agents or contractors. If Landlord is requested (and agrees) to make any alterations, additions or modifications to the Premises, Lessor shall obtain competitive bids for the work from at least three contractors.

THIRTEENTH: (a) Except for the negligence or intentional misconduct of Lessor or any person or persons in the employ or under the control of the Lessor, it is expressly agreed and understood by and between the parties to this Lease, that the Lessor shall not be liable for any damage or injury by water, which may be sustained by the said tenant or other person or for any other damage or injury resulting from the carelessness, negligence, or improper conduct on the part of any other tenant or agents, or employees, or by reason of the breakage, leakage, or obstruction of the water, sewer or soil pipes, or other leakage in or about the said Building.

(b) Except for Lessor’s negligence or intentional acts and except as may be specifically provided elsewhere in this Lease, Lessor shall not be liable for any damage or injury to any person or property whether it be to the person or property of the Lessee, its employees, agents, invitees, licensees or guests by reason of Lessee’s occupancy of the Premises or because of fire, flood, windstorm, water, acts of God or third parties or for any other reason beyond the control of Lessor.

FOURTEENTH: If the Lessee shall become insolvent or if bankruptcy proceedings shall be begun by or against the Lessee, before the end of said term, Lessor may elect to accept rent from such receiver, trustee, or other judicial officer during the term of their occupancy in their fiduciary capacity without effecting Lessor’s rights as contained in this Lease, but no receiver, trustee or other judicial officer shall ever have any right, title or interest in or to the above described Premises by virtue of this Lease.

FIFTEENTH: <INTENTIONALLY DELETED>

SIXTEENTH: This Lease shall bind the Lessee and Lessor and their respective assigns, successors, heirs, administrators, legal representatives and executors.

SEVENTEENTH: It is understood and agreed between the parties hereto that time is of the essence of this Lease and this applies to all terms and conditions contained herein.

EIGHTEENTH: All notices shall be deemed to have been duly given upon receipt of written notice via certified mail, return receipt requested on the date of delivery or the date delivery is refused. Notices to Lessee shall be sent to the Premises with a copy to:


		Spirit Airlines, Inc.
		1400 Lee Wagner Boulevard
		Ft. Lauderdale, FL 33315


With a copy to:		Bill Bloom
		Holland & Knight LLP
		701 Brickell Avenue
		Suite #3000
		Miami, Florida 33131

Notices to Lessor shall be sent to the office of Lessor as defined in Witnesseth Paragraph of this Lease.

NINETEENTH: The rights of the Lessor under the foregoing shall be cumulative, and failure on the part of the Lessor to exercise promptly any rights given hereunder shall not operate to forfeit any of the said rights.

TWENTIETH: It is further understood and agreed between the parties hereto that any charges against the Lessee by the Lessor for services or for work done on the Premises by order of the Lessee or otherwise accruing under this Lease shall be considered as rent due and shall be included in any lien for rent due and unpaid.

TWENTY-FIRST: Signage . (a) It is hereby understood and agreed that any signs or advertising to be used, including awnings, in connection with the Premises leased hereunder shall be first submitted to the Lessor for approval before installation of same, said approval not to be unreasonably withheld or delayed.

(b) Lessee may install an eighteen inch (18”) high by four-foot (4’) wide sign on the glass panel over its front door. Said sign shall be white vinyl and surface-applied and shall be subject to Lessor’s reasonable approval, said approval not to be unreasonably withheld or delayed. The defined copy area is attached as Exhibit “D-1”.

(c) Lessee shall also be given the opportunity to have shared signage on a monument sign to be installed by Lessor in front of the Building. Lessee’s portion of the sign shall be installed by Lessor. The copy and graphics shall be In Lessee’s corporate colors. A conceptual example of such signage is attached as Exhibit “D-2”. Lessee shall reimburse Lessor $1,800.00 for such signage.

TWENTY-SECOND: (a) All personal property placed or moved in the Premises shall be at the risk of Lessee or the owner thereof, and Lessor shall not be liable to Lessee for damages to same unless caused by or due to the negligence or intentional misconduct of Lessor, Lessor’s agents or employees. Lessee agrees to obtain liability insurance containing a single limit of not less than $500,000.00 for both property (including but not limited to fire hazard) and bodily injury, at its own cost. Lessee consents to provide Lessor with a Certificate of Insurance, as above described, naming Lessor as additional insured and favoring the Lessor with a thirty (30) day notice of cancellation.

(b) Lessor agrees to maintain at all times during the Term of the Lease (a) all risk insurance in the amount not less than the actual replacement cost of the three (3) buildings located within the Complex (exclusive of all foundations and excavations) as calculated annually in accordance with applicable insurance policies, and (b) personal public liability and property damage occurring in, on or about the Building and the Complex in such amounts as are customary for properties comparable to the Building and the Complex. Lessee shall be named as an additional insured in the liability policy.

(c) Waiver of Subrogation . To the extent of any insurance, Lessor and Lessee hereby release the other for and from all liability for loss or damage to the Premises, Lessee’s property and to any and all property of any kind owned by or in the custody, care, or control of either Lessor or Lessee caused by and of the perils or risks which can be Insured by Lessor or Lessee under a fire and extended coverage insurance policy and endorsements, notwithstanding the fact that such loss or damage is caused or contributed to by any act or omission of Lessor, Lessee, their agents, servants, employees, or visitors, and whether or not such property of Lessor and Lessee shall be actually insured, provided that either party shall continue to be liable for any loss occasioned by Lessee’s failure to obtain insurance.

TWENTY-THIRD: (a) Air Conditioning . Except as described below, Lessee shall maintain all heating and air conditioning systems and equipment serving the Premises at its sole cost and expenses and Lessee shall, at its own cost and expense, enter into a regularly scheduled preventive maintenance/service contract with a maintenance contractor reasonably approved by Lessor, for servicing all heating and air conditioning systems and equipment serving the Premises. Such contract must become effective within thirty (30) days of the date Lessee takes possession of the Premises. The replacement of any air conditioning compressors or handlers (“Major Components”) which cannot be reasonably repaired during the first ten (10) years following the commencement date of this Lease shall be Lessee’s responsibility. After the tenth year, Lessor shall be responsible for replacing any Major Components that cannot be reasonably repaired. The cost of such replacement shall be shared by Lessee and Lessor. Lessee’s share shall be the cost of the replacement times the number of years remaining on the term of this Lease divided by the number of lease years which have expired. For example, if a replacement costs ***** and occurs during year ***** of the Lease and there are then ***** years remaining on the Lease, Lessee’s share of the cost will be:

*****

Notwithstanding the foregoing, replacements or additional air conditioning required due to alterations made to the Premises and/or the installation of additional equipment by Lessee shall be the sole responsibility of Lessee.

(b) Storm Shutters . Lessor shall supply Lessee with access to storm shutters and associated hardware (“Shutters”) that comply with applicable codes. Lessee, at its option, may install the shutters upon Issuance of a “Hurricane Watch”. In the event Lessee installs the shutters, Lessee shall remove the shutters from the Building and return said shutters to the

***** Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission.

storage area designated by Lessor within five (5) business days after the Hurricane Watch is lifted. If Lessee elects to install the shutters, Lessee shall perform the work described above and shall repair any damage to the Building and/or shutters caused while performing such work at its sole cost and expense. Neither Lessor or Lessee shall have any obligation under this Lease to install or remove the shutters or to return same to the storage area, unless Lessor or Lessee is required to do so by code or in the event Lessee elects to install the shutters, in which cases all such work shall be Lessee’s sole responsibility.

TWENTY-FOURTH: Lessee represents and warrants to Lessor that the only broker that Lessee has dealt with in connection with the Premises has been Cushman & Wakefield of Florida, Inc. Lessor shall pay any brokerage due or commission fee or other sum which may now or in the future may be due and payable with regard to this Lease for the Premises pursuant to separate agreements between Lessor and Cushman & Wakefield of Florida, Inc. and Lessee and Cushman & Wakefield of Florida, Inc. Lessor and Lessee agree to indemnify and hold each other harmless from any other claims arising by, through or under them.

TWENTY-FIFTH: (a) <Intentionally deleted>

(b) Lessor shall provide water and sewer service to the Complex and Premises, maintain the roofs , landscaping, irrigation system, the exteriors of the buildings within the Complex, the portions of the electrical, plumbing and fire sprinkler systems located outside of the buildings, the adjacent lake banks, lighting, loading areas, parking areas, sidewalks and driveways, and to keep the common areas reasonably clean of debris and to provide proper supervision and security of such areas as necessary so as to keep the Complex in a condition similar to other first class business parks located in Southwest Broward County, Florida. Lessee agrees to pay in addition to the rent set forth herein, Lessee’s Proportionate Share (as such term is defined in Paragraph 28) of such costs (which costs include a management fee of five percent (5%)).

(c) Security . Security at the Miramar Park of Commerce is currently provided at night and 24 hours on weekends by a special detail of the Miramar Police Department. Miramar’s Police and fire Departments are currently located approximately one mile from the Park at the intersection of Miramar Parkway and Douglas Avenue. Such security shall be maintained at a level equivalent to or better than other first class business parks located in Southwest Broward County, Florida.

TWENTY-SIXTH: Lessor shall pay all taxes, assessments and levies charged or assessed by any governmental authority (hereinafter collectively referred to as Taxes) upon its property in the Complex and Lessee’s Premises and land, buildings or premises in or upon which the Lessee’s Premises are located, and shall cause all-risk insurance to be maintained thereon in amounts not to exceed the full replacement cost of the improvements constituting the Complex from time to time. Lessee agrees to pay as additional rent, without relief from valuation or appraisement laws, Lessee’s Proportionate Share of any such taxes, of any premiums payable in respect of such insurance coverage, and of any premiums payable in respect of public liability insurance and rental insurance maintained by or for the Lessor in respect of the land and the Complex.

TWENTY-SEVENTH: Lessee recognizes that the Premises are subject to that certain Declaration of Protective Covenants and Restrictions for Miramar Park of Commerce (the “Declaration”). Under the Declaration, Sunbeam Properties, Inc. currently enforces the Declaration and operates and maintains the Common Area referred to therein. The Lessee agrees to pay on behalf of Lessor, Lessee’s Proportionate Share of any and all maintenance or other assessments imposed by Sunbeam Properties, Inc. (or its successor) on the Lessor as owner of the Complex as provided in the Declaration.

TWENTY-EIGHTH: (a) *****

(b)*****

(d)*****

(e)*****

(f)***** of the Expenses described in Paragraph 25 shall exclude the following:

(i) Repairs or other work occasioned by fire, windstorm or other casualty of any nature or by the exercise of the right of eminent domain. Notwithstanding, uninsured repairs and replacements to landscaping and irrigation required due to fire, windstorm or other casualty shall be included in Tenant’s Proportionate Share of Expenses.

(ii) Leasing commissions, attorneys’ fees, costs and disbursements and other expenses incurred in connection with (i) leasing negotiations, or (ii) with respect to disputes, settlements, compromises, collection actions or litigation with other tenants, concessionaires, occupants, prospective tenants, or mortgages or with vendors, agents, independent contractors and others, unless such settlements or other expenses relate to work done at the common area of the Complex and is otherwise not an excluded expense pursuant to this Paragraph 28(f).

(iii) Renovating or otherwise improving or decorating, painting or redecorating interior space for tenants, concessionaires and other occupants of the Complex.

(iv) Lessor’s costs of electricity and other services and materials furnished to other tenants of the Complex.

(v) Costs incurred by Lessor for construction, alteration, or remodeling of the Building, the Complex, or the Common Area or any costs in accordance with sound accounting principles consistently applied considered to be capital improvements or replacements, unless such capital improvements or replacements are done to lower operating costs, in which event such capital cost shall be amortized over the longest period allowed by Generally Accepted Accounting Principles (GAAP) to the extent of such savings.

***** Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission.

(vi) Depreciation or amortization, bad debts, or reserves of any kind, including replacement reserves and reserves for bad debts or lost rent.

(vii) Interest, penalties, principal payments, late fees, default interest, and other costs and expenses with respect to debt or amortization payments on any mortgages on any part of the Building, and/or the Complex, rental under any ground lease or underlying leases, or payments in the nature of a return on or of equity of any kind.

(viii) Costs incurred due to a violation by Lessor or any tenant of the terms and conditions of any lease.

(ix) Fines, penalties and any other costs incurred due to any violation by Lessor or any tenant, of any governmental code, regulation, and/or rule, and/or the terms of a lease.

(x) Fees and costs paid to subsidiaries or affiliates of Lessor for services on or to the Building or the Complex in excess of market rates.

(xi) Lessor’s general, corporate overhead, general administrative expenses, travel and entertaining, and administrative expenses not specifically incurred in the operation of the Building or Complex; any compensation paid to clerks, tenants or other persons in commercial concessions operated by Landlord.

(xii) Wages, salaries and other compensation (including employee benefits) of all personnel, to the extent that they are involved in leasing space in the Complex and of all management personnel who are above the grade of general manager, and of their respective staff members to the extent that they are involved in activities other than the management, maintenance, operations and security.

(xiii) Rentals and other related expenses incurred in leasing air-conditioning systems, elevators or other equipment ordinarily considered to be of a capital nature.

(xiv) All items and services for which any occupant or tenant of the Complex directly reimburses Lessor.

(xv) Advertising and promotional expenditures connected with leasing of the Complex.

(xvi) Charitable-type and political contributions of Lessor.

(xvii) Cost and maintenance of paintings, sculptures or other art work leased and/or purchased for display in the Building or on the Complex.

(xviii) Cost of office space occupied by Lessor, its agents, employees or independent contractors for leasing or for other purposes other than property management activities.

(xix) Any other expense which under sound accounting principles consistently applied, would not be considered as reasonable management, security, maintenance or other operating expense.

(xx) Any concessions including but not limited to rent abatement, construction of improvements or other use granted by Lessor in favor of any occupant or tenant of the Complex.

(xxi) Any legal, accounting or other professional fees incurred by Lessor in connection with any mortgage Indebtedness or underlying lease transactions including disputes between any persons holding such mortgage indebtedness or lease(s), refinancing costs, income or corporate taxes, capital gains taxes, inheritance taxes, taxes on rents or gross receipts (other than sales or use taxes), penalties and/or interest on late payments, consulting fees and personnel costs relating to capital expenditures, market study fees and costs, appraisals, structural repairs and replacements and any other fees, costs and expenses which are not applicable to the repair, replacement, maintenance, operation and/or security of the Complex.

(xxii) The cost of any capital repairs, alterations, additions, changes, replacements and other capital cost items required by any law or governmental regulation imposed after the date of this Lease.

(g) Lessee shall have a right to audit Lessor’s books and records with respect to Lessee’s Proportionate Share of Expenses. If a discrepancy of more than ***** is discovered by Lessee, Lessor shall pay to Lessee the reasonable costs for the audit. The discrepancy, if any, shall be paid by Lessee to Lessor (or Lessor to Lessee as appropriate) within thirty days of completion of the audit.

TWENTY-NINTH: (a) If the whole or any substantial part of the Premises should be taken for any public or quasi-public use under governmental law, ordinance or regulation, or by right of eminent domain, or by private purchase in lieu thereof and the taking would prevent or materially interfere with the use of the Premises for the purpose of which they are then being used, this Lease shall terminate and the rent shall be abated during the unexpired portion of this Lease, effective when the physical taking shall occur.

(b) If part of the Premises shall be taken for any public or quasi-public use under any governmental law, ordinance or regulation, or by right of eminent domain, or by private purchase in lieu thereof, and this Lease is not terminated as provided in the Subparagraph above, this Lease shall not terminate but the rent payable hereunder during the unexpired portion of this Lease shall be reduced to such extent as may be fair and reasonable under all of the circumstances and Lessor shall undertake to restore the Premises to a condition suitable for the Lessee’s use, as near to the condition thereof immediately prior to such taking as is a reasonably feasible under all the circumstances.

(c) In the event of any such taking or private purchase in lieu thereof, Lessor and Lessee shall each be entitled to receive and retain such separate awards and/or portion of lump sum awards as may be allocated to their respective interest in any condemnation proceedings: provided that Lessee shall not be entitled to receive any award for Lessee’s loss of

***** Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission.

its Leasehold interest, the right to such award being hereby assigned by Lessee to Lessor. Lessee shall, however, be entitled to make a claim against the condemning authority for its moving expenses and the unamortized balance of leasehold improvements paid for directly by Lessee.

THIRTIETH: Should Lessee hold over and remain in possession of the Premises at the expiration of any term hereby created, Lessee shall, by virtue of this paragraph, become a Lessee by the month at ***** the Rent per month of the last monthly installment of Rent above provided to be paid, which said monthly tenancy shall be subject to all the conditions and covenants of this Lease as though the same had been a monthly tenancy instead of a tenancy as provided herein, and Lessee shall give to Lessor at least thirty (30) days’ written notice of any intention to remove from the Premises, and shall be entitled to thirty (30) days’ notice from Lessor in the event Lessor desires possession of the Premises: provided, however, that said Lessee by the month shall not be entitled to thirty (30) days’ notice in the event the said Rent is not paid in advance without demand, the usual thirty (30) days’ written notice being hereby expressly waived. Notwithstanding anything to the contrary contained in this Paragraph 30, Lessee has the right to holdover at the holdover rental rate described above for up to six (6) months following the expiration of the then current term.

THIRTY-FIRST: <INTENTIONALLY DELETED>

THIRTY-SECOND: Lessee shall be entitled to the use of 280 parking spaces on an unassigned, nonreserved basis at no additional cost. In its normal course of business, Lessee will not cause more than said number of parking spaces to be occupied at any one time by its employees or invitees. Lessee acknowledges that some of this parking will be in the rear truckyard of the Premises. Lessor shall identify each parking space as reserved for Lessee if Lessee and Lessor reasonably agree that there is a parking problem that reasonably requires the need for such action. If there continues to a problem after Lessor identifies the parking spaces, Lessor shall take additional reasonable actions to resolve the problem including, without limitations, towing of unauthorized vehicles.

THIRTY-THIRD: Lessee, Its successors and assigns shall comply with the Hazardous Materials Standard for the Miramar Park of Commerce attached hereto as Exhibit “B”. Lessor will require all other lessees of the Complex to comply with the Hazardous Materials Standards for the Miramar Park of Commerce.

THIRTY-FOURTH: Radon is a naturally occurring radioactive gas that, when it has accumulated in a building in sufficient quantities, may present health risks to persons who are exposed to it over time. Levels of radon that exceed federal and state guidelines have been found in buildings in Florida. Additional information may be obtained from your county public health unit.

THIRTY-FIFTH: Force Majeure . In any case, where either party hereto is required to do any act, except the payment of rent or other money, the term for the performance thereof shall be extended by a period equal to any delay caused by or resulting from acts of God, the elements, weather, war, civil commotion, fire or other casualty, strikes, lockouts, labor disturbances, inability to procure labor or materials, failure of power, government regulations or other causes beyond such party’s reasonable control, whether such time be designated by a fixed date, a fixed

***** Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission.

time or a “reasonable time”. Notwithstanding the foregoing, in the event Lessor is restoring the Premises due to damage caused by casualty (as described in Paragraph 4), the timeframes for any additional delay described in this Paragraph 35 shall not apply except if the delay is due to another casualty.

THIRTY-SIXTH: Lessor’s Improvements . (a) Lessor agrees to complete at no cost to Lessee the improvements (“Lessor’s Improvements”) to be described in the Plans to be developed pursuant to Paragraph 37(b) and to provide Substantial Completion of the Premises (as described in Paragraph 36(c) below) on or before November 23, 1999, time being of the essence. All of the improvements to be completed by Lessor including but not limited to the restrooms, shall meet current ADA code and all other applicable codes, laws and regulations. Lessor represents that the Building of which the Premises is a part is handicap accessible. All of the Lessor’s Improvements shall come with a one (1) year warranty from Substantial Completion to cover nonconformity with the plans approved by Lessee and faulty design. In addition, the air conditioning compressor(s) serving the Premises shall carry a five (5) year warranty and the roofs of the three Buildings in the Complex shall carry ten (10) year warranties. Lessor shall be responsible for making any warranty repairs described above. In addition should any latent defects be discovered after the warranty period, Lessor shall utilize its good faith efforts to pursue all of its rights against the architect and/or contractor available under applicable laws to cause the required remedial work to be performed at no cost to Lessee. Lessor and Lessee agree to walk-thru the Premises during the eleventh month following the commencement of this Lease to identify any repairs which may need to be made pursuant to the warranties described above.

(b) Lessee, subject to governmental codes and regulations, shall be permitted to enter and have prior access to the Premises along with its agents, contractors, architects, etc. prior to Substantial Completion. Such right of access shall include access to and use of the loading dock, parking lot, electrical systems, air conditioning, and related facilities, etc. for construction, supervision and equipment installation (including but not limited to Lessee’s computer equipment, telephones and business systems, including, without limitation, all cabling and any wiring associated therewith) and shall not incur any rent or additional rent liability during this time. Lessor and Lessee shall use best efforts to avoid interfering with each other’s contractors and construction/installation efforts.

(c) Substantial Completion . “Substantial Completion” is hereby defined to be the point at which Lessor has satisfied all of the following conditions:

(i) completion of the Premises in accordance with the Plans described in Paragraph 37(b)(ii)„ subject to a minor punch list that does not interfere with the ability of Lessee to conduct its business in the Premises and which punch list shall be completed within thirty (30) days of Substantial Completion;

(ii) availability of dial-tone at the building (internal phone and data wiring, connections and service are Lessee’s responsibility); and

(iii) Issuance of a Certificate of Occupancy, unless Lessor is delayed providing a Certificate of Occupancy as a result of Lessee accessing and/or performing work or pulling permits (or having its contractors or subcontractors perform work or pull permits) within

the Premises prior to the issuance of a Certificate of Occupancy, such work or permits hereinafter referred to as “Lessee’s Work”. In the event of such a delay, a Temporary Certificate of Occupancy for the Premises will verify completion of Lessor’s Improvements. In the event that Lessor cannot provide a Certificate of Occupancy or a Temporary Certificate of Occupancy as a result of Lessee’s Work, Lessor’s architect shall inspect the Premises and issue a letter (“Architect’s Letter) verifying that Lessor has completed Lessor’s Improvements. Notwithstanding any Temporary Certificate of Occupancy or Architect’s Letter, Lessee shall diligently pursue obtaining all approvals and/or “sign-offs” for Lessee’s Work necessary to enable Lessor to obtain a Certificate of Occupancy for the Premises.

(d) In the event Substantial Completion is achieved on a date other than November 23, 1999, Lessee and Lessor agree to make the appropriate adjustments to the Lease dates and rental schedule described in this Lease. Such adjustments shall be verified in writing within thirty (30) days of Substantial Completion and shall postpone the commencement of the term of this Lease one day for each day of delay and shall maintain a lease term of fifteen (15) years and one (1) month, with the first fifteen (15) days of the Lease term being rent free, with rent being due on the first of each month and the lease term ending on the last day of the appropriate month.

(e) In addition to the first fifteen (15) days of the Lease term being rent free per the rent schedule in the Witnesseth Paragraph on page 1, in the event that a Certificate of Occupancy, Temporary Certificate of Occupancy of Architects Letter is issued on a date later than November 23, 1999, Lessee shall be entitled to one and one-half days of additional free Rent and Additional Rent (as each is respectively described in the Witnesseth Paragraph and Paragraph 28 of this Lease) for each day of delay beyond November 23, 1999, which is not caused by force majeure or Lessee’s delay in delivering a Space Plan, approving the Construction Budget or depositing Lessee’s Contribution into the Escrow Account pursuant to Paragraphs 37(b)(i) and 37(d).

(f) Notwithstanding any delays caused by force majeure, in the event a Certificate of Occupancy, Temporary Certificate of Occupancy or Architects letter has not been issued for the Premises by February 28, 2000, Lessee shall have the right to terminate this Lease upon written notice to Lessor. Upon such termination, Lessee shall have no further obligations to Lessor; Lessor shall refund all funds received from Lessee; and any Incentive Money shall be returned to the appropriate governmental agency. Notwithstanding the foregoing, Lessee’s right to terminate this Lease will be delayed one day for each day of Lessee’s delay in delivering a Space Plan, approving the Construction Budget or depositing Lessee’s Contribution into the Escrow Account pursuant to Paragraph 37(b)(i) and 37(d).

(g) *****

(h) Computer Room . As part of Lessor’s Improvements, Lessor shall provide access to and electricity and air conditioning for a + 800 square foot computer room by no later than October 23, 1999. Additional improvements to the computer room to be provided by Lessor by such date are outlined on Exhibit “H”. The location of the computer room which will be shown in the Space Plan to be provided by Lessee pursuant to Paragraph 37(b). Lessee acknowledges that the fire sprinkler system and the emergency generator, if any, may not be in

***** Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission.

place by October 23, 1999, but Lessee will be able to begin installation of its computer equipment on such date. In the event the computer room is not available as described above by October 23, 1999, Lessee shall receive a rent abatement of one and one-half days of free rent for each day of delay for the entire Premises. This rent abatement shall be in addition to the rent abatement described in Paragraph 36(e) and the fifteen (15) days of free rent described in the rent schedule in the Witnesseth Paragraph of Page 1 of this Lease. In the event the computer room is not available as described above by November 23, 1999, this penalty will not be added to the penalty described in Paragraph 36(e) after November 23, 1999, although any penalty incurred prior to November 23, 1999 pursuant to this Paragraph 36(h) shall still apply.

THIRTY-SEVENTH: Improvement Cost . (a) ***** Such allowance is intended to be applied towards (i) all costs associated in with completing Lessor’s Improvements to the Premises (as preliminarily described in Exhibit “C”) and (ii) the cost of all necessary, construction, permit, impact and certificate of occupancy fees. Both parties acknowledge that the final cost to complete the above will significantly exceed this allowance and may change as final plans and specifications are developed and priced. (The final agreed to price for Lessor’s Improvements is hereinafter referred to as the “Final Improvement Cost”). No fees or reimbursements will be charged for Lessor’s reviews, approvals or participation in the design and construction process.

(b) (i) Lessee shall prepare a space plan and design guidelines for the Premises, which shall include electrical equipment locations and power requirements which will be delivered to Lessor on or before June 28, 1999 (the “Space Plan”). In the event that Lessee does not deliver the Space Plan to Lessor on or before June 28, 1999, all references in this Lease to October 23, 1999 with respect to the computer room and November 23, 1999 with respect to Substantial Completion and February 28, 2000 with respect to Lessee’s right to cancel this Lease due to Lessor’s failure to Substantially Complete Lessor’s Improvements shall be extended one day for each day the Space Plan is delivered to the Lessor after June 28, 1999 (i.e. if the Space Plan is delivered to the Lessor on June 30, 1999, all references to October 23, 1999, November 23, 1999, and February 28, 2000 shall be deemed references to October 25, 1999, November 25, 1999 and March 1, 2000, respectively).

(ii) Based upon the Space Plan, Lessor, at its sole cost and expense, shall cause to be prepared construction documents consisting of final architectural, engineering, plumbing, mechanical, life safety and electrical drawings and specifications for Lessor’s Improvements which are of sufficient detail to enable Lessor to obtain all necessary permits required for the construction of Lessor’s Improvements (collectively referred to as the “Plans”). Lessor shall submit the completed Plans to Lessee for Lessee’s approval. Lessee shall have five (5) business days from its receipt of the Plans to review same and to provide Lessor with written approval of the Plans or advise Lessor, in writing, of Lessee’s objections to the Plans. The failure of Lessee to approve or disapprove the Plans, in writing, within the five (5) business days shall be deemed approval. Lessor shall utilize its good faith effort to cause the Plans to be revised on an expedited basis to address Lessee’s objections and resubmit the Plans to Lessee for Its approval. Lessee shall have three (3) business days from receipt of the revised Plans to review and approve same or advise Lessor of Lessee’s objections. The failure of Lessee to approve or disapprove the Plans, in writing, within the three (3) business days shall be deemed approval. The process shall continue until Lessee has approved the Plans. Once approved by

***** Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission.

Lessee, the Plans as so approved may be modified, only with Lessee’s and Lessor’s written approval. The Lessee and Lessor shall cause their respective architects to meet not less than bi-weekly as the Plans are being prepared to coordinate the development of the Plans.

(c) (i) Lessor shall cause the contractor retained by Lessor to construct the Building (the “Contractor”) to obtain competitive bids for the construction of Lessor’s Improvements based upon the initial Plans submitted to Lessee for approval (with not less than three (3) bids for each subcontracted element of the work costing in excess of $50,000). Lessor shall submit to Lessee for its approval a budget of all construction costs, permit, impact and certificate of occupancy fees for construction of the Lessor’s Improvements in accordance with the Plans (the “Construction Budget”) together with all backup items for the Construction Budget, including without limitation, the bids obtained by the Contractor. Lessee shall have five (5) business days from receipt of the Construction Budget and the backup information to review and approve same, or advise Lessor in writing, of Lessee’s objections to the Construction Budget. The failure of the Lessee to approve or disapprove the Construction Budget, in writing, within the five (5) business days shall be deemed approval. In the event that Lessee does not approve the Construction Budget, Lessor and Lessee shall meet with the contractor promptly to revise the Construction Budget to satisfy Lessee’s objections. Lessor shall then submit a revised Construction Budget to Lessee for its approval and Lessee shall have three (3) business days to approve same or advise Lessor of Lessee’s objections. The failure of the Lessee to approve or disapprove the Construction Budget, in writing, within the three (3) business days shall be deemed approval. The process shall continue until Lessee has approved the Construction Budget. The Construction Budget when approved by Lessee shall constitute the Final Improvement Cost.

(d) Provided Lessee has had five (5) business days to review the Plans prior to August 30, 1999 (the “Verification Date”) and five (5) business days to review the Construction Budget based upon the initial Plans submitted to Lessee for approval prior to the Verification Date, if Lessee has not approved both the Plans and the Construction Budget in writing and deposited Lessee’s Contribution as such term is described in Paragraph 37(e) into the Escrow Account by the Verification Date, all references to October 23, 1999 with respect to the computer room and November 23, 1999 with respect to the Substantial Completion and February 28, 2000 with respect to Lessee’s right to cancel this Lease due to Lessor’s failure to Substantially Complete Lessor’s Improvements shall be extended one day for each day after the Verification Date until Lessee has approved both the Plans and the Construction Budget, in writing, and deposited Lessee’s Contribution into the Escrow Account. In addition, Lessee shall pay to Lessor as a penalty ***** (plus State Sales Tax) for each day after the Verification Date until Lessee has approved both the Plans and the Construction Budget, in writing, and deposited Lessee’s Contribution into the Escrow Account. This penalty is in addition to the rents described in the Witnesseth Paragraph on Page 1 of this Lease and any other sums due from Lessee under this Lease.

(e) The difference between the Final Improvement Cost and Lessor’s Improvement Allowance is hereby defined to be “Lessee’s Contribution”. Pursuant to the Witnesseth Paragraph on page 1 of this Lease, Lessee deposited ***** with Lessor towards Lessee’s Contribution concurrent with execution of this Lease. In the event Lessee’s Contribution exceeds ***** the excess amount will be deposited by Lessee into the Escrow Account on the date Lessee approves the Construction Budget and Plans pursuant to Paragraphs 37(b) and 37(c) and will be released to Lessor pursuant to the terms of Paragraph 47.

***** Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission.

(f) In the event Lessee requests a change to the Plans agreed to pursuant to Paragraph 37(b) above and said change is reasonably accepted to Lessor, or if any change is required by a governmental agency, Lessor shall provide Lessee with an estimate of the cost or savings associated with said change (including but not limited to the cost of modifying the plans) and any associated lime delays. If Lessee approves Lessor’s estimate, (a) the dates of this Lease shall be appropriately adjusted in writing by both parties; and (b) in the event the change results in a cost increase, the increase shall be paid by Lessee to Lessor at the time the change is approved, or (c) in the event the change results in a cost decrease, Lessor shall apply such decrease to Rent due under this Lease.

(g) In addition to the Final Improvement Cost described in Lease Paragraph 37(c), Lessor shall provide windows throughout all of the exterior walls of the Premises at no additional cost to Lessee. The size and location of these windows is depicted in Exhibit “G”.

(h) Lessor represents that the aggregate cost to construct the Worldspan space located at 2840 North Commerce Parkway, Miramar, Florida (excluding the cost of plans and specifications) was approximately *****. Lessor represents to Lessee that Lessor should be able to build out space for the Lessee substantially equivalent to the Worldspan space for not more than ***** including the cost of plans and permits.

(i) For explanatory purposes only, a rough estimate of the Final Improvement Cost, Lessor’s Improvement Allowance and Lessee’s Contribution is provided below:


Estimated Final Improvement Cost:			*****
Lessor’s Improvement Allowance:			*****
Lessee’s Contribution:			*****
Portion of Lessee’s Contribution paid to Lessor per Witnesseth Paragraph:			*****
Estimated balance due to Escrow Account (per Paragraph 37(e)):			*****

(j) Lessee and Lessor acknowledge that the timeframes and costs described In Paragraphs 36 and 37 and Lessor’s ability to provide the Plans at its sole cost are based upon the conceptual floor plan attached as Exhibit “C.” In the event the Space Plan varies significantly from Exhibit “C”, such timeframes and costs may need to be adjusted. Any such adjustment shall be reasonable and shall be agreed to in writing by Lessee and Lessor on or before the Verification Date.

THIRTY-EIGHTH: Use . Lessee’s use of the space shall be for general office purposes and employee training which includes, but is not limited to, the use of conference and computer facilities, employee kitchen and related facilities, and other legally permitted use consistent with the characteristics of a first-class office building in Broward County.

***** Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission.

THIRTY-NINTH: Area . The Premises shall consist of approximately 56,194 useable square feet of space. The space shall be measured from the outside of the exterior walls and the center line of tenant separation walls (if any) by the Lessor’s architect and verified by Lessee’s architect. Lessor represents the common area factor to be (0%).

FORTIETH: Renewal Option . Provided that there are no Lessee defaults beyond the applicable grace period under this at the time that the option herein set forth is exercised by Lessee, this Lease may be renewed or extended for one (1) additional term of ***** by Lessee giving written notice to Lessor of its interest to renew not less than nineteen (19) months prior to the expiration of the then current term. All conditions and covenants of the Lease shall continue in full force and effect during such additional term except that:

(a) Lessee’s Cancellation Options (Paragraph 41) shall be null and void;

(b) the monthly rent described in the Witnesseth Paragraph on page 1 of this Lease shall ***** for similar space, accounting for Lessee’s credit worthiness, that Lessee may not require an improvement allowance or rental abatement typical of a new Lessee, and that Lessor shall not lose rent because of any marketing or construction time. Notwithstanding anything to the contrary contained herein, provided Lessor has acted in good faith and has not created any unreasonable delays, in the event Lessee and Lessor do not mutually execute a Lease Renewal within one-hundred and twenty (120) days of the expiration of the then current term of this Lease, Lessee’s renewal option as described herein shall be null and void.

Within 30 days after Lessee shall have given written notice to Lessor to renew the Lease, Lessor and Lessee shall attempt to agree upon the Prevailing Market Rental for the extended term. If the parties agree on Prevailing Market Rental for the extended term during that period, they shall immediately execute an amendment to the Lease stating the Prevailing Market Rental and the amount of the fixed rent for such renewal term in question.

If the parties are unable to agree on the Prevailing Market Rental for the applicable renewal term within the 30 day period, then, within 10 days after the expiration of that period, each party, at its cost, and by giving notice to the other party, shall appoint a real estate appraiser with MAI designation and at least five years’ full time commercial appraisal experience in the area in which the Building is located to appraise the Premises and determine the fair rental value for the Premises, taking Into consideration the factors described in this Paragraph 40(b). If one party does not appoint an appraiser within ten days after the other party has given notice of the name of its appraiser, the single appraiser appointed shall be the sole appraiser, and fair rental value so determined by that appraiser shall be the Prevailing Market Rental for purposes of this Paragraph.

If two appraisers are appointed by the parties as stated above, they shall independently establish fair rental value for the Premises. If the appraisers agree, the Prevailing Market Rental shall be the fair rental value of the property as agreed by the two appraisers. If they are unable to agree within 30 days after the second appraiser has been appointed, the Prevailing Market Rental shall be the fair rental value for the Premises as determined by the average of the two appraisals if the higher of the two appraisals is no greater than 110% of the lower of the two appraisals. If, however, the higher of the two appraisals is more than 110%

***** Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission.

higher than the lower appraisal, the two appraisers shall promptly appoint a third appraiser who shall appraise the Premises and independently determine fair rental value for the Premises, taking into consideration the factors described in this Paragraph 40(b). Each of the parties shall bear one half of the cost of appointing the third appraiser and of paying the third appraiser’s fee. The third appraiser shall have the qualifications stated above and shall further be a person who has not previously acted In any capacity for either party.

Within 30 days after the selection of the third appraiser, the Prevailing Markel Rental shall be established as the fair rental value of the Premises as determined by an average of the three appraisers; provided, however, that if the low appraisal and/or the high appraisal are/is more than ten percent lower and/or higher than the middle appraisal, the low appraisal and/or the high appraisal shall be disregarded. If only one appraisal is disregarded, the remaining two appraisals shall be added together and their total divided by two to establish the Prevailing Market Rental. If both the low appraisal and the high appraisal are disregarded as stated in this Paragraph, the middle appraisal shall establish the Prevailing Market Rental for the Premises during the renewal term in question.

FORTY-FIRST: *****

FORTY-SECOND: Redundant Power Systems . Subject to Lessor’s prior written consent, said consent not to be unreasonably withheld or delayed, Lessee shall have the right to install at its sole cost and expense an Uninterrupted Power Source (“UPS”) System Generator Power Source and the cabling and infrastructure thereto.

FORTY-THIRD: (a) Non-Disturbance . Provided no default has occurred under the Terms of the Lease which has not been cured by Lessee within the applicable grace period, Lessee shall be entitled to lawfully and feasibly, hold, occupy and enjoy the Premises during the Term of the Lease twenty-four (24) hours per day, seven (7) days per week, and fifty-two (52) weeks per year without hindrance or molestation by Lessor or any party claiming by, through or under Lessor. Lessor represents that there is no mortgagee of the Premises as of the execution date of the Lease. As a condition precedent to Lessee’s obligations under the Lease, any future mortgagee shall execute a non-disturbance agreement reasonably acceptable to Lessee, said acceptance not to be unreasonably withheld or delayed.

(b) Compliance with Laws . Lessor warrants it will comply with all local codes, laws and governmental rules and regulations with respect to Building and Premises unless caused by reason specific to Lessee’s use of the Premises.

FORTY-FOURTH: Asbestos and Other Hazardous Materials . Lessor represents and warrants that there is no asbestos or other hazardous materials on the Premises or in the Building. Lessor shall remove same at the Lessor’s sole cost and expense and shall otherwise comply with all Federal, State, and Local rules, regulations, laws, statutes or ordinances pertaining thereto, and shall indemnity Lessee and hold Lessee harmless from all costs and expenses arising from the presence of asbestos or other hazardous materials, unless such presence is caused by Lessee or Lessee’s employees, invities, contractors or agent

***** Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission.

FORTY-FIFTH: Self-Help . (a) If either party (the “Non-performing Party”) at any time fails to fulfill any of its obligations in respect to the Lease within a reasonable period of time, then the other party (the “Performing Party”), after ten (10) days written notice to the Non-performing Party and upon the failure of the Non-performing Party to perform within said ten day period, then without releasing the Non-performing Party and without waiving any rights the Performing Party may have by reason of such failure, the Performing Party may perform the act for which the Nonperforming Party is obligated to have performed but failed to do so. All costs and expenses incurred by the Performing Party in connection with such performance shall be paid by the Non-performing Party to the Performing Party upon demand or may thereafter be off-set against any obligations due the Non-performing Party.

(b) In the event utilities which are within Lessor’s control are interrupted and as a result Lessee cannot reasonably conduct its business for two (2) or more days, Rent shall abate from the date said services are interrupted.

FORTY-SIXTH: Satellite Antenna . Subject to Lessor’s reasonable written approval, Lessee shall have the option, at its sole cost and expense, to install and operate a satellite antenna dish and cables thereto on the roof of the Premises at no additional charge.

FORTY-SEVENTH: Escrow Account . (a) The Escrow Account is hereby defined to be the Milledge & Iden Trust Account. The total amount deposited in the Escrow Account pursuant to Paragraphs 37(e) and 48(b) shall be released to Lessor (with accrued interest released to Lessee) upon completion of Lessor’s Improvements and delivery of a copy of a Certificate of Occupancy, a temporary Certificate of Occupancy or an Architect’s letter to the Escrow Agent. The Incentive Money deposited in the Escrow Account pursuant to Paragraph 48(c) shall be released to Lessee in accordance with the terms and conditions of said Paragraph 48(c).

(b) Limitation of Liability. The Escrow Agent referred to in this Lease has agreed to act as escrow agent with respect to the deposit for the convenience of the parties without fee or other charges for such services as escrow agent. With respect to such escrow service (only), the Escrow Agent shall not be liable:

(i) To any of the parties for any act or omission to act except for its own negligence or willful misconduct;

(ii) For any loss or impairment of funds that have been deposited in escrow while those funds are In the course of collection, or while those funds are on deposit in a financial institution insured by FDIC, if such loss or impairment results from the failure, insolvency or suspension of a financial institution;

(iii) For the default, error, action or omission of Lessee or Lessor.

(c) Interpleader. In connection with such escrow services (only), the Escrow Agent shall be entitled to rely on any document or paper received by it, believed by such Escrow Agent, in good faith, to be bona fide and genuine. Further, in the event of any dispute as to the disposition of the deposit or any other monies or documents held in escrow, the Escrow Agent may, if it so elects, interplead the parties by filing an interpleader action in the Circuit Court in and for Broward County Florida (or the jurisdiction of which both parties do hereby consent),

and to pay into the registry of the court the deposit and any other monies or documents held in escrow including all interest earned thereon, if any, whereupon Escrow Agent shall be relieved and released from any further liability as escrow agent (only) hereunder.

(d) Interest. Funds deposited into the Escrow Account shall earn compounded interest at a floating rate estimated to be between 2% and 4% per annum.

FORTY-EIGHTH: Incentives . (a) “Incentive Money” is hereby defined to be any money received by Lessor from the State of Florida, Broward County or the City of Miramar as an incentive to be utilized for the construction of roads for this Lease with Spirit Airlines.

(b) Incentive Money received before Lessee has deposited Lessee’s Contribution into the Escrow Account pursuant to Paragraph 37(e) shall be placed in the Escrow Account and applied towards Lessee’s Contribution (as defined in Paragraph 37(e)) and released to Lessor upon completion of Lessor’s Improvements as described in Paragraph 47.

(c) Incentive Money received after Lessee has deposited Lessee’s Contribution into the Escrow Account pursuant to Paragraph 37(e) shall be placed in the Escrow Account and released to the Lessee concurrent with the Escrow Account releasing the escrowed portion of Lessee’s Contribution to Lessor pursuant to Paragraph 37(e) and 47. The release of the escrowed Incentive Money to Lessee is subject to there being no material Lessee defaults under this Lease at such time beyond the applicable grace period; in the event of such a default, the Incentive Money will not be released to Lessee until such default has been cured.

(d) A list of potential incentives and the respective maximum dollar amounts is attached as Exhibit “E”. In the event this Lease is terminated pursuant to Paragraph 36(f) any Incentive Money shall be returned to the appropriate governmental agency.

FORTY-NINTH : *****

FIFTIETH: Interruption of Critical Services . Notwithstanding the foregoing, if “critical services” defined as electricity, HVAC (heating, ventillation and/or air conditioning) or water and/or sewer service are Interrupted by any cause and not reasonably mitigated by Lessor, Lessee shall receive a complete abatement of Rent, and Additional Rent from the second day of such stoppage until the “original service” is reinstated or reasonably mitigated by Lessor.

FIFTY-FIRST: Size of Premises . The Premises shall be measured in accordance with BOMA Standard of Measurement, utilizing the ANSI/BOMA 265.1 method of measurement by Lessor’s architect and verified by Lessee’s architect. Lessor represents the common area factor to be zero.

FIFTY-SECOND: Expansion . As of the date of this Lease, Lessor has not leased and agrees not to lease the southern + 25,000 square feet of the MPC-16A Building (as identified on page 2 of Exhibit “A”) to any entity other than Lessee for the thirty (30) day period beginning on the date of this Lease. In addition, Lessee and Lessor agree to negotiate mutually acceptable language to cover Lessee’s Right-of-First Refusal, Right-of-First-Offer, Expansion Rights for Unencumbered Space and relocation of other lessees. Such language will be attached as an addendum to this Lease by June 16, 1999. Lessee’s rights to expand into space within the MPC-

***** Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission.

16A Building which has not been built-out for another lessee shall be under the same terms and conditions as this Lease except that (i) the timeframes for planning and construction described in Paragraphs 36 and 37 will be modified and (ii) appropriate adjustments will be made to reflect a shorter lease term ending concurrently with this Lease.

IN WITNESS WHEREOF, The parties hereto have hereunto executed this Instrument for the purpose herein expressed, the day and year above written.

Signed, sealed and delivered in the presence of:


	LESSOR: SUNBEAM DEVELOPMENT CORPORATION

/s/ Frances Hernandez	By:	/s/ Andrew L. Ansin
Witness Sign Name		Vice President
	Date	6/17/99
/s/ Tomme J. Gomez
Witness Sign Name
	LESSEE: SPIRIT AIRLINES, INC.

/s/ Tammy Micakovia	By:	/s/ John R. Severson
Witness Sign Name	Title:	SVP & CFO
	Date	6-11-99
/s/ Patricia M. Warwick
Witness Sign Name
	ESCROW AGENT: MILLENE & IDEN

	By:	/s/ Bruce Iden
	Title:	Partner
	Date	June 18, 1999

Lease Modification and Contraction Agreement

THIS LEASE MODIFICATION AND CONTRACTION AGREEMENT, is made and entered into as of the 7th day of May 2009 (“Lease Modification Execution Date”), between Sunbeam Development Corporation, an Indiana corporation (hereinafter referred to as “Lessor”), and Spirit Airlines, Inc., a Delaware corporation (hereinafter referred to as “Lessee”).

WHEREAS , Lessee and Lessor signed a Lease (the “Lease”) dated June 17, 1999 for Lessee to lease 2800 – 2888 Executive Way, Miramar, Florida (“Original Premises”); and

WHEREAS , Lessee and Lessor modified the Lease pursuant to an Addendum to the Lease dated June 18, 1999, a Second Addendum to the Lease dated October 12, 1999 and a Third Addendum the Lease dated October 12, 1999;

WHEREAS , Lessee and Lessor subsequently signed a Lease Expansion Agreement dated October 12, 1999 for Lessee to lease 2954 – 2990 Executive Way, Miramar, Florida (the “Expansion Premises”); and

WHEREAS , Lessee and Lessor entered into a Land Lease dated October 12, 1999; and

WHEREAS , Lessee and Lessor further modified the Lease by two letter agreements dated December 28, 1999 and April 4, 2000;

WHEREAS , both parties agree to Lessee vacating 2954-2990 Executive Way (19,390 square feet) (“the Expansion Premises”) and make various other modifications and adjustments to the Lease; and

WHEREAS , the location of both the Original Premises and the Expansion Space are depicted on Exhibit “a” attached; and

WHEREAS , no security deposit shall continue to be held under this lease; and

NOW, THEREFORE , in consideration of the mutual benefits to the parties and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:

I. To reflect Lessee’s ,contraction, the following changes shall be made to the Lease, effective March 1, 2009 unless noted otherwise below.

a. Witnesseth Paragraph 1, line 2: change the address from “2800-2888 Executive Way and 2954-2990 Executive Way” to “2800-2888 Executive Way”;

b. Witnesseth Paragraph 1, line 2: decrease the square footage of the Premises from “75,584” to “56,194” square feet and replace Exhibit “A” with Exhibit “a” attached hereto;

c. Witnesseth Paragraph: to reflect the contraction and other changes to the Lease that are described in this Lease Modification and Contraction Agreement, revise the rent schedule as shown below:

*****

Rents for months not listed above shall remain unchanged.

***** Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission.

d. Witnesseth Paragraph: Replace “Such payments are in addition to all other payments to be made under this Lease by Lessee, including but not limited to those described in Paragraph 28.” with “The term “rent” under this Lease shall include the monthly sums referenced above (including applicable sales taxes), and all other sums due under this Lease, including but not limited to those described in Paragraphs 20 and 28.”

e. Paragraph 12: Add the following at the end of the paragraph:

“(b) As power interruption can cause damage to the EXIT and EMERGENCY lights and other portions of the Premises, Lessee shall continuously maintain electrical service to the Premises until the expiration of the Lease term. In addition, Lessee shall provide Lessor with written notice a minimum of five (5) business days prior to disconnecting power so Lessor will have adequate time to put the service in Lessor’s name. In the event Lessee fails to maintain electrical service or provide notice to Lessor as described above, Lessee shall reimburse Lessor for the cost of repairing any damage caused by the resulting power interruption.”

f. Paragraph 22: Replace “liability insurance containing a single limit of not less than ***** for both property (including but not limited to fire hazard) and bodily injury” to “liability insurance containing a single limit of not less than ***** for both property (including but not limited to fire hazard) and bodily injury”.

g. Paragraph 28B, Decrease Lessee’s Proportionate Share of Expenses from “*****” to *****.”

h. Paragraph 32, line 1. Replace “367” parking space with “280” parking spaces.

i. Paragraph 37: Delete the entire Paragraph.

j.*****

k.*****

l. Paragraph 52: Delete the entire Paragraph, as Lessee’s restrictions and rights to MPC-16A are hereby deemed null and void.

m.*****

n.*****

o. Paragraph 55: Delete the entire Paragraph as Lessee’s Relocation Rights are hereby deemed null and void.

II. In order to reflect the parties’ agreement to eliminate Lessor’s obligations to provide a remodel allowance in the 11th year and to otherwise clarify Lessor’s obligations with

***** Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission.

respect to Lessor’s Improvements, delete the entire Paragraph 36 and replace it with the following:

“THIRTY-SIXTH: Lessor’s Improvements . Lessee acknowledges that Lessee has been in control of the Original Premises and is continuing to lease the Premises in “as-is” condition subject to Lessor completing Lessor’s Improvements as hereinafter defined. Lessor agrees to complete at no cost to Lessee the improvements (“Lessor’s Improvements”) described in Exhibit “b”. All of Lessor’s Improvements shall be built in accordance with Florida Building Code (F.B.C. 2004) and the Florida Fire Prevention Code, January 1, 2005, edition as interpreted by the City of Miramar Building Department and City of Miramar Fire Department and shall come with a one (1) year warranty to cover latent defects, nonconformity with Exhibit “b” and faulty design. Lessee acknowledges that Lessor has made and shall be making no improvements within the Premises which are intended to accommodate the use, handling, storage, distribution or transportation of hazardous materials which may be brought in, on, or around the Premises by Lessee, or its employees, agents, invitees, licensees or guests.”

III. Lessee and Lessor each represent to the other that no broker is due a commission from this Lease Modification and Contraction Agreement.

IV. Terms, Ratification, Conflict . All terms used herein and not otherwise defined shall have the meanings ascribed to said terms in the Lease, or the other documents, letters and agreements referenced in the recitals if this Lease Modification and Contraction Agreement. The Lease as amended is hereby ratified and confirmed. In the event of a conflict between the terms and provisions of this Lease Modification and Contraction Agreement and the terms and provisions of the Lease or the other documents, letters and agreements referenced in the recitals if this Lease, the terms and provisions of this Lease Modification and Contraction Agreement shall control.

V. The Lease and Lessee’s obligation to pay Rent and Lessee’s Proportionate Share of Expenses for the Expansion Premises shall terminate February 28, 2009. Any obligations of the Lessee and Lessor related to the Expansion Premises accruing prior to February 28, 2009 (including but not limited to Rent and Lessee’s Proportionate Share of Expenses as respectively described in the Witnesseth Paragraph and Paragraph 28 of the Lease, and Lessee’s obligation to leave the Expansion Premises in good condition, reasonable wear and tear excepted), shall survive such termination.

In the event Lessee does not vacate the Expansion Premises within ***** days following Lessor completing Phase 1 of Lessor’s Improvements, the Lessee shall be considered to be holding over in the Expansion Premises and Lessee shall be obligated to pay (i) the monthly rent due for the Original Premises, plus (ii) holdover rent for the Expansion Premises, as described in Paragraph 30 of the Lease, retroactive to March 1, 2009.”

VI. The Land Lease between Lessee and Lessor dated October 12, 1999 is hereby deemed null and void. Lessee shall no longer have rights to lease additional land from Lessor.

All other terms and conditions of the Lease shall remain unchanged.

***** Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission.

The provisions of this Lease Modification and Contraction Agreement shall bind and inure to the benefit of the parties hereto, their heirs, executors, administrators, successors and assigns.

IN WITNESS WHEREOF, the parties hereto have hereunto executed this instrument for the purpose herein expressed, the day and year above written.

Signed, sealed and delivered in the presence of:


	LESSOR: Sunbeam Properties, Inc.

/s/ Clara Pink	By:	/s/ Andrew L. Ansin
Witness Sign Name	Its:	Vice President

	5/7/09
	Date
/s/ Lisette Garcia
Witness Sign Name


	LESSEE: Spirit Airlines, Inc.

/s/ Jake Filene	By:	/s/ David Lancelot
Witness Sign Name	Its:	SVP & CFO

	4/30/09
	Date
/s/ Rene R. Fisher
Witness Sign Name

LOGO

Exhibit “b”

Specifications for Lessor’s Improvements

Page 1 of 3

PHASE 1 (to be completed immediately following mutual lease execution):

Demo the wall and associated cabling per the attached plan

Prep floor for carpet in CLASSROOM 1 and CLASSROOM 2

Remove interior windows as shown on the attached plan and replace openings with studs and drywall

Install studs for 2 new below-the-ceiling walls with drywall on the south side of the southernmost wall and drywall on the north side of the northernmost wall (drywall will not be taped or painted in Phase 1)

Install Miramar Park of Commerce standard carpet and vinyl base in CLASSROOM 1 and CLASSROOM 2

Remove exterior doors and window frames to allow for Lessee’s installation of training equipment. Lessor will have doors and window frames reinstalled the same day. Date and timing of door and window frame removal and reinstallation to be coordinated with Lessee’s scheduled installation of training equipment.

PHASE 2 (to be completed upon receipt of a City of Miramar Building Permit):

complete walls begun in Phase 1 including providing sound insulation

To accommodate the creation of CLASSROOM 1 and CLASSROOM 2:

^¡

adjust existing 2 x 4 lay-in lights

^¡

add light switches for each classroom and breakroom (each to be isolated)

^¡

add quad outlets along new walls and one additional outlet on adjacent wall (One quad for every row of tables shown on floorplan).

^¡

add a duplex outlet in each classroom ceiling for overhead projectors

^¡

install a ceiling-mounted junction-box in CLASSROOM 1 and CLASSROOM 2

^¡

Install conduit for data cables next to every quad and duplex outlet in the classrooms and stub same in the ceiling with 90 degree bends

^¡

adjust HVAC ductwork (no new HVAC units to be installed)

^¡

adjust fire sprinklers

paint new walls to match existing

All else existing to remain including flooring in the BREAKROOM

LOGO

Exhibit 10.15

AIRBUS A320 FAMILY PURCHASE AGREEMENT

Dated as of May 5, 2004

Between

AVSA S.A.R.L.,

Seller

and

SPIRIT AIRLINES, INC

Buyer


NKS-A320 FAMILY-PA		i

C O N T E N T S


CLAUSES	TITLE
0 -	DEFINITIONS	2

1 -	SALE AND PURCHASE	9

2 -	SPECIFICATION	10

3 -	PRICE	12

4 -	PRICE REVISION	16

5 -	PAYMENT TERMS	17

7 -	CERTIFICATION	21

8 -	TECHNICAL ACCEPTANCE	23

9 -	DELIVERY	25

10 -	EXCUSABLE DELAY AND TOTAL LOSS	27

11 -	INEXCUSABLE DELAY	29

12 -	WARRANTIES AND SERVICE LIFE POLICY	31

13 -	PATENT AND COPYRIGHT INDEMNITY	48

14	TECHNICAL DATA	51

15 -	SELLER REPRESENTATIVES	56

16 -	TRAINING AND TRAINING AIDS	59

17	SUPPLIER PRODUCT SUPPORT	76

18 -	BUYER FURNISHED EQUIPMENT	78

19 -	INDEMNITIES AND INSURANCE	82

20 -	ASSIGNMENTS AND TRANSFERS	85

21	TERMINATION	87


NKS-A320 FAMILY-PA		ii


Spirit Airlines-A320 FAMILY – PA			iii

C O N T E N T S


EXHIBITS
EXHIBIT A-1		A319 STANDARD SPECIFICATION

EXHIBIT A-2		A320 STANDARD SPECIFICATION

EXHIBIT A-3		A321 STANDARD SPECIFICATION

EXHIBIT A-4		SCN’s

EXHIBIT B-1		A319 SCN FORM
		A320 SCN FORM
		A321 SCN FORM

EXHIBIT B-2		A319 MSCN FORM
		A320 MSCN FORM
		A321 MSCN FORM

EXHIBIT C		SELLER SERVICE LIFE POLICY

EXHIBIT D		CERTIFICATE OF ACCEPTANCE

EXHIBIT E		BILL OF SALE

EXHIBIT F		TECHNICAL DATA AND SOFTWARE SERVICES

APPENDIX 1 TO EXHIBIT F		LICENSE FOR USE OF SOFTWARE

APPENDIX 2 TO EXHIBIT F		LICENSE FOR USE OF AIRBUS ON-LINE SERVICES

ATTACHMENT 1 TO APPENDIX 2 TO EXHIBIT F		AIRBUS ON LINE SERVICES

EXHIBIT G		SELLER PRICE REVISION FORMULA

EXHIBIT H		PROPULSION SYSTEMS PRICE REVISION FORMULA


Spirit Airlines-A320 FAMILY – PA		iv

P U R C H A S E A G R E E M E N T

This agreement is made this 5 ^th day of May 2004

between

AVSA, S.A.R.L. a société à responsabilité limitée organized and existing under the laws of the Republic of France, having its registered office located at

2, rond-point Maurice Bellonte

31700 BLAGNAC

FRANCE

(hereinafter referred to as the “ Seller ”)

and

SPIRIT AIRLINES, INC. a corporation organized and existing under the laws of the State of Delaware, United States of America, having its principal corporate offices located at 2800 Executive Way, Miramar, Florida 33025 (hereinafter referred to as the “ Buyer ”)

WHEREAS the Buyer wishes to purchase and the Seller is willing to sell new Airbus A319-100 model Aircraft and /or A320 model Aircraft and/or A321 model Aircraft, on the terms and Conditions herein provided; and

WHEREAS the Seller is a sales subsidiary of Airbus S.A.S. and will purchase such aircraft from Airbus S.A.S. for immediate resale to the Buyer,


NKS-A320 FAMILY-PA – Draft 4			1

NOW THEREFORE IT IS AGREED AS FOLLOWS:

0 - DEFINITIONS

For all purposes of this agreement, except as otherwise expressly provided or unless the context otherwise requires, the following terms will have the following meanings:

Affiliate – with respect to any person or entity, any other person or entity directly or indirectly controlling, controlled by or under common control with such person or entity, not including any of the Associated Contractors.

Agreement – this Airbus A320 Family mochas agreement, including all exhibits and appendixes attached hereto, as the same may be amended or modified and in effect from time to time.

A319 Aircraft – any or all of the (i) A319 Firm Aircraft; or (ii) Option Aircraft or Rolling Option Aircraft that have been converted into firmly ordered A319 aircraft.

A319 Airframe – any A319 Aircraft, excluding Propulsion Systems.

A319 Firm Aircraft – any or all of the eleven (11) firm A319-100 Aircraft for which the delivery schedule is set forth in Clause 9.1.1 hereof together with all components, equipment, parts and accessories installed in or on such aircraft and the Propulsion Systems installed thereon upon delivery.

A319 Propulsion System – the two (2) International Aero Engines IAE V2524-A5 powerplants installed on an A319 Aircraft at Delivery, each composed of the powerplant (as such term is defined in Chapters 70-80 of ATA Specification 100 (Revision 21), but limited to the equipment, components, parts and accessories included in the powerplant, as so defined) that have been sold to the Manufacturer by the Propulsion Systems manufacturer.

A319 Specification – the A319 Standard Specification as amended by the applicable SCNs itemized in Exhibit A-4 attached hereto and any thereafter agreed between Buyer and Seller as evidenced by executed Specification Change Notices, including maximum*****, as such document may be amended from time to time.

A319 Standard Specification – the A319 standard specification document number J.000.01000, Issue 4 revision 1, dated April 30, 2001, published by the Manufacturer, a copy of which is annexed as Exhibit A-1 hereto.

A320 Aircraft – any or all of the (i)A320 Finn Aircraft, or (ii) Option Aircraft or Rolling Option Aircraft that have been converted into firmly ordered A320 aircraft; or (iii) A319 Aircraft that have been converted into firmly ordered A320 Aircraft.

A320 Airframe – any A320 Aircraft, excluding Propulsion Systems

A320 Family Aircraft – Airbus A319-100, A320-200 or A321-200 model aircraft.

***** Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission.


Spirit Airlines - A320 FAMILY – PA			2

A320 Propulsion Systems – the two (2) IAE V2527-A5 powerplants installed on an A319 Aircraft at Delivery, each composed of the powerplant (as such term is defined in Chapters 70-80 of ATA Specification 100 (Revision 21), but limited to the equipment, components, parts and accessories included in the powerplant, as so defined) that have been sold to the Manufacturer by the Propulsion Systems manufacturer.

A320 Specification – the A320 Standard Specification as amended by the applicable SCNs set forth in Exhibit A-4· attached hereto and any thereafter agreed between Buyer and Seller as evidenced by executed Specification Change Notices, including ***** as such document may be amended from time to time.

A320 Standard Specification – the A320 standard specification document number D.000.02000, Issue 5 revision 1, dated April 30, 2001, published by the Manufacturer, a copy of which annexed as Exhibit A-2 hereto.

A321 Aircraft – any or all of the (i) A321 Firm Aircraft; or (ii) Option Aircraft or Rolling Option Aircraft that have been converted into firmly ordered A321 aircraft or (iii) A319 Aircraft that have been converted into firmly ordered A321 aircraft.

A321 Airframe – any A321 Aircraft, excluding Propulsion Systems.

A321 Firm Aircraft – any or all of the four (4) firm A321 Aircraft for which the delivery schedule is set forth in Clause 9.1.1 hereof to be sold by the Seller and purchased by the Buyer pursuant to this Agreement, together with all components, equipment, parts and accessories installed thereon upon delivery.

A321 Propulsion System – the two (2) IAE V2533-A5 powerplants installed on an A321 Aircraft at Delivery. each composed of the powerplant (as such term is defined in Chapters 70-80 of ATA Specification 100 (Revision 21). but limited to the equipment, components, parts and accessories included in the powerplant, as so defined) that have been sold to the Manufacturer by the Propulsion Systems manufacturer.

A321 Specification – the A321 Standard Specification as amended by the applicable SCNs itemized in Exhibit A-4 attached hereto and any thereafter agreed between Buyer and Seller as evidenced by executed Specification Change Notices, including ***** as such document may be amended from time to time.

A321 Standard Specification – the A321 standard specification document number E.000.0200, Issue 2 revision 1, dated April 30, 2001, published by the Manufacturer, a copy of which is annexed as Exhibit A-3 hereto.

Aircraft – any or all of the A319 Firm Aircraft, A321 Firm Aircraft and any or all of the Option Aircraft that have been converted to a firm order to be sold by the Seller and purchased by the Buyer pursuant to this Agreement.

Airframe – any Aircraft, excluding the Propulsion Systems.

***** Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission.


Spirit Airlines - A320 FAMILY – PA			3

ANACS – Airbus North America Customer Services, Inc., a corporation organized and existing under the laws of Delaware, having its registered office located at J98 Van Buren Street, Suite 300, Herndon, VA 20170, or any successor thereto.

Associated Contractors – collectively, the following subcontractors of the Manufacturer:

(1)

Airbus France S.A.S., whose principal office is at

316, route de Bayonne

31060 Toulouse

France

(2)

Airbus UK Ltd, whose principal office is at

Warwick House

PO Box 87

Farnborough Aerospace Centre

Farnborough

Hants GU14 6YU

England

(3)

Airbus Espana S.L., whose principal office is at

404 Avenida de Aragon

28022 Madrid

Spain

(4)

Airbus Deutschland GmbH, whose principal office is at

Kreetslag 10

Postfach 95 01 09

21111 Hamburg

Germany

ATA – the Air Transport Association of America

ATA Specification 100 – the specification issued by the Air Transport Association of America relating to manufacturers’ technical data.

ATA Specification 101 – the specification issued by the Air Transport Association of America relating to ground equipment technical data.

ATA specification 102 – the specification issued by the Air Transport Association of America relating to software programs.

ATA Specification 200 – the specification issued by the Air Transport Association of America relating to integrated data processing.

ATA Specification 300 – the specification issued by the Air Transport Association of America relating to the packaging of spare parts shipments.

ATA Specification 2000 – the specification issued by the Air Transport Association of America relating to an industry-wide communication system linking suppliers and users for the purposes of spares provisioning, purchasing, order administration, invoicing and information or data exchange.


Spirit Airlines - A320 FAMILY – PA			4

ATA Specification 2100 – the specification issued by the Air Transport Association of America relating to the standards for the presentation of technical information prepared as digital media (magnetic tape or CD ROM).

Aviation Authority – when used with respect to any jurisdiction, the government entity that, under the laws of such jurisdiction, has control over civil aviation or the registration, airworthiness or operation of civil aircraft in such jurisdiction.

Balance of the Final Contract Price – means the amount payable by the Buyer to the Seller on the Delivery Date for an Aircraft after deducting from the Final Contract Price for such Aircraft the amount of all Predelivery Payments received by the Seller from the Buyer in respect of such Aircraft on or before the Delivery Date for such Aircraft.

Base Price – for any Aircraft, Airframe, SCNs or Propulsion Systems, as more completely defined in Clause 3.1 of this Agreement.

Buyer Furnished Equipment (BFE) – for any Aircraft, all the items of equipment that will be furnished by the Buyer and installed in the Aircraft by the Seller, as defined in the Specification.

Customer Originated Changes (COC) – Buyer-originated data that are introduced into Seller’s Technical Data and Documentation, as more completely set forth in Clause 14.9.3 of this Agreement.

Delivery – the transfer of title and tender of possession of the Aircraft from the Seller to the Buyer, in accordance with Clause 9.

Delivery Date – the date on which Delivery will occur.

Delivery Location – *****

Development Changes – as defined in Clause 2.1.4 of this Agreement.

DGAC – the Direction Générale de l’Aviation Civile of France, or any successor thereto.

EASA – European Aviation Safety Agency or any successor agency thereto.

Excusable Delay – delay in delivery or failure to ,deliver an Aircraft due to causes specified in Clause 10.1 of this Agreement.

Export Certificate of Airworthiness – an export certificate of airworthiness issued by the Aviation Authority of the Delivery Location.

FAA – the U.S. Federal Aviation Administration, or any successor thereto.

Final Contract Price – as defined in Clause 3.2 of this Agreement.

***** Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission.


Spirit Airlines - A320 FAMILY – PA			5

Firm Aircraft – any or all of the A319 Firm Aircraft, A321 Firm Aircraft.

Free Carrier (FCA) – as defined in Incoterms 2000: ICC Official Rules for the Interpretation of Trade Terms, published by the International Chamber of Commerce.

In-house Warranty – as referred to in Clause 12.1.8 of this Agreement.

In-house Warranty Labor Rate – as defined in Clause 12.1.8(v)(b) of this Agreement.

Initial Payment – each of the initial payment amounts described in Clause 5.3. of this agreement

Interface Problem – as defined in Clause 12.4.1 of this Agreement.

LBA – Luftfahrt-Bundesamt of Germany or any successor thereto.

LIBOR – the London Interbank Offered Rate for each stated interest period, the rate determined on the basis of the offered rates for deposits in US dollars for six-months deposits in US dollars, appear on the Reuters Screen LIBO Page as of 11:00 a.m., London time, on the day that is two (2) days (other than a Saturday, Sunday or a day that is a legal holiday or a day on which banking institutions are authorized to close in the City of New York, New York, London, England, or Paris, France before the first day of an interest period. If at least two (2) such offered rates appear on the Reuters Screen LIBO Page, the rate for that interest period will be the arithmetic mean of such offered rates rounded to the nearest one-hundred thousandth of a basis point. If only one (1) offered rate appears, the rate for that interest period will be “LIBOR” as quoted by National Westminster Bank, plc. “Reuters Screen LIBO Page” means the display designated as page “LIBO” on the Reuters Monitor Money Rates Service (or any successor to such page or service).

Manufacturer – Airbus S.A.S. a Société par Actions Simplifiée established under the law of the Republic of France.

Manufacturer Specification Change Notice (MSCN) – as defined in Clause 2.1.3 of the Agreement.

Option Aircraft – any or all of the A320 Family Aircraft on option order for which the delivery schedule is set forth in the Agreement, and which may be sold by the Seller and purchased by the Buyer pursuant to this Agreement, together with all components, equipment, parts and accessories installed in or on such aircraft and the Propulsion Systems installed thereon upon delivery.

Predelivery Payment – any of the payments made in accordance with Clause 5.2 of this Agreement.

Predelivery Payment Reference Price – as defined in Clause 5.2.2 of this Agreement.


Spirit Airlines - A320 FAMILY – PA			6

Propulsion Systems – either or all of the A319 Propulsion Systems, the A320 Propulsion Systems or the A321 Propulsion Systems.

Propulsion Systems Price Revision Formula – the Propulsion Systems price revision formula set forth in Exhibit H hereto.

Ready for Delivery – when (i) the Technical Acceptance Process has been successfully completed for an Aircraft and (ii) the Export Certificate of Airworthiness has been issued for such Aircraft.

Reference Price – as set forth in Clause 3.1.1.3 of the Agreement.

Rolling Option Aircraft – any or all of the up to ***** A320 Family Aircraft that may be placed on option order pursuant to this Agreement and which may be sold by the Seller and purchased by the Buyer pursuant to this Agreement, together with all components, equipment, parts and accessories installed in or on such aircraft and the Propulsion Systems installed thereon upon delivery.

Scheduled Delivery Month – as defined in Clause 9.1.1 of the Agreement.

Seller Price Revision Formula – the airframe price revision formula set forth in Exhibit G hereto.

Service Life Policy – as set forth to in Clause 12.2 of this Agreement

Specification – either or all of the A319 Standard Specification, A320 Standard Specification or the A321 Standard Specification; as the context may require, as amended by the SCN’s set forth in Exhibit A-4 hereto as may be further amended or modified in accordance with this Agreement

Specification Change Notice (SCN) – as defined in Clause 2.1.2 of the Agreement.

Supplier – any supplier of Supplier Parts.

Supplier Part – any component, equipment, accessory or part installed in an Aircraft at the time of Delivery thereof, not including the Propulsion Systems or Buyer Furnished Equipment, for which there exists a Supplier Product Support Agreement.

Supplier Product Support Agreement – an agreement between the Manufacturer and a Supplier containing enforceable and transferable warranties (and in the case of landing gear suppliers, service life policies for selected structural landing gear elements).

Technical Data – as set forth in Exhibit F hereto.

Termination Event – as defined in Clause 21.1 and 21.2 of this Agreement.

Training Conference – as defined in Clause 16.4.1 of this Agreement.

Warranted Part – as defined in Clause 12.1.1 of this Agreement.

***** Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission.


Spirit Airlines - A320 FAMILY – PA			7

Warranty Claim – as defined in Clause 12.1.7(v) of this Agreement.

Working Day – with respect to any action to be taken hereunder, a day other than a Saturday, Sunday or other day designated as a holiday in the jurisdiction in which such action is required to be taken.

The terms “herein,” “hereof” and “hereunder” and other words of similar import refer to this Agreement, and not a particular Clause thereof. The definition of a singular in this Clause will apply to plurals of the same words.

Technical and trade terms not otherwise defined herein will have the meanings assigned to them as generally accepted in the aircraft manufacturing industry.


Spirit Airlines - A320 FAMILY – PA			8

1 -	SALE AND PURCHASE

The Seller will cause to be manufactured, will acquire and will sell and deliver, and the Buyer will purchase (from the Seller) and take delivery of, the Aircraft, subject to. the terms and conditions in this Agreement.


Spirit Airlines - A320 FAMILY – PA			9

2 -	SPECIFICATION

2.1	Specification Documents

2.1.1

The A319 Aircraft will be manufactured in accordance with the A319 Specification. The A320 Aircraft will be manufactured in accordance with the A320 Specification. The A321 Aircraft will be manufactured in accordance with the A321 Specification.

2.1.2

Specification Change Notice

The Specifications may be amended by execution by Buyer and Seller of a Specification Change Notice (SCN) in substantially the form set out in Exhibit B-1 hereto. An SCN will set out the SCN’s effectivity and the particular change to be made to the Specifications and the effect, if any, of such change on design, performance, weight, Delivery Date of the Aircraft affected thereby, interchangeability or replaceability requirements of the Specification and text of the Specification. An SCN may result in an adjustment of the Base Price of the Aircraft, which adjustment if any, will be specified in the SCN.

2.1.3

Manufacturer Specification Change Notice

The Specifications may also be amended in writing by the Seller by a Manufacturer’s Specification Change Notice (MSCN). Each MSCN will be substantially in the form set out in Exhibit B-2 hereto and will set out the MSCN’s effectivity and the particular change to be made to the Specifications and the effect, if any, of such change on design, performance, weight, Delivery Date of the Aircraft affected thereby, interchangeability or replaceability requirements of the Specification and text of the Specification. MSCNs will be subject to the Buyer’s acceptance.

2.1.4

Development Changes

Changes may be made by the Seller without the Buyer’s consent by a Manufacturer’s Information Document (MID) when changes to the Aircraft are deemed by the Seller to be necessary to improve the Aircraft affected thereby, prevent delay or ensure compliance with this Agreement (“Development Changes”) and such Development Changes do not adversely affect price, Delivery Date, design life, weight or performance of the Aircraft affected thereby, interchangeability or replaceability requirements.

2.2	Propulsion Systems

The Airframe will be equipped with the Propulsion Systems. If the Buyer has not selected the Propulsion Systems as of the date of this Agreement, such choice shall be made *****.

***** Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission.


Spirit Airlines - A320 FAMILY – PA			10

2.3	Customization Milestones Chart

Within fifteen (15) days after signature of the Agreement, the Seller will provide the Buyer with a customization milestones chart, defining the lead times before Delivery needed for agreeing on items requested by the Buyer from the Standard Specifications and Configuration Guides CD-ROM (the “ Customization Milestone Chart ”).


Spirit Airlines - A320 FAMILY – PA			11

3 -

PRICE

3.1	Base Price of the Aircraft

3.1.1

The Base Price of each applicable Aircraft is the sum of:

(i)

the Base Price of the applicable Airframe

(ii)

the Base Price of the applicable Propulsion Systems for the Aircraft.

3.1.1.2

Base Price of the Airframe

3.1.1.2.1

A319 Airframe

The Base Price of the A319 Airframe is the sum of the Base Prices set forth below in (i) and (ii):

(i)

the Base Price of the A319 Airframe , as defined in the A319 Standard Specification (excluding Buyer Furnished Equipment and SCNs), at delivery conditions prevailing in January 2003, is:

*****

(ii)

the Base Price of any and all SCNs for the A319 Aircraft mutually agreed upon prior to the signature of this Agreement and set forth in Exhibit B-1 hereto, at delivery conditions prevailing in January 2003, is:

*****

3.1.1.2.2

A320 Airframe

The Base Price of the A320 Airframe is the sum of the Base Prices set forth below in (i) and (ii):

(i)

the Base Price of the A320 Airframe , as defined in the A320 Standard Specification (excluding Buyer Furnished Equipment and SCNs), at delivery conditions prevailing in January 2003, is:

***** and

(ii)

the Base Price of any and all SCNs for the A320 Aircraft mutually agreed upon prior to the signature of this Agreement and set forth in Exhibit B-1 hereto, including *****, is:

*****

3.1.1.2.3

A321 Airframe

***** Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission.


Spirit Airlines - A320 FAMILY – PA			12

The Base Price of the A321 Airframe is the sum of the Base Prices set forth below in (i) and (ii):

(i)

the Base Price of the A321 Airframe, as defined in the A321 Standard Specification (excluding Buyer Furnished Equipment and SCNs), at delivery conditions prevailing in January 2003, is:

***** and

(ii)

the Base Price of any and all SCNs for the A321 Aircraft mutually agreed upon prior to the signature of this Agreement and set forth in Exhibit B-1 hereto, at delivery conditions prevailing in January 2003, is:

*****

3.1.1.3

Base Price of the Propulsion Systems

3.1.1.3.1

A319 Propulsion Systems

The Base Price of the IAE V2524-A5 Propulsion Systems, at delivery conditions prevailing in January 2003, is:

*****

Said Base Price has been calculated from the Reference Price for the A319 Propulsion Systems indicated by International Aero Engines of ***** in accordance with delivery conditions prevailing in January 2001.

3.1.1.3.2

A320 Propulsion Systems

The Base Price of the Propulsion Systems IAEV2527-A5, at delivery conditions prevailing in January 2003, is:

*****

Said Base Price has been calculated from the Reference Price for the A320 Propulsion Systems indicated by International Aero Engines of ***** in accordance with delivery conditions January 2001.

3.1.1.3.3

A321 Propulsion Systems

The Base Price of the IAEV2533-A5 Propulsion Systems for the A321 Aircraft, at delivery conditions prevailing in January 2003, is:

*****

Said Base Price has been calculated from the Reference Price for the A321 Propulsion Systems indicated by International Aero Engines of US $***** in accordance with delivery conditions January 2001.

***** Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission.


Spirit Airlines - A320 FAMILY – PA			13

3.2	Final Contract Price

3.2.1

The Final Contract Price of an A319 Aircraft will be the sum of:

(i)

the Base Price of the A319 Airframe, as adjusted to the Delivery Date of such A319 Aircraft in accordance with the Seller Price Revision Formula;

(ii)

the price of any SCNs for the A319 Aircraft entered into after the date of signature of this Agreement, as adjusted to the Delivery Date of such A319

Aircraft in accordance with the Seller Price Revision Formula;

(iii)

the Reference Price of the A319 Propulsion Systems constituting a part of such A319 Aircraft, as adjusted to the Delivery Date of such A319 Aircraft in accordance with the Propulsion Systems Price Revision Formula; and

(iv)

any other amount resulting from any other provisions of this Agreement and/or any other written agreement between the Buyer and the Seller relating to the A319 Aircraft.

3.2.2

The Final Contract Price of an A320 Aircraft will be the sum of:

(i)

the Base Price of the A320 Airframe, as adjusted to the Delivery Date of such A320 Aircraft in accordance with the Seller Price Revision Formula;

(ii)

the price of any SCNs for the A320 Aircraft entered into after the date of signature of this Agreement, as adjusted to the Delivery Date of such A320

Aircraft in accordance with the Seller Price Revision Formula;

(iii)

the Reference Price of the A320 Propulsion Systems constituting a part of such A320 Aircraft, as adjusted to the Delivery Date of such A320 Aircraft in accordance with the Propulsion Systems Price Revision Formula; and

(iv)

any other amount resulting from any other provisions of this Agreement and/or any other written agreement between the Buyer and the Seller relating to the A320 Aircraft.

3.2.3

The Final Contract Price of an A321 Aircraft will be the sum of

(i)

the Base Price of the A321 Airframe, as adjusted to the Delivery Date of such A321 Aircraft in accordance with the Seller Price Revision Formula;

(ii)

the price of any SCNs for the A321 Aircraft entered into after the date of signature of this Agreement, as adjusted to the Delivery Date of such A321

Aircraft in accordance with the Seller Price Revision Formula;

(iii)

the Reference Price of the A321 Propulsion Systems constituting a part of such A321 Aircraft, as adjusted to the Delivery Date of such A321 Aircraft in accordance with the Propulsion Systems Price Revision Formula; and

(iv)

any other amount resulting from any other provisions of this Agreement and/or any other written agreement between the Buyer and the Seller relating to the A321 Aircraft.

3.3	Taxes, Duties and Imposts

3.3.1

*****

***** Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission.


Spirit Airlines - A320 FAMILY – PA			14

3.3.2

*****

3.3.3

*****

3.3.4

*****

***** Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission.


Spirit Airlines - A320 FAMILY – PA			15

4 -	PRICE REVISION

4.1	Seller Price Revision Formula

The Base Prices of the Airframe and of SCNs are subject to revision up to and including the Delivery Date, in accordance with the Seller Price Revision Formula.

4.2	Propulsion Systems Price Revision

The Propulsion Systems Reference Price is subject to revision in accordance with the Propulsion Systems Price Revision Formula up to and including the Delivery Date.

4.2.2

Modification of Propulsion Systems Reference Price and Propulsion Systems Price Revision Formula

The Propulsion Systems Reference Price, the prices of the related equipment and the Propulsion Systems Price Revision Formula are based on information received from the Propulsions Systems manufacturer and are subject to amendment by the Propulsion Systems manufacturer at any time prior to Delivery. If the Propulsion Systems manufacturer makes any such amendment, the amendment will be automatically incorporated into this Agreement and the Propulsion Systems Reference Price, the prices of the related equipment and the Propulsion Systems Price Revision Formula will be adjusted accordingly. The Seller agrees to notify the Buyer as soon as the Seller receives notice of any such amendment from the Propulsion Systems manufacturer.


Spirit Airlines - A320 FAMILY – PA			16

5 -	PAYMENT TERMS

5.1

The Buyer will pay the Predelivery Payments, the Balance of the Final Contract Price and any other amount due hereunder in immediately available funds in United States dollars to Credit Lyonnais, New York Branch, for transfer by Credit Lyonnais to the Seller’s account with Credit Lyonnais at 1, Esplanade Compans Caffarelli, 31000 Toulouse, France, or to such other account as may be designated by the Seller in writing to the Buyer.

5.2	Predelivery Payments

5.2.1

Predelivery Payments will be paid by the Buyer to the Seller for each Aircraft. Predelivery payments are nonrefundable (although amounts equal to Predelivery Payments may be paid to the Buyer under Clause 10.4 and 11.3 of this Agreement). The aggregate Predelivery Payment amount is ***** of the Predelivery Payment Reference Price defined below in Clause 5.2.2.

5.2.2

The Predelivery Payment Reference Price is defined as:

*****

***** Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission.


Spirit Airlines - A320 FAMILY – PA			17

5.2.3

Predelivery Payments will be paid according to the following schedule.


Payment Date		Percentage of Predelivery Payment Reference Price
*****	*****	*****

All Predelivery Payments that are due on signature of this Agreement will be paid at signature of this Agreement.

5.2.4

***** The Seller will be under no obligation to segregate any Predelivery Payment, or any amount equal thereto, from the Seller’s funds generally.

5.2.5

SCN Predelivery Payment

***** Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission.


Spirit Airlines - A320 FAMILY – PA			18

*****

5.3	Initial Payment

The Seller acknowledges that it has received from the Buyer the sum of US ***** (the “Initial Payment”). *****

5.4	Payment of Balance of the Final Contract Price

Concurrent with the each Delivery, the Buyer will pay to the Seller the Balance of the Final Contract Price for such Aircraft. The Seller’s receipt of the full amount of all Predelivery Payments and of the Balance of the Final Contract Price, including any amounts due under Clause 5.6, will be a condition precedent to the Seller’s obligation to deliver such Aircraft to the Buyer.

5.5	Payment Setoff

*****

5.6	Overdue Payments

*****

5.7	Proprietary Interest

Notwithstanding any provision of law to the contrary, the Buyer will not, by virtue of anything contained in this Agreement (including, without limitation, any Predelivery Payments hereunder, or any designation or identification by the Seller of a particular Aircraft as an Aircraft to which any of the provisions of this Agreement refers) acquire any proprietary, insurable or other interest whatsoever in any Aircraft before Delivery of and payment of the Balance of the Final Contract Price for such Aircraft, as provided in this Agreement

5.8	Payment in Full

*****

***** Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission.


Spirit Airlines - A320 FAMILY – PA			19

6 -	INSPECTION

6.1	Inspection Procedures

6.1.1

All work to be carried out on the Aircraft and all materials and parts thereof will be open to inspection during business hours by duly authorized representatives of the Buyer or its designee at the respective works of the Associated Contractors and, subject to coordination and agreement with their relevant subcontractors, at the works of such respective subcontractors. The representatives will have access to such relevant technical data as are reasonably necessary for this purpose (except that, if access to any part of the respective works where construction is in progress or materials or parts are stored is restricted for security reasons, the Associated Contractors will be allowed a reasonable time to make the items available for inspection elsewhere). The actual detailed inspection of the Aircraft, materials and parts thereof will take place only in the presence of the respective inspection department personnel of the Associated Contractors or their subcontractors. The procedures for such inspections will be agreed on with the Buyer before any inspection.

6.1.2

All inspections, examinations and discussions with the Seller’s, the Associated Contractors’ or their respective subcontractors’ engineering or other personnel by the Buyer and its representatives will be performed in such a manner as not to delay or hinder either the work to be carried out on the Aircraft or the proper performance of this Agreement. In no event will the Buyer or its representatives be permitted to inspect any aircraft other than the Aircraft.

6.2	Representatives

For the purposes of Clause 6.1 above, starting at a mutually agreed date until Delivery of the last Aircraft, the Seller will furnish free-of-charge secretarial assistance (both in English and the local language), suitable space, office equipment and facilities in or conveniently located with respect to the Delivery Location for the use of not more than four (4) representatives of the Buyer (or more as may be reasonably required for limited periods) during the aforementioned period. *****

***** Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission.


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7 -	CERTIFICATION

Except as set forth in this Clause 7, the Seller will not be required to obtain any certificate or approval with respect to the Aircraft.

7.1	Type Certification

The Aircraft have been type certificated under EASA procedures for joint certification in the transport category. The Seller will obtain or cause to be obtained an FAA type certificate (the “ Type Certificate ”) to allow the issuance of the Export Certificate of Airworthiness.

7.2	Export Certificate of Airworthiness

Subject to the provisions of Clause 7.3, each Aircraft will be delivered to the Buyer with an Export Certificate of Airworthiness issued by the DGAC, or the LBA, as applicable, and in a condition enabling the Buyer (or an eligible person under then applicable law) to obtain at the time of Delivery a Standard Airworthiness Certificate issued pursuant to Part 21 of the US Federal Aviation Regulations, and a Certificate of Sanitary Construction issued by the U.S. Public Health Service Food and Drug Administration. However, the Seller will have no obligation, whether before, at or after Delivery of any Aircraft, to make any alterations (including all related costs) to such Aircraft to enable such Aircraft to meet FAA or U.S. Department of Transportation requirements for specific operation on the Buyer’s routes, except as may be provided for in this Agreement.

If the FAA requires a modification to comply with additional aircraft import requirements and/or supply of additional data before the issuance of the Export Certificate of Airworthiness, the parties hereto will sign an SCN for such modification which, the Seller will incorporate as specified in such modification and/or the Seller will provide such data, in either case, at costs to be borne by the Buyer.

7.3	Specification Changes Before Delivery

7.3.1

If, any time before the date on which the Aircraft is Ready for Delivery, any law, rule or regulation is enacted, promulgated, becomes effective and/or an interpretation of any law, rule or regulation is issued by the EASA that requires any change to the Specification for the purposes of obtaining the Export Certificate of Airworthiness (a “ Change in Law ”), the Seller will make the required modification and the parties hereto will sign an SCN.

7.3.2

The Seller will as far as practicable, but at its sole discretion, take into account the information available to it concerning any proposed law, rule or regulation or interpretation that could become a Change in Law, in order to minimize the costs of changes to the Specification as a result of such proposed law, regulation or interpretation becoming effective.


Spirit Airlines - A320 FAMILY – PA			21

7.3.3

*****

7.3.4

Notwithstanding the provisions of Clauses 7.3.3 (i).and (ii), if a Change in Law relates to an item of BFE or to the Propulsion Systems (and, in particular, to engine accessories, quick engine change units or thrust reversers) the costs will be borne in accordance with such arrangements as may be made separately between the Buyer and the manufacturer of the BFE or the Propulsion Systems, as applicable, and the Seller will have no obligation with respect thereto.

7.4	Specification Changes After Delivery

Nothing in Clause 7.3 will require the Seller to make any changes or modifications to, or to make any payments or take any other action with respect to, any Aircraft that is Ready for Delivery before the compliance date of any law or regulation referred to in Clause 7.3. Any such changes or modifications made to an Aircraft after it is Ready for Delivery will be at the Buyer’s expense.

***** Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission.


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8 -	TECHNICAL ACCEPTANCE

8.1	Technical Acceptance Process

8.1.1

Prior to Delivery, the Aircraft will undergo a technical acceptance process developed by the Seller (the “ Technical Acceptance Process ”). Successful completion of the Technical Acceptance Process will demonstrate the satisfactory functioning of the Aircraft and will be deemed to demonstrate compliance with the applicable Specification. Should the Aircraft fail to complete the Technical Acceptance Process satisfactorily, the Seller will without hindrance from the Buyer be entitled to carry out any necessary changes and, as soon as practicable thereafter, resubmit the Aircraft to the Technical Acceptance Process.

8.1.2

The Technical Acceptance Process Will

(i)

start on a date notified by the Seller to the Buyer at least ten (10) Working Days in advance,

(ii)

take place at the Delivery Location.

(iii)

be carried out by the personnel of the Seller, subject to 8.2.2 below,

(iv)

include a technical acceptance flight and

(v)

normally be expected to conclude in five (5) Working Days.

8.2	Buyer’s Attendance

8.2.1

The Buyer or its permitted assignee is entitled to attend and observe the Technical Acceptance Process.

8.2.2

If the Buyer or its permitted assignee attends the Technical Acceptance Process, the Buyer

(i)

will comply with the reasonable requirements of the Seller, with the intention of completing the Technical Acceptance Process within five (5) Working Days, and

(ii)

may have a maximum of four (4) of its representatives (no more than three (3) of whom will have access to the cockpit at any one time) accompany the Seller’s representatives on the technical acceptance flight, during which the Buyer’s representatives will comply with the instructions of the Seller’s representatives.

8.2.3

If the Buyer does not attend (other than as a result of Seller’s failure to notify the Buyer as required in Clause 8.1.2(i)) or fails to cooperate in the Technical Acceptance Process, the Seller will be entitled to complete the Technical


Spirit Airlines - A320 FAMILY – PA			23

Acceptance Process in compliance with Clause 8.1.1., without the Buyer’s attendance, and the Buyer will be deemed to have accepted that the Aircraft is functioning satisfactorily and is in compliance with the Specification, in all respects.

8.3	Certificate of Acceptance

Upon successful completion of the Technical Acceptance Process, the Buyer will, on or before the Delivery Date, sign and deliver to the Seller a certificate of acceptance in respect of the Aircraft in the form of Exhibit D (the “ Certificate of Acceptance ”) hereto.

8.4	Finality of Acceptance

The Buyer’s signature of the Certificate of Acceptance for the Aircraft will constitute waiver by the Buyer of any right it may have under the Uniform Commercial Code as adopted by the State of New York or otherwise to revoke acceptance of the Aircraft for any reason, whether known or unknown to the Buyer at the time of acceptance.

8.5	Aircraft Utilization

The Seller will, without payment or other liability, be entitled to use the Aircraft before Delivery to obtain the certificates required under Clause 7. Such use will not prejudice the Buyer’s obligation to accept Delivery hereunder.


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9 -

DELIVERY

9.1	Delivery Schedule

9.1.1

Subject to Clauses 2, 7, 8, 10 and 18, the Seller will have the Firm Aircraft Ready for Delivery at the Delivery Location within the following months (each a “ Scheduled Delivery Month ”).

The Scheduled Delivery Months for the A319 Firm Aircraft are as follow:


Quantity of A319 Firm Aircraft		Month/Year of Delivery
1 Aircraft		*****
1 Aircraft		*****
2 Aircraft		*****
2 Aircraft		*****
2 Aircraft		*****
1 Aircraft		*****
1 Aircraft		*****
1 Aircraft		*****

The Scheduled Delivery Months for the A321 Firm Aircraft are as follow:


Quantity of A321 Firm Aircraft		Month/Year of Delivery
1 Aircraft		*****
1 Aircraft		*****
2 Aircraft		*****

9.1.2.

Delivery Notices

9.2	The Buyer will send its representatives to the Delivery Location to take Delivery within seven (7) Working Days after the date on which the Aircraft is Ready for Delivery.

9.2.1

The Seller will transfer title to the Aircraft to the Buyer free and clear of all liens, charges, hypothecations, mortgages and other encumbrances, provided that the Balance of the Final Contract Price has been paid by the Buyer pursuant to Clause 5.4 and that the Certificate of Acceptance bas been signed and delivered to the Seller pursuant to Clause 8.3. The Seller will provide the Buyer with a bill of sale in the form of Exhibit E hereto and/or such other documentation confirming transfer of title and receipt of the Final Contract Price as may reasonably be requested by the Buyer. Property interest in and risk of loss of or damage to the Aircraft will also be transferred to the Buyer on Delivery.

9.2.2

If, when the Aircraft is Ready for Delivery, the Buyer falls to (i) deliver the signed Certificate of Acceptance to the Seller on or before the Delivery Date, or (ii) pay the Balance of the Final Contract Price for the Aircraft to the Seller on the Delivery Date, then the Buyer will be deemed to have rejected Delivery without warrant when the Aircraft was duly tendered to the Buyer hereunder. If the Buyer rejects the Aircraft without warrant the Seller will retain title to the Aircraft and the Buyer will indemnify and hold the Seller harmless against any and all actual costs, resulting from the Buyer’s rejection. These rights of the Seller will be in addition to the Seller’s other rights and remedies in this Agreement. It is understood that, while the Seller will use commercially reasonable efforts to store, park; or otherwise protect the Aircraft, the Seller will in no event be liable for any loss or damage to the Aircraft following Buyer’s rejection.

***** Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission.


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9.3

Flyaway

9.3.1

The Buyer and the Seller will cooperate to obtain any licenses that may be required by the relevant Aviation Authority for the purpose of exporting the Aircraft.

9.3.2

All expenses of, or connected with, flying the Aircraft from the Delivery Location after Delivery will be borne by the Buyer. The Buyer will make direct arrangements with the supplying companies for the fuel and oil required for all post-Delivery flights.


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10 -	EXCUSABLE DELAY AND TOTAL LOSS

10.1	Scope of Excusable Delay

Neither the Seller, the Manufacturer, the Associated Contractors, nor any Affiliate of any of the foregoing, will be responsible for or be deemed to be in default on account of delays in delivery, of or failure to deliver an Aircraft or otherwise in the performance of this Agreement or any part hereof due to causes reasonably beyond the Seller’s, the Manufacturer’s or any Associated Contractor’s control or not occasioned by the Seller’s, the Manufacturer’s or any Associated Contractor’s fault or negligence (“ Excusable Delay ”), including, but not limited to: (i) acts of God or the public enemy, natural disasters, fires, floods, storms beyond ordinary strength, explosions or earthquakes; epidemics or quarantine restrictions; serious accidents; total or constructive total loss; any law, decision, regulation, directive or other act (whether or not having the force of law) of any government or of the Council of the European Community or the Commission of the European Community or of any national, Federal, State, municipal or other governmental department, commission, board, bureau, agency, court or instrumentality, domestic or foreign; governmental priorities, regulations or orders affecting allocation of materials, facilities or a completed Aircraft; war, civil war or warlike operations, terrorism, insurrection or riots; failure of transportation; strikes or labor troubles causing cessation, slow down or interruption of work; delay in obtaining any airworthiness or type certification; inability after due and timely diligence to procure materials, accessories, equipment or parts; general hindrance in transportation; or failure of a subcontractor or Supplier to furnish materials, components, accessories, equipment or parts; (ii) any delay caused directly or indirectly by the action or inaction of the Buyer; and (iii) delay in delivery or otherwise in the performance of this Agreement by the Seller due in whole or in part to any delay in or failure of the delivery of, or any other event or circumstance relating to, the Propulsion Systems or Buyer Furnished Equipment

10.2	Consequences of Excusable Delay

10.2.1

If an Excusable Delay occurs the Seller will

(i)

notify the Buyer of such Excusable Delay as soon as practicable after becoming aware of the same;

(ii)

not be deemed to be in default in the performance of its obligations hereunder as a result of such Excusable Delay;

(iii)

not be responsible for any damages arising from or in connection with such Excusable Delay suffered or incurred by the Buyer;


Spirit Airlines - A320 FAMILY – PA			27

(iv)

as soon as practicable after the removal of the cause of the delay resume performance of its obligations under this Agreement and in particular will notify the Buyer of the revised Scheduled Delivery Month.

10.3	Termination on Excusable Delay

10.3.1

*****

10.3.2

*****

10.3.3

*****

10.4	Total Loss, Destruction or Damage

If, prior to Delivery, any Aircraft is lost, destroyed or in the reasonable opinion of the Seller is damaged beyond economic repair (“ Total Loss ”), the Seller will notify the Buyer to this effect within ***** month of such occurrence. The Seller will include in said notification (or as soon after the issue of the notice as such information becomes available to the Seller) the earliest date consistent with the Seller’s other commitments and production capabilities that an aircraft to replace the Aircraft may be delivered to the Buyer and the Scheduled Delivery Month will be extended as specified in the Seller’s notice to accommodate the delivery of the replacement aircraft; provided, however, that if the Scheduled Delivery Month is extended to a month that is more than ***** after the last day of the original Scheduled Delivery Month *****

(i)

the Buyer notifies the Seller within one (1) month of the date of receipt of the Seller’s notice that it desires the Seller to provide a replacement aircraft during the month quoted in the Seller’s notice; and

(ii)

the parties execute an amendment to this Agreement recording the variation in the Scheduled Delivery Month.

Nothing herein will require the Seller to manufacture and deliver a replacement aircraft if such manufacture would require the reactivation of its production line for the model or series of aircraft which includes the Aircraft.

*****

10.6

REMEDIES

THIS CLAUSE 10 SETS FORTH THE SOLE AND EXCLUSIVE REMEDY OF THE BUYER FOR DELAYS IN DELIVERY OR FAILURE TO DELIVER, OTHER THAN SUCH DELAYS AS ARE COVERED BY CLAUSE 11, AND THE BUYER HEREBY WAIVES ALL RIGHTS TO WHICH IT WOULD OTHERWISE BE ENTITLED IN RESPECT THEREOF, INCLUDING, WITHOUT LIMITATION, ANY RIGHTS TO INCIDENTAL AND CONSEQUENTIAL DAMAGES OR SPECIFIC PERFORMANCE. THE BUYER WILL NOT BE ENTITLED TO CLAIM THE REMEDIES AND RECEIVE THE BENEFITS PROVIDED IN THIS CLAUSE 10 WHERE THE DELAY REFERRED TO IN THIS CLAUSE 10 IS CAUSED BY THE NEGLIGENCE OR FAULT OF THE BUYER OR ITS REPRESENTATIVES.

***** Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission.


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11 -	INEXCUSABLE DELAY

11.1	Liquidated Damages

Should an Aircraft not be Ready for Delivery within ***** days after the last day of the Scheduled Delivery Month (as such month may be changed pursuant to Clauses 2, 7 or 10) and such delay is not the result of an Excusable Delay or Total Loss, then such delay will be termed an “ Inexcusable Delay .” In the event of an Inexcusable Delay, the Buyer will have the right to claim, and the Seller will pay the Buyer liquidated damages of ***** for each day of delay in the Delivery, starting ***** following the scheduled delivery date within the Scheduled Delivery Month (or if no such date has been set the last day of the Scheduled Delivery Month).

The amount of liquidated damages will in no event exceed the total of US ***** in respect of any one Aircraft.

The Buyer’s right to liquidated damages in respect of an Aircraft is conditioned on the Buyer’s submitting a written claim for liquidated damages to the Seller not later than ***** after the last day of the Scheduled Delivery Month.

11.2	Renegotiation

If, as a result of an Inexcusable Delay, Delivery does not occur within ***** after the last day of the Scheduled Delivery Month, the Buyer will have the right, exercisable by written notice to the Seller given between ***** after such *****, to require from the Seller a renegotiation of the Scheduled Delivery Month for the affected Aircraft. Unless otherwise agreed between the Seller and the Buyer during such renegotiation, said renegotiation will not prejudice the Buyer’s right to receive liquidated damages in accordance with Clause 11.

11.3	Termination

*****

11.4	Setoff Payments

Notwithstanding anything to the contrary contained herein, before being required to make any payments under Clauses 11.1 or 11.3 above, the Seller will have the right to apply any and all sums previously paid by the Buyer to the Seller with respect to a terminated Aircraft to the payment of any other amounts the Buyer owes to the Seller or any Affiliate thereof under any agreement between them.

***** Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission.


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11.5

REMEDIES

THIS CLAUSE 11 SETS FORTH THE SOLE AND EXCLUSIVE REMEDY OF THE BUYER FOR DELAYS IN DELIVERY OR FAILURE TO DELIVER, OTHER THAN SUCH DELAYS AS ARE COVERED BY CLAUSE 10, AND THE BUYER HEREBY WAIVES ALL RIGHTS TO WHICH IT WOULD OTHERWISE BE ENTITLED IN RESPECT THEREOF, INCLUDING WITHOUT LIMITATION ANY RIGHTS TO INCIDENTAL AND CONSEQUENTIAL DAMAGES, OR SPECIFIC PERFORMANCE.


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12 -	WARRANTIES AND SERVICE LIFE POLICY

The Seller represents and warrants that the Manufacturer has provided to the Seller the following Warranty, Service Life Policy, Supplier Warranties and Interface Commitment with respect to the Aircraft, that are reproduced below between the words QUOTE and UNQUOTE and are subject to the terms, conditions, limitations and restrictions (including, but not limited to, the Exclusivity of Warranties and General Limitations of Liability and Duplicate Remedies provisions) as hereinafter set out, and that the same are in full force and effect and have not been amended. The Seller hereby assigns to the Buyer, and the Buyer hereby accepts, all of the Seller’s rights and obligations as the “Buyer” under the said Warranty, Service Life Policy, Supplier Warranties and Interface Commitment, and the Seller subrogates the Buyer to all such rights and obligations in respect of the Aircraft. The Seller hereby warrants to the Buyer that (i) it has all requisite authority to make the foregoing assignment to and to effect the foregoing subrogation in favor of the Buyer, (ii) such assignment and subrogation are effective to confer on the Buyer all of the foregoing rights and obligations of the Seller, and (iii) the Seller will not enter into any amendment of the provisions so assigned without the prior written consent of the Buyer.

It is understood that, in the provisions below between the words QUOTE and UNQUOTE, capitalized terms have the meanings assigned thereto in this Agreement, except that (i) the term “Seller,” which means the Manufacturer as between the Manufacturer and the Seller, also means the Manufacturer in this Agreement, and (ii) the term “Buyer,” which means the Seller as between the Manufacturer and the Seller, means the Buyer in this Agreement.

QUOTE

12.1

WARRANTY

12.1.1

Nature of Warranty

Subject to the limitations and conditions hereinafter provided, and except as provided in Clause 12.1.2, the Seller warrants to the Buyer that each Aircraft and each Warranted Part will at the time of Delivery to the Buyer be free from defects:

(i)

in material,

(ii)

in workmanship, including, without limitation, processes of manufacture,

(iii)

in design (including, without limitation, selection of materials) having regard to the state of the art at the date of such design, and


Spirit Airlines - A320 FAMILY – PA			31

(iv)

arising from failure to conform to the Specification, except as to those portions of the Specification that are expressly stated in the Specification to be estimates or approximations or design aims.

For the purposes of this Agreement, the term “ Warranted Part ” will mean any Seller proprietary component, equipment, accessory or part, which is installed on an Aircraft at Delivery and (a) which is manufactured to the detail design of the Seller or a subcontractor of the Seller and (b) which bears a part number of the Seller at the time of Delivery.

12.1.2

Exceptions

The warranties set forth in Clause 12.1.1 will not apply to Buyer Furnished Equipment, Propulsion Systems, or to any component, accessory, equipment or part purchased by the Buyer that is not a Warranted Part, provided, however, that:

(i)

any defect in the Seller’s workmanship in respect of the installation of such items in the Aircraft, including any failure by the Seller to conform to the installation instructions of the manufacturers of such items that invalidates any applicable warranty from such manufacturers, will constitute a defect in workmanship for the purpose of this Clause 12.1 and be covered by the warranty set forth in Clause 12.1.1(ii), and

(ii)

any defect inherent in the Seller’s design of the installation, considering the state of the art at the date of such design, that impairs the use of such items will constitute a defect in design for the purposes of this Clause 12.1 and be covered by the warranty set forth in Clause 12.1.1(iii).

12.1.3

Warranty Periods

The warranties described in Clauses 12.1.1 and 12.1.2 hereinabove will be limited to those defects that become apparent within ***** after Delivery of the affected Aircraft, (the “ Warranty Period ”).

12.1.4

Limitations of Warranty

12.1.4.1

The Buyer’s remedy and the Seller’s obligation and liability under Clauses 12.1.1 and 12.1.2 hereinabove are limited to, at the Seller’s expense and option, the repair, replacement or correction of, or the supply of modification kits rectifying the defect to any defective Warranted Part. However, the Seller may furnish a credit to the Buyer for the future purchase of goods and services (not including Aircraft) equal to the price at which the Buyer is then entitled to acquire a replacement for the defective Warranted Part. Unless otherwise agreed, any replacement part shall have no fewer cycles, hours, or less calendar time remaining or be of a lesser modification status than the replaced Warranted Part would have had in the absence of the relevant defect.

***** Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission.


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12.1.4.2

If the Seller corrects a defect covered by Clause 12.1.1(iii) that becomes apparent within the Warranty Period set forth in Clause 12.1.3, on the Buyer’s written request the Seller will correct any such defect in any Aircraft that has not already been delivered to the Buyer. The Seller will not be responsible nor deemed to be in default on account of any reasonable delay in Delivery of any Aircraft or otherwise, in respect of performance of this Agreement, due to the Seller’s undertaking to make such correction and, rather than accept a delay in Delivery of any such Aircraft, the Buyer and the Seller may agree to deliver such Aircraft with subsequent correction of the defect by the Buyer at the Seller’s expense, or the Buyer may elect to accept Delivery and thereafter file a Warranty Claim as though the defect had become apparent immediately after Delivery of such Aircraft. The parties shall use all reasonable efforts to minimize any delays.

12.1.5

Cost of Inspection

12.1.5.1

In addition to the remedies set forth in Clauses 12.1.4.1 at the rates set forth in Clause 12.1.8(v) (b) and 12.1.4.2, the Seller will reimburse the direct labor costs spent by the Buyer in performing inspections of the Aircraft that are conducted:

(i)

to determine whether a defect exists in any Warranted Part within the Warranty Period or

(ii)

pending the Seller’s provision of a corrective technical solution.

12.1.5.2

The above commitment is subject to the following conditions:

(i)

the inspections are not performed during a scheduled maintenance check as recommended by the Seller’s Maintenance Planning Document;

(ii)

the labor rate for the reimbursements will be the labor rate defined in Clause 12.1.8(v)(b), and

(iii)

the hours used to determine such reimbursement will not exceed the Seller’s reasonable estimate of the hours required for such inspections.

12.1.6

Warranty Claim Requirements

The Buyer’s remedy and the Seller’s obligation and liability under this Clause 12.1, with respect to each claimed defect, are subject to the following conditions precedent:

(i)

the defect becomes apparent within the Warranty Period;

(ii)

the Buyer submits to the Seller evidence reasonably satisfactory to the Seller that the claimed defect is due to a matter covered, under the provisions of this Clause 12.1


Spirit Airlines - A320 FAMILY – PA			33

(iii)

the Buyer returns the Warranted Part claimed to be defective to the repair facilities designated by the Seller as soon as practicable, unless the Buyer elects to repair a defective Warranted Part in accordance with the provisions of Clause 12.1.8,

(iv)

the Seller’s receives a “ Warranty Claim ” substantially complying with the provisions of Clause 12.1.7(v) below.

12.1.7

Warranty Administration

The warranties set forth in Clause 12.1 will be administered as hereinafter provided:

(i)

Claim Determination

Warranty Claim determination by the Seller will be reasonably based on claim details, reports from the Seller’s regional representative, historical data logs, inspections, tests, findings during repair, defect analysis and other relevant documents and information. If the Seller, acting reasonably, so requests, the Buyer will promptly provide the Seller with all evidence (i.e. maintenance records, logbooks, etc.) available to the Buyer that the defect did not result from any failure of the Buyer to operate and maintain the affected Aircraft or part thereof in accordance with the standards set forth in Clause 12.1.11, or from any act or omission of any third party.

(ii)

Transportation Costs

The cost of transporting a Warranted Part claimed to be defective to the facilities designated by the Seller will be borne by the Buyer but shall be reimbursed by the Seller if the Warranted Part is found to be defective.

(iii)

Return of an Aircraft

If the Buyer desires to return an Aircraft to the Seller for the repair or correction of a warranted defect, the Buyer will notify the Seller of its desire to do so, and the Seller will, prior to such return, have the right to inspect such Aircraft, and without prejudice to the Seller’s rights hereunder, to repair such Aircraft either at the Buyer’s facilities or at another place reasonably acceptable to the Seller. Return of any Aircraft by the Buyer to the Seller and return of such Aircraft to the Buyer’s facilities will be at the Buyer’s expense.

(iv)

On-Aircraft Work by the Seller

If either (a) it is determined that a defect subject to this Clause 12.1 requires the dispatch by the Seller of a working team to the Buyer’s facilities to repair or correct such defect, or (b) the Seller accepts the


Spirit Airlines - A320 FAMILY – PA			34

return of an Aircraft to perform or have performed a repair or correction, then, all costs associated for such work will be borne by the Seller at the labor rate defined in Clause 12.1.8.

(v)

Warranty Claim Substantiation

For each claim under this Clause 12.1 the Buyer will give written notice to the Seller that contains at least the data listed below with respect to an Aircraft or Warranted Part, as applicable (“Warranty Claim”). The Buyer will make such Warranty Claim within ***** of discovering the defect giving rise to such Warranty Claim.

(a)

Description of the defect and action taken, if any

(b)

Date of incident and/or removal

(c)

Description of the Warranted Part claimed to be defective

(d)

Part number

(e)

Serial number (if applicable)

(f)

Position on Aircraft, according to Catalog Sequence Number (CSN) of the Illustrated Parts Catalog or Component Maintenance Manual or Structural Repair Manual (as such documents are defined in Clause 14 and Exhibit F hereto), as applicable

(g)

Total flying hours or calendar times, as applicable, at the date of appearance of a defect

(h)

Time since last shop visit at the date of appearance of defect

(i)

Manufacturers serial number ( MSN ) of the Aircraft and/or its registration number

(j)

Aircraft total flying hours and/or number of landings at the date of appearance of defect

(k)

Claim number

(l)

Date of claim

(m)

Date of delivery of an Aircraft or Warranted Part to the Buyer

***** Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission.


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Warranty Claims are to be addressed as follows:

AIRBUS

CUSTOMER SERVICES DIRECTORATE

WARRANTY ADMINISTRATION

ROND-POINT MAURICE BELLONTE

B.P. 33

F-31707 BLAGNAC CEDEX

FRANCE

(vi)

Replacements

Replacements made pursuant to this Clause 12.1 will be made as soon as reasonably practicable, but in any event within the lead time defined in the ANACS Spare Parts Price Catalog. Replaced components, equipment, accessories or parts will become the Seller’s property.

Title to and risk of loss of any Aircraft, component, accessory, equipment or part returned by the Buyer to the Seller will at all times remain with the Buyer, except that (i) when the Seller has custody, possession or control of a returned Aircraft, component, accessory, equipment or part to which the Buyer has title, the Seller will have such responsibility therefor as is chargeable by law to a bailee for hire, but the Seller will not be liable for loss of use, and (ii) title to and risk of loss of a returned component, accessory, equipment or part will pass to the Seller on shipment by the Seller to the Buyer of any item furnished by the Seller to the Buyer as a replacement therefor. Upon the Seller’s shipment to the Buyer of any replacement component, accessory, equipment or part provided by the Seller pursuant to this Clause 12.1, title to and risk of loss of such component, accessory, equipment or part will pass to the Buyer.

(vii)

Rejection

The Seller will provide reasonable written substantiation in case of rejection of a Warranty Claim. The Buyer will (a) pay to the Seller reasonable inspection and test charges incurred by the Seller in connection with the investigation and processing of rejected Warranty Claims and (b) the reasonable costs incurred by the Seller, in respect of transportation to the ANACS Spares Center in Ashburn, VA, insurance, and any other reasonable costs associated with the sending of any Warranted Part or any other item, equipment, component or part for which the Seller rejects the Buyer’s Warranty Claim.


Spirit Airlines - A320 FAMILY – PA			36

(viii)

Inspection

The Seller will have the right to inspect the affected Aircraft and documents and other records relating thereto in the event of any claim under this Clause 12.1.

12.1.8

In-house Warranty

(i)

Authorization

The Buyer is hereby authorized to repair Warranted Parts, subject to the terms of this Clause 12.1.8 (“ In-house Warranty ”). When the estimated cost of an In-house Warranty repair exceeds *****, the Buyer will notify the Resident Customer Support Representative, as defined in Clause 15.2.1 herein, of its decision to perform any in-house repairs before such repairs are commenced. The Buyer’s notice will include sufficient detail regarding the defect, estimated labor hours and material to allow the Seller acting reasonably to ascertain the reasonableness of the estimate. The Seller will use reasonable efforts to ensure a prompt response and will not unreasonably withhold or delay authorization. In any event, the Seller will provide to the Buyer status of the Buyer’s request for authorization, within three (3) Working Days after the Seller’s receipt of the Buyer’s request for an authorization.

(ii)

Conditions of Authorization

The Buyer will be entitled to the benefits under this Clause 12.1.8 for repair of Warranted Parts:

(a)

if the relevant facilities and personnel are certified and/or qualified under applicable FAA regulations to perform the subject repairs;

(b)

provided that repairs are to be performed in accordance with the Seller’s written instructions set forth in applicable Technical Data; and

(c)

only to the extent specified by the Seller, or, in the absence of the Seller’s specifying, to the extent reasonably necessary to correct the defect, in accordance with the standards set forth in Clause l2.1.11.

(iii)

Seller’s Rights

The Seller will have the right to require the return of any Warranted Part, or any part removed therefrom, which is claimed to be defective, if, in the Seller’s reasonable judgment, the nature of the claimed defect requires technical investigation. If a Warranted Part is returned for technical investigation, at the Seller’s request, the related transportation costs shall be borne by the Seller.

The Seller will have the right to have a representative present during the disassembly, inspection and testing of any Warranted Part claimed to be defective, provided accommodating such presence shall not materially delay any such disassembly, inspection and/or testing.

***** Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission.


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(iv)

In-house Warranty Claim Substantiation

Claims for In-house Warranty credit will be filed within the time period and will contain the same information required for Warranty Claims as set forth in Clause 12.1.6(v) and in addition will include:

(a)

A report of technical findings with respect to the defect

(b)

for parts required to remedy the defect

part numbers,

serial numbers (if applicable),

description of the parts,

quantity of parts,

unit price of parts,

related Seller’s or third party’s invoices (if any),

total price of parts

(c)

detailed number of labor hours

(d)

In-house Warranty Labor Rate (defined below in Clause 12.1.8(v)(b)), and

(e)

total claim value

(v)

Credit

The Buyer’s sole remedy, and the Seller’s sole obligation and liability in respect of In-house Warranty claims, will be a credit to the Buyer’s account. The credit to the Buyer’s account will be equal to the sum of the direct labor cost expended in performing a repair and to the direct cost of materials incorporated in the repair. Such costs will be determined as set forth below.

(a)

To determine direct labor costs, only the man-hours spent on removal and re-installation, disassembly, inspection, repair, reassembly, and final inspection and test (including flight tests if flight tests are necessary to complete a repair under the In-house Warranty) of the Warranted Part alone will be counted. The hours required for maintenance work concurrently being carried out on the Aircraft or Warranted part, if any, will not be included.

(b)

The hours counted as set forth above will be multiplied by the labor rate below, which is deemed to represent the Buyer’s composite average hourly labor rate (excluding all fringe benefits, premium time allowances, social security charges, business taxes and similar items) paid to the Buyer’s employees or to a third party that the Buyer has authorized to perform the


Spirit Airlines - A320 FAMILY – PA			38

repair, whose jobs, in both cases, are directly related to the performance of the repair. This labor rate is ***** at economic conditions prevailing in January 2003 (the “In-house Warranty Labor Rate”).

The In-house Warranty Labor Rate is subject to adjustment .annually by multiplying by the ratio ECIn/ECIb. For the purposes of this Clause 12.1.8(v) only, ECIn is equal to the Labor Index defined in the Seller Price Revision Formula hereto for January of the year in which the hours are spent and ECIb is equal to such Labor Index for January 2003.

(c)

Direct material costs are determined by the prices at which the Buyer acquired such material, excluding any parts and materials used for overhaul furnished free of charge by the Seller.

(vi)

Limitation on Credit

The Buyer will in no event be credited for repair costs (labor and material) for any Warranted Part exceeding ***** of the Seller’s current catalog price for a replacement of such defective Warranted Part or (exceeding those costs that would have resulted if repairs had been carried out at the Seller’s facilities.

The Seller will substantiate these costs in writing on reasonable request by the Buyer.

(vii)

Scrapped Material

The Buyer may, with the agreement of the Seller’s Resident Customer Support Representative, scrap any such defective parts that are beyond economic repair and not required for technical evaluation.

If the Buyer does not obtain the agreement of the Seller’s Resident Customer Support Representative to scrap a Warranted Part defective beyond economic repair, then the Buyer will retain such Warranted Part and any defective part removed from a Warranted Part during repair for a period of either ***** after the date of completion of repair or ***** after submission of a claim for In-house Warranty credit relating thereto, whichever is longer. Such parts will be returned to the Seller at Seller’s cost within ***** of receipt of the Seller’s request to that effect.

Scrapped Warranted Parts will be evidenced by a record of scrapped material certified by an authorized representative of the Buyer, which will be kept in the Buyer’s file for the longer of (i) the duration of the Warranty Period or (ii) the period required under the applicable regulations of the Aviation Authority.

(viii)

DISCLAIMER OF SELLER LIABILITY FOR BUYER’S REPAIR

THE SELLER WILL NOT BE LIABLE FOR ANY RIGHT, CLAIM OR REMEDY, AND THE BUYER WILL INDEMNIFY THE SELLER AGAINST

***** Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission.


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THE CLAIMS OF ANY THIRD PARTIES FOR LOSSES DUE TO ANY DEFECT, NONCONFORMANCE OR PROBLEM OF ANY KIND, ARISING OUT OF OR IN CONNECTION WITH ANY REPAIR OF WARRANTED PARTS UNDERTAKEN BY THE BUYER UNDER THIS CLAUSE 12.1.8 OR ANY OTHER ACTIONS UNDERTAKEN BY THE BUYER UNDER THIS CLAUSE 12.1.8, WHETHER SUCH CLAIM IS ASSERTED IN CONTRACT OR IN TORT, OR IS PREMISED ON ALLEGED, ACTUAL, IMPUTED, ORDINARY OR INTENTIONAL ACTS OR OMISSIONS OF THE BUYER OR THE SELLERUNLESS SUCH CLAIMS ARE BASED SOLELY ON THE INACCURACY OF WRITTEN INSTRUCTIONS OR DESIGNS SUPPLIED BY THE SELLER AND STRICTLY FOLLOWED BY THE BUYER.

12.1.9

Warranty Transferability

The warranties provided for in this Clause 12.1 for any Warranted Part will accrue to the benefit of any airline in revenue service other than the Buyer, if the Warranted Part enters into the possession of any such airline as a result of a pooling agreement between such airline and the Buyer, in accordance with the terms, and subject to the limitations and exclusions of, the foregoing warranties and to applicable laws or regulations.

12.1.10

Warranty for Corrected, Replacement or Repaired Warranted Parts

Whenever any Warranted Part that contains a defect for which the Seller is liable under Clause 12.1 has been corrected, repaired or replaced pursuant to the terms of this Clause 12, the period of the Seller’s warranty with respect to such corrected, repaired or replacement Warranted Part, whichever may be the case, will be the remaining portion of the original warranty in respect of such corrected, repaired or replacement Warranted Part. If a defect is attributable to a defective repair or replacement by the Buyer, and such defective replacement or repair is not attributable solely to inaccuracies in written instructions or designs supplied by the Seller and strictly followed by the Buyer, a Warranty Claim with respect to such defect will be rejected, notwithstanding any subsequent correction or repair, and will immediately terminate the remaining warranties under this Clause 12.1 in respect of the affected Warranted Part.

12.1.11

Standard, Airline Operation - Normal Wear and Tear

The Buyer’s rights under this Clause 12.1 are subject to the Aircraft and each component, equipment, accessory and part thereof being maintained, overhauled, repaired and operated in accordance with standard commercial airline practice, all technical documentation and any other instructions issued by the Seller, the Suppliers or the manufacturer of the Propulsion Systems and all applicable rules, regulations and directives of the relevant Aviation Authorities.

The Seller’s liability under this Clause 12.1 will not extend to normal wear and tear or to


Spirit Airlines - A320 FAMILY – PA			40

(i)

any Aircraft or component, equipment, accessory or part thereof that has been repaired, altered or modified after Delivery in a manner other than that approved by the Seller;

(ii)

any Aircraft or component, equipment, accessory or part thereof that has been operated in what the Buyer knew, or in the exercise of due care, should have known, was in a damaged state; or

(iii)

any component, equipment, accessory or part from which all identifying marks such as the trademark, trade name, part or serial number have been removed, such that the origin of the relevant part cannot reasonably be determined,

except that if, in each case (other than in respect of (iii) above) the Buyer submits evidence reasonably acceptable to the Seller that the defect for which warranty coverage is sought did not arise as a result of, or was not materially worsened by, such causes.

12.2	SELLER SERVICE LIFE POLICY

12.2.1

Scope and Definitions

In addition to the warranties set forth in Clause 12.1 above, the Seller further agrees that should a Failure occur in any Item (as these terms are defined below), then, subject to the general conditions and limitations set forth in Clause 12.2.4 below, the provisions of this Clause 12.2 will apply.

For the purposes of this Clause 12.2, the following definitions will apply:

(i)

“Item” means any of the Seller components, equipment, accessories or parts listed in Exhibit C hereto that are installed on an Aircraft at any time during the period of effectiveness of the Service Life Policy as defined below in Clause 12.2.2.

(ii)

“Failure” means any breakage of, or defect in, an Item that materially impairs the utility or safety of the Item, provided that (a) any such breakage of, or defect in, any Item did not result from any breakage or defect in any other Aircraft part or component or from any other extrinsic force and (b) has occurred or can reasonably be expected to occur on a repetitive basis.

12.2.2

Periods and Seller’s Undertaking

Subject to the general conditions and limitations set forth in Clause 12.2.4 below, the Seller agrees that if a Failure occurs in an Item before the Aircraft in which such Item has been originally installed has completed within ***** after the Delivery of said Aircraft to the Buyer, whichever shall first occur, the Seller will, at its discretion, as promptly as practicable and for a price that reflects the Sellers financial participation as herein after provided:

***** Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission.


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(i)

design and furnish to the Buyer a correction for such Item and provide any parts required for such correction (including Seller designed standard parts but excluding industry standard parts), or

(ii)

replace such Item

12.2.3

Seller’s Participation in the Cost

Any part or Item that the Seller is required to furnish to the Buyer under this Service Life Policy will be furnished to the Buyer at the Seller’s current sales price therefor, less the Seller’s financial participation, which will be determined in accordance with the following formula:

*****

12.2.4

General Conditions and Limitations

12.2.4.1

Notwithstanding any provision of this Clause 12.2, during the Warranty Period, all Items will be covered by the provisions of Clause 12.1 of this Agreement and not by the provision of Clause 12.2.

12.2.4.2

The Buyer’s remedies and the Seller’s obligations and liabilities under this Service Life Policy are subject to compliance by the Buyer with the following conditions:

(i)

The Buyer will maintain log books and other historical records with respect to each Item adequate to enable the Seller to determine whether the alleged Failure is coveted by this Service Life Policy and, if so, to define the portion of the cost to be borne by the Seller in accordance with Clause 12.2.3 above.

(ii)

The Buyer will keep the Seller informed of all incidents that are reportable to the FAA or the National Transportation Safety Board (NTSB).

(iii)

The conditions of Clause 12.1.11 will have been complied with.

(iv)

The Buyer will implement specific structural inspection programs for monitoring purposes as may be established from time to time by the Seller. Such programs will be compatible with the Buyer’s operational requirements and will be carried out at the Buyer’s expense. Reports relating thereto will be regularly furnished to the Seller.

(i)

The Buyer will report any breakage or defect in writing to the Seller within sixty (60) days after any breakage or defect in an Item becomes apparent, whether or not the breakage or defect can reasonably be expected to occur in any other Aircraft, and the Buyer will provide the Seller with sufficient detail

***** Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission.


Spirit Airlines - A320 FAMILY – PA			42

about the breakage or defect to enable the Seller acting reasonably to determine whether said breakage or defect is subject to this Service Life Policy.

12.2.4.3

Except as otherwise provided in this Clause 12.2, any claim under this Service Life Policy will be administered as provided in, and will be subject to the terms and conditions of, Clause 12.1.6.

12.2.4.4

If the Seller has issued a service bulletin applicable to an Aircraft, the purpose of which is to avoid a Failure, the Seller may elect to supply the necessary service bulletin free of charge or under a pro rata formula established by the Seller. If such a kit is so offered to the Buyer, then, in respect of such Failure and any Failures that could ensue therefrom, the validity of the Seller’s commitment under this Clause 12.2 will be subject to the Buyer’s incorporating such modification in the relevant Aircraft, within a reasonable time, as promulgated by the Seller and in accordance with the Seller’s instructions.

12.2.4.5

THIS SERVICE LIFE POLICY IS NEITHER A WARRANTY, PERFORMANCE GUARANTEE, NOR AN AGREEMENT TO MODIFY ANY AIRCRAFT OR AIRFRAME COMPONENT TO CONFORM TO NEW DEVELOPMENTS OCCURRING IN THE STATE OF AIRFRAME DESIGN AND MANUFACTURING ART. THE SELLER’S OBLIGATION UNDER THIS CLAUSE 12.2 IS TO MAKE ONLY THOSE CORRECTIONS TO THE ITEMS OR FURNISH REPLACEMENTS THEREFOR AS PROVIDED IN THIS CLAUSE 12.2. THE BUYER’S SOLE REMEDY AND RELIEF FOR THE NONPERFORMANCE OF ANY OBLIGATION OR LIABILITY OF THE SELLER ARISING UNDER OR BY VIRTUE OF THIS SERVICE LIFE POLICY WILL BE IN MONETARY DAMAGES, LIMITED TO THE AMOUNT THE BUYER REASONABLY EXPENDS IN PROCURING A CORRECTION OR REPLACEMENT FOR ANY ITEM THAT IS THE SUBJECT OF A FAILURE COVERED BY THIS SERVICE -LIFE POLICY AND TO WHICH SUCH NONPERFORMANCE IS RELATED, LESS THE AMOUNT THAT THE BUYER OTHERWISE WOULD HAVE BEEN REQUIRED TO PAY UNDER THIS CLAUSE 12.2 IN RESPECT OF SUCH CORRECTED OR REPLACEMENT ITEM. WITHOUT LIMITING THE EXCLUSIVITY OF WARRANTIES AND GENERAL LIMITATIONS OF LIABILITY PROVISIONS SET FORTH IN CLAUSE 12.5, THE BUYER HEREBY WAIVES, RELEASES AND RENOUNCES ALL CLAIMS TO ANY FURTHER DIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, INCLUDING LOSS OF PROFITS AND ALL OTHER RIGHTS, CLAIMS AND REMEDIES, ARISING UNDER OR BY VIRTUE OF THIS SERVICE LIFE POLICY.

12.2.4.6

Transferability

The Buyer’s rights under this Clause 12.2 will not be assigned, sold, transferred or otherwise alienated by operation of law or otherwise, except as permitted in Clause 20 of this Agreement.


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Any unauthorized assignment, sale, transfer or other alienation of the Buyer’s rights under this Service Life Policy will, as to the particular Aircraft involved, immediately void this Service Life Policy in its entirety.

12.3	SUPPLIER WARRANTIES AND SERVICE LIFE POLICIES

12.3.1

Seller’s Support

Before Delivery of the first Aircraft, the Seller will provide the Buyer with the warranties and service life policies that the Seller has obtained pursuant to the Supplier Product Support Agreements.

12.3.2

Supplier’s Default

12.3.2.1

*****

12.3.2.2

*****

12.3.2.3

*****

12.4	INTERFACE COMMITMENT

12.4.1

Interface Problem

If the Buyer experiences any technical problem in the operation of an Aircraft or its systems due to a malfunction, the cause of which, after due and reasonable investigation, is not readily identifiable by the Buyer, but which the Buyer reasonably believes to be attributable to the design characteristics of one or more components of the Aircraft (an “ Interface Problem ”), the Seller will, if requested by the Buyer, and without additional charge to the Buyer, except for the reasonable cost of transportation

***** Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission.


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of the Seller’s or its designee’s personnel to the Buyer’s facilities, the Buyer will reimburse the Seller for business class air transportation when the Seller’s personnel must travel internationally, and for confirmed coach class fares, on the Buyer’s routes wherever possible for Seller’s personnel traveling domestically and reasonable food and lodging expenses of the representative(s) of Seller, promptly conduct or have conducted an investigation and analysis of such problem to determine, if possible, the cause or causes of the problem and to recommend such corrective action as may be feasible, provided, however, that if the Seller determines, after such due and reasonable investigation, that the Interface Problem was, in the reasonable judgment of the Seller, due to or caused by any act or omission of the Buyer in its performance of its obligations hereunder, the Buyer will pay to the Seller all reasonable costs and expenses incurred by the Seller during such investigation. The Buyer will furnish to the Seller all data and information in the Buyer’s possession relevant to the Interface Problem and will cooperate with the Seller in the conduct of the Seller’s investigations and such tests as may be required. At the conclusion of such investigation the Seller will promptly advise the Buyer in writing of the Seller’s opinion as to the cause or causes of the Interface Problem and the Seller’s recommendations as to corrective action.

12.4.2

Seller’s Responsibility

If the Seller determines, in the exercise of good faith and diligence, that the Interface Problem is primarily attributable to the design of a Warranted Part, the Seller will, if requested by the Buyer, correct the design of such Warranted Part, pursuant to the terms and conditions of Clause 12.1.

12.4.3

Suppliers Responsibility

If the Seller determines, in the exercise of good faith and diligence, that the Interface Problem is primarily attributable to the design of any Supplier Part, the Seller will at the Buyer’s request, reasonably assist the Buyer in processing any warranty claim the Buyer may have against the manufacturer of such Supplier Part.

12.4.4

Joint Responsibility

If the Seller determines, in the exercise of good faith and diligence, that the Interface problem is attributable partially to the design of a Warranted Part and partially to the design of any Supplier Part, the Seller will, if requested by the Buyer, seek a solution to the Interface Problem through cooperative efforts of the Seller and any Supplier involved. The Seller will promptly advise the Buyer of any corrective action proposed by the Seller and any such Supplier. Such proposal will be consistent with any then existing obligations of the Seller hereunder and of any such Supplier to the Buyer. Such corrective action, unless reasonably rejected by the Buyer, will constitute full satisfaction of any claim the Buyer may have against either the Seller or any such Supplier with respect to such Interface Problem.

12.4.5

General


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12.4.5.1

All requests under this Clause 12.4 will be directed both to the Seller and the affected Suppliers.

12.4.5.2

Except as specifically set forth in this Clause 12.4, this Clause 12.4 will not be deemed to impose on the Seller any obligations not expressly set forth elsewhere in this Agreement.

12.4.5.3

All reports, recommendations, data and other documents furnished by the Seller to the Buyer pursuant to this Clause 12.4 will be deemed to be delivered under this Agreement and will be subject to the terms, covenants and conditions set forth in this Clause 12 and in Clause 22.5.

12.5

*****

12.6	DUPLICATE REMEDIES

The remedies provided to the Buyer under this Clause 12 as to my defect in respect of the Aircraft or any part thereof are mutually exclusive and not cumulative. The Buyer will be entitled to the remedy that provides the maximum benefit to it, as the Buyer may elect, pursuant to the terms and conditions of this Clause 12 for any such particular defect for which remedies are provided under this Clause 12; provided, however, that the Buyer will not be entitled to elect a remedy under one part of this Clause 12 that constitutes a duplication of any remedy elected by it under any other part hereof for the same defect. The Buyer’s rights and remedies herein for the nonperformance of any obligations or liabilities, of the Seller arising under these warranties will be in monetary damages limited to the amount the Buyer expends in procuring a correction or replacement for any covered part subject to a defect or nonperformance covered by this Clause 12, and the Buyer will not have any right to require specific performance by the Seller.

UNQUOTE

*****

12.7	NEGOTIATED AGREEMENT

The Buyer specifically recognizes that:

(i)

the Specifications have been agreed upon after careful consideration by the Buyer using its judgment as a professional operator of, and maintenance provider with respect to, aircraft used in public transportation and as such is a professional within the same industry as the Seller;

(ii)

this Agreement, and in particular this Clause 12, has been the subject of discussion and negotiation and is fully understood by the Buyer;

(iii)

the price of the Aircraft and the other mutual agreements of the Buyer set forth in this Agreement were arrived at in consideration of, inter alia, the provisions of this Clause 12, specifically including the Exclusivity of Warranties set forth in Clause 12.5.

***** Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission.


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13 -	PATENT AND COPYRIGHT INDEMNITY

The Seller represents and warrants that the Manufacturer has provided to the Seller the following indemnity against patent and copyright infringements with respect to the Aircraft, subject to the terms, conditions, limitations and restrictions (including, but not limited to, the Exclusivity of Warranties and Duplicate Remedies provisions) as hereinafter set out, and that the same are in full force and effect and have not been amended. The Seller hereby assigns to the Buyer, and the Buyer hereby accepts, all of the Seller’s rights and obligations as the “Buyer” under the said indemnity against patent and copyright infringements, and the Seller subrogates the Buyer to all such rights and obligations in respect of the Aircraft. The Seller hereby warrants to the Buyer that (i) it has all requisite authority to make the foregoing assignment and to effect the foregoing subrogation in favor of the Buyer, (ii) such assignment and subrogation are effective to confer on the Buyer all of the foregoing rights and obligations of the Seller, and (iii) the Seller will not enter into any amendment of the provisions so assigned without the prior written consent of the Buyer.

QUOTE

13.1

Indemnity

13.1.1

*****

(i)

*****

(ii)

*****

***** Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission.


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(1)

*****

(2)

*****

(iii)

*****

13.1.2

*****

(i)

*****

(ii)

*****

(iii)

*****

(iv)

*****

13.1.3

*****

(i)

*****

(ii)

*****

13.2	Administration of Patent and Copyright Indemnity Claims

13.2.1

If the Buyer receives a written claim or a suit is threatened or begun against the Buyer for infringement of a patent or copyright subject to indemnity under this Clause 13 referred to in Clause 13.1, the Buyer will

(i)

promptly, after becoming aware thereof notify the Seller, giving particulars thereof;

(ii)

furnish to the Seller all data, papers and records within the Buyer’s control or possession relating to such claim;

***** Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission.


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(iii)

refrain from admitting any liability or making any payment, or assuming any expenses, damages, costs or royalties, or otherwise acting in a manner prejudicial to the defense or denial of the suit or claim, it being agreed that nothing in this Clause 13.2.1(iii) will prevent the Buyer from paying the sums that may be required to obtain the release of the Aircraft, provided that payment is accompanied by a denial of liability and is made without prejudice;

(iv)

at the expense of Seller, fully cooperate with, and render all reasonable assistance to, the Seller as may be pertinent to the defense or denial of the suit or claim;

(v)

to the extent commercially reasonable, act to mitigate damages and/or to reduce the amount of royalties that may be payable, and act to minimize costs and expenses.

13.2.2

The Seller will be entitled either in its own name or on behalf of the Buyer to conduct negotiations with the party or parties alleging infringement and may assume and conduct the defense or settlement of any suit or claim in the manner that, in the Seller’s reasonable opinion, it deems proper. Buyer may participate, at its own expense, with Seller in the defense or appeal of any such suit, claim, or judgment; provided, however, that Seller retain sole control and authority regarding any such defense, compromise, settlement, appeal, or similar action, as set forth in this Clause 13.2.2.

13.2.3

The Seller’s liability hereunder will be conditional on the substantial and timely compliance by the Buyer with the terms of this Clause and is in lieu of any other liability to the Buyer, whether express or implied, which the Seller might incur at law as a result of any infringement or claim of infringement of any patent or copyright.

UNQUOTE

*****

***** Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission.


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14	TECHNICAL DATA

14.1

Scope

This Clause covers the terms and conditions for the supply of technical data and software services (hereinafter, “Technical Data” ) to support operation and maintenance of the Aircraft.

14.1.2

Range, form, type, format, ATA/non-ATA compliance, revision, and quantity of the Technical Data are covered in Exhibit F hereto.

14.1.3

The Technical Data will be supplied in the English language using aeronautical terminology in common use.

14.1.4

The Buyer will not receive credit or compensation for any partially used or unused Technical Data provided pursuant to this Clause 14.

14.2	Aircraft Identification for Technical Data

For the Technical Data that is customized to the Aircraft and/or operations listed below, the Buyer agrees to the allocation of Fleet Serial Numbers ( FSNs ) in the form of a block of numbers selected in the range from 001 to 999.

The sequence will be interrupted only if two (2) different Propulsion Systems or different Aircraft models are selected.

The Buyer will indicate to the Seller the FSNs corresponding to the Aircraft as listed in Clause 9 of this Agreement within forty-five (45) days after execution of this Agreement. The allocation of FSNs to such Aircraft will not constitute any proprietary, insurable or other interest of the Buyer in any Aircraft before delivery of and payment for Aircraft as provided in this Agreement.

For purposes of this Clause 14.2, the customized Technical Data are:

-Aircraft Maintenance Manual and associated products

-Illustrated Parts Catalog

-Trouble Shooting Manual

-Aircraft Wiring Manual

-Aircraft Schematics Manual

-Aircraft Wiring Lists


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14.3	Integration of Equipment Data

14.3.1

Data On Supplier Equipment

lf necessary for the understanding of the affected systems, information relating to Supplier equipment that is installed on the Aircraft by the Seller will be included free of charge in the basic issue of the customized Technical Data.

14.3.2

The Buyer will supply to the Seller, at the Buyer’s expense, the technical data related to Buyer Furnished Equipment, in English, at least ***** before the scheduled delivery of the customized Technical Data. The Seller will incorporate the technical data related to the BFE into the Technical Data basic issue at no additional cost to the Buyer, provided such data is provided in accordance with the conditions set forth in Clauses 14.3.3 through 14.3.6.

14.3.3

The BFE data supplied will be in compliance with ATA 100/2200 standard Specification, in the revision applicable to the corresponding Aircraft type. Subsequent revisions will be considered as applicable.

14.3.4

The Buyer and the Seller will enter into an agreement with the aim of managing the BFE data integration process (the “Data Supply/Exchange Agreement”.)

14.3.5

The BFE data will be delivered in digital format (SGML) and/or in Portable Document Format (PDF).

14.3.6

All costs related to the delivery of BFE data to the Seller will be borne by the Buyer.

14.4

Delivery

14.4.1

The Technical Data and corresponding revisions to be supplied by the Seller will be sent to one address only as advised by the Buyer.

14.4.2

Technical Data and revisions will be packed and shipped by the quickest transportation methods reasonably available. Shipment will be Free Carrier (FCA) Toulouse, France, and/or Free Carrier (FCA) Hamburg, Germany.

Reasonable quantities of the Technical Data will be delivered according to a mutually agreed schedule, designed to correspond to Aircraft deliveries. The Buyer will provide no less than ***** notice to the Seller if a change is requested to the delivery schedule for the Technical Data.

14.4.3

The Buyer shall be responsible for coordinating with, and satisfying the needs of the Aviation Authorities with respect to the Technical Data.

***** Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission.


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14.5	Revision Service

Unless otherwise specifically stated, revision service will be offered ***** after delivery of the last Aircraft. Thereafter, revision service will be provided in accordance with the terms and conditions found in the then current Airbus North America Customer Services Catalog.

14.6	Service Bulletin (SB) Incorporation

During the period of revision service and upon the Buyer’s request for incorporation, which will be made within ***** after issuance of a Service Bulletin, Seller’s Service Bulletin information will be incorporated into the Technical Data for the Buyer’s Aircraft, after formal notification by the Buyer of its intention to accomplish a Service Bulletin. The split effectivity for the corresponding Service Bulletin will remain in the Technical Data until notification from the Buyer that embodiment has been completed on all the Buyer’s Aircraft. For the operational Technical Data only, the pre or post Service Bulletin status will be shown.

14.7	Future Developments

The Buyer agrees to consider (without obligation) for implementation any new technological development applicable to, and deemed by the Seller to be beneficial and economical for, the production and transmission of data and documents.

14.8	Technical Data Familiarization

Upon request by the Buyer, the Seller will provide ***** of Technical Data familiarization training, at the Seller’s or Buyer’s facility. If such familiarization is conducted at the Buyer’s facilities, the Buyer will reimburse the Seller for business class air transportation when the Seller’s personnel must travel internationally, and for confirmed coach class fares, on the Buyer’s routes wherever possible for Seller’s personnel traveling domestically and reasonable food and lodging expenses of the representative(s) of Seller conducting the familiarization training.

14.9	Customer Originated Changes

14.9.1

Data on Customer Originated Changes (COC) may be incorporated into the following Technical Data customized to the Buyer:

- Aircraft Maintenance Manual and associated products

- Illustrated Parts Catalog

- Trouble Shooting Manual

- Aircraft Wiring Manual

- Aircraft Schematics Manual

- Aircraft Wiring Lists

- Flight Crew Operating Manual

- Quick Reference Handbook

***** Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission.


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14.9.2

COC data will be developed by the Buyer according to the “Guidelines for Customer Originated Changes” issued by the Seller. The Buyer will ensure that any such COC data is in compliance with the requirements of its local Aviation Authorities.

COC data will be incorporated by the Seller in the customized Technical Data listed in Clause 14.9.1 unless the Buyer specifies in writing into which customized Technical Data the Buyer desires that the COC data be incorporated. Following incorporation of the COC data as requested by the Buyer, the relevant customized Technical Data will show only the aircraft configuration that reflects the COC data and not the configuration before incorporation of the COC data.

14.9.3

The Buyer hereby acknowledges and accepts that the incorporation of any COC into the Technical Data will be at the Buyer’s sole risk, and the Seller will have no liability whatsoever with respect to: (a) the contents of any COC (including any omissions or inaccuracies therein) (b) any effect that the incorporation of such COC may have on the Technical Data or (c) any costs of any nature that any COC may have on all subsequent Service Bulletins and modifications.

The Seller will not be required to check the accuracy or validity of any COC data submitted for incorporation into the Technical Data.

14.9.4

The Buyer will indemnify and hold the Seller harmless from and against any losses (including reasonable attorneys’ fees) arising from claims by any third party for injury, loss or damage incurred directly or indirectly as a result of incorporation of any COC into the Technical Data issued by the Seller.

14.9.5

No liability on the part of the Seller will arise, and no obligations of the Buyer under the foregoing Clause 14.9.4 will be reduced, by any communication, whether written or oral, between the Seller and the Buyer with respect to COC data or the incorporation of such data into the Technical Data.

14.9.6

The Seller’s costs with respect to the incorporation of any COC will be invoiced to the Buyer under conditions specified in ANACS’ Customer Services Catalog in effect at the time of the Buyer’s request for incorporation.

14.10

Software Services

14.10.1

Performance Engineer’s Programs

In addition to the standard operation manuals, the Seller will provide to the Buyer Performance Engineer’s Programs (PEPs) under the terms and conditions of the License for use of Software attached as Appendix 1 to Exhibit F hereto (the “ Software License ”). Use of PEP will be limited to one (1) copy installed on one (l) computer. PEP is intended for use on the ground only and will not be installed on an Aircraft The Seller will provide the Buyer with a three-day installation and review visit regarding the PEPs.


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The Software License for use of PEP will be granted *****. At the expiration of that period, the Buyer will be entitled to continue to use the PEP Software *****, in accordance with the terms and conditions of the then-current Airbus North America Customer Services Catalog.

14.10.2

Basic AirN@V

The following Technical Data are provided on DVD (digital video disk) and shall also be governed by the terms and conditions of the Software License:

- Trouble Shooting Manual

- Aircraft Maintenance Manua l

- Illustrated Parts Catalog

From time to time, the Seller may make additional Technical Data available on DVD and may impose other reasonable license conditions with respect thereto.

The Software License for use of Basic AirN@v will be granted *****. At the expiration of that period, the Buyer will be entitled to continue to use the software *****, in accordance with the terms and conditions of the then current Airbus North America Customer Services Catalog.

14.10.3

Airbus On-Line Services

14.10.3.1

AOLS is a database allowing the Buyer to access a wide range of services through a web portal. AOLS, including a description of those Technical Data that are available through the use of AOLS, are described in Attachment 1 to Appendix 2 to Exhibit F. AOLS described in Paragraph A of such Attachment are available *****.

14.10.3.2

The Seller will provide to the Buyer Airbus On-Line Services (“ AOLS ”) under the terms and conditions of the License Agreement for use of AOLS attached as Appendix 2 to Exhibit F here to (the “AOLS License”) and to the Software License attached as Appendix 1 to Exhibit F. *****

14.10.3.3

Those Technical Data that are available through AOLS and individual documents, contained therein will be subject to change, revision and/or replacement from time to time. *****

***** Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission.


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14.11

Warranty

The provisions of Clause 12, including, without limitation, Clause 12.6 (EXCLUSIVITY OF WARRANTIES AND GENERAL LIMITATIONS OF LIABILITY), will apply to the Technical Data provided under this Clause 14.

14.12

Proprietary Rights

All proprietary rights, including but not limited to patent, design and copyrights, relating to Technical Data will remain with the Seller. Subject to the requirements of Section 14.13, all Technical Data are supplied to the Buyer for the sole use of the Buyer, who undertakes not to divulge the contents thereof to any third party unless permitted by this Agreement or otherwise required pursuant to any governmental or legal requirement imposed on the Buyer.

These proprietary rights will also apply to any translation into a language or languages or media that may have been performed or caused to be performed by the Buyer.

14.13

Confidentiality.

The Technical Data and their content are designated as confidential. All such Technical Data are supplied to the Buyer for the sole use of the Buyer who undertakes not to disclose the contents thereof to any third party without the prior written consent of the Seller which consent will not be unreasonably withheld, save as permitted therein or otherwise pursuant to any government or legal requirement imposed upon the Buyer.

In the event that the Buyer is required to divulge the Technical Data pursuant to any governmental or legal requirement, the Buyer shall promptly notify Seller prior to any disclosure so that Seller can assist the Buyer in maintaining the confidentiality of such Technical Data.

The obligations of confidentiality for Technical Data and their contents shall not apply to any Technical Data that Buyer establishes: (a) is generally known to the public at the date of disclosure by Seller to Buyer; or (b) enters the public domain during this Agreement, through no fault of either the Seller or a third party performing technical services for Seller.

15 -	SELLER REPRESENTATIVES

The Seller will provide or cause to be provided at no charge to the Buyer the services described in this Clause 15, at the Buyer’s main base or at other locations to be mutually agreed.


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15.1	Resident Customer Support Representatives

15.1.1

The Seller will provide representatives to act in an advisory capacity at the Buyer’s main base or at other locations (“ Resident Customer Support Representative ”) to be mutually agreed.

(i)

*****

(ii)

*****

15.1.2

The Seller will provide to the Buyer an annual written account of the consumed man-months of Resident Customer Support Representative’s time consumed in the preceding year together with any remaining balance.

15.1.3

Should the Buyer request Resident Customer Support Representative time that exceeds the amounts set forth in Clause 15.1.1(ii), the Seller may provide additional service subject to the terms and conditions agreed by the Buyer and the Seller at the time of such request.

15.1.4

The Seller will cause similar resident customer support services to be provided by the representatives of the Propulsion System manufacturer and by representatives of the Suppliers when necessary and applicable.

15.2	Customer Support Director

The Seller will assign the services of one (l) Customer Support Director based in Herndon, Virginia, to liaise between the Manufacturer and the Buyer on product support matters after signature of this Agreement and for as long as the Buyer operates at least one (1) Aircraft.

15.3

*****

15.4	Buyer’s Support

15.4.1

From the date of arrival of the first Resident Customer Support Representative and Spares Representative and for the duration of the assignment, the Buyer will provide free of charge, suitable office space, office equipment and facilities

***** Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission.


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including, telephone and facsimile connections, for the sole use of the Resident Customer Support Representative(s) in or conveniently near the relevant Buyer’s facilities.

15.4.2

In accordance with the Buyer’s regulations, the Buyer will provide ***** to the Seller

(i)

airline tickets in business class, confirmed and guaranteed between the site at which the Resident Customer Support Representative services are to be provided and the international airport nearest Toulouse, France, that is on the Buyer’s network for the Resident Customer Support Representative(s) and the Spares Parts Field Representative mentioned in and 15.4, for travel at the beginning and end of the applicable assignment; and

(ii)

when said Resident Customer Support Representative(s) are requested by the Buyer to travel from the site to which they are assigned, transportation on coach class basis between the said locations and the place of assignment.

15.4.3

The Buyer and the Seller will give each other all necessary reasonable assistance with general administrative functions specific to their respective countries and with procurement of the documents necessary to live and work in such countries.

15.5	Temporary Assignment and Withdrawal of Resident Customer Support Representative

The Seller will have the right upon written notice to and communication with the Buyer to transfer or recall any Resident Customer Support Representative(s) on a temporary basis if and for so long as, in the Seller’s reasonable opinion, conditions are dangerous to the Resident Customer Support Representative’s safety or health or prevent the fulfillment of such Resident Customer Support Representative’s contractual tasks. The Buyer will receive credit for the man-days during which any Resident Customer Support Representative is absent from the Buyer’s facility pursuant to this Clause 15.5.

15.6	Representatives’ Status

In providing the above technical service, the Seller’s employees, including Resident Customer Support Representative(s), the Spares Representative and the Customer Support Director, are deemed to be acting in an advisory capacity only and at no time will they be deemed to be acting, either directly or indirectly, as the Buyer’s employees or agents.

***** Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission.


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16 -	TRAINING AND TRAINING AIDS

16.1

General

This Clause covers the terms and conditions for the supply of training and training aids for the Buyer’s personnel to support the Aircraft operation.

16.2

Scope

16.2.1

The range and quantity of training and training aids to be provided free of charge under this Agreement are covered in Appendix A to this Clause 16. The Seller will arrange availability of such training and training aids in relation to the delivery schedule for the Aircraft set forth in Clause 9.1.1.

16.2.2

The contractual training courses, defined in Appendix A to this Clause 16, will be provided up to ***** after delivery of the last Aircraft.

16.2.3

If the, Buyer uses none or only part of the training or training aids to be provided pursuant to this Clause, no compensation or credit of any sort will be provided.

16.3	Training Organization / Location

16.3.1

The Seller will provide the training at the Airbus Training Center in Miami, Florida unless otherwise agreed by the Buyer. The Seller will not be liable for any delays in training due to unavailability of facilities or scheduling difficulties in Miami if an alternative training center has been proposed by the Seller and refused by the Buyer.

16.3.2

If unavailability of facilities or scheduling difficulties make training by the Seller impractical at the training center listed in Clause 16.3.1, the Seller will notify the Buyer and the parties will discuss alternative arrangements for such training support, described in this Clause 16 at other Seller affiliated training centers located in North America.

16.3.3

Upon the Buyer’s request the Seller may also provide certain training at one of the Buyer’s bases, if and when practicable for the Seller, under terms and conditions to be mutually agreed upon. In this event, all additional charges listed in Clause 16.6.2 will be borne by the Buyer.

16.4	Training Courses

16.4.1

Training courses, as well as the minimum and maximum numbers of trainees per course provided for the Buyer’s personnel, are defined in the Seller’s applicable training course catalog (the “ Training Course Catalog ”) and will be scheduled as mutually agreed upon during a training conference (the “ Training Conference ”) that will be held as soon as practicable after signature of this Agreement and no later than six (6) months prior to delivery of the first Aircraft (provided that any failure attributable to the Seller to conduct such meeting within such period shall not affect Seller’s obligation to provide such training).

***** Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission.


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16.4.2

The following terms will apply when training is performed by the Seller.

(i)

Training courses will be the Seller’s standard courses as described in the Seller’s applicable Training Course Catalog valid at the time of execution of the course. The Seller will be responsible for all training course syllabi, training aids and training equipment necessary for the organization of the training courses.

(ii)

The training curricula and the training equipment may not be fully customized. However, they may be modified to include the most significant aspects of the Specification as known at the latest six (6) months prior to the date of the first training course planned for the Buyer and will be configured in order to obtain the relevant Aviation Authority’s approval and to support the Seller’s teaching programs.

(iii)

Training data and documentation necessary for training detailed in Appendix A to this Clause 16 will be ***** and will not be revised. Training data and documentation will be marked “FOR TRAINING ONLY” and as such will be supplied for the sole and express purpose of training.

(iv)

Upon the request of the Buyer and at no charge to the Buyer, the Seller will collect and pack for consolidated shipment to the Buyer’s facility, all training data and documentation of the Buyer’s trainees attending training at the Airbus Training Center in Miami, Florida or Blagnac, France as applicable. This training data and documentation will be delivered Free Carrier (FCA) Miami International Airport. It is understood that title to and risk of loss of the training data and documentation will pass to the Buyer upon delivery.

16.4.3

If the Buyer decides to cancel or reschedule a training course, a minimum advance notice of ***** will be required. Any later cancellation or change from the Buyer, when courses cannot be allocated to other customers, will be deducted from the training allowances defined herein or if no such training allowances remain, the Seller will invoice the Buyer at the then prevailing prices in the ANACS Customer Services Catalog.

16.4.4

In fulfillment of its obligation to provide training courses, when the Seller performs the training courses, the Seller will deliver to the trainees a certificate of completion at the end of any such training course. The Seller’s certificate does not represent authority or qualification by any official Aviation Authorities but may be presented to such officials in order to obtain relevant formal qualification.

If training is provided by a training provider selected by the Seller, the Seller will cause such training provider to deliver a certificate of completion at the end of any such training course. Such certificate will not represent authority or qualification by any official Aviation Authorities but may be presented to such officials in order to obtain relevant formal qualification.

***** Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission.


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16.5	Prerequisites

16.5.1

Training will be conducted in English and all training aids are written in English using common aeronautical terminology. Trainees must have the prerequisite experience as defined in Appendix B to this Clause 16.

The Seller’s training courses are “Initial Equipment Training Courses”, “ Transition Training Courses ”, and “Upgrade Training Courses”. The Seller does not provide “ Ab Initio Training Courses .”

The Buyer will be responsible for the selection of the trainees and for any liability with respect to the entry knowledge level of the trainees.

16.5.2

The Buyer will provide the Seller with an attendance list of the trainees for each course with the validated qualification of each trainee. The Seller reserves the right to verify the trainees’ proficiency and previous professional experience. The Seller will in no case warrant or otherwise be held liable for any trainee’s performance as a result of any training services provided.

16.5.3

Upon the Buyer’s request, the Seller may be consulted to direct the above mentioned trainee(s) through a relevant entry level training program, which will be at the Buyer’s charge, and, if necessary, to coordinate with competent outside organizations for this purpose. Such consultation will be held during the Training Conference.

If the Seller should determine that a trainee lacks the required entry level, such trainee will, following consultation with the Buyer, be withdrawn from the program.

Upon such withdrawal, the Seller will deduct the corresponding allowance from the total allowance for the applicable training.

16.6

Logistics

16.6.1

Trainees

16.6.1.1

When training is done at the Airbus Training Center in Miami, Florida, the Seller will provide a ***** rental car for all of the Buyer’s trainees for the duration of the training course on the basis of one (1) rental car per four (4) maintenance and operations trainees and one (1) rental car per flight crew. At the Buyer’s request, the Seller will make available an alternative means of transportation for the flight attendants.

***** Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission.


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The Seller will provide rental cars with unlimited mileage, and the Buyer will pay for gas, and fines, if any. However, the Buyer will indemnify and hold the Seller harmless from and against all liabilities, claims, damages, costs and expenses for any injury to or death of any of the Buyers’ trainees or to any third party occurring during the course of such transportation.

16.6.1.2

When training is done at the Airbus Training Center in Blagnac, France, or Beijing, China, or at another location pursuant to Clause 16.3.2, the Seller will provide free local transportation by bus for the Buyer’s trainees to and from designated pick up points and the training center.

16.6.1.3

Living expenses for the Buyer’s trainees are to be borne by the Buyer.

16.6.2

Training at External Location

16.6.2.1

Seller’s Instructors

If at the Buyer’s request, training is provided by the Seller’s instructors at any location other than the Seller’s training centers, the Buyer will reimburse the Seller for all the expenses (other than as set forth in Clause 16.3.3, if applicable), defined below in Clauses 16.6.2.2, 16.6.2.3, 16.6.2.4 and 16.6.2.5 related to the assignment of such instructors and their performance of the duties as aforesaid.

16.6.2.2

Living Expenses for the Seller’s Instructors

Such expenses, covering the entire period from day of secondment to day of return to the Seller’s base, will be limited to lodging, food and local transportation to and from the place of lodging and the training course location. The Buyer will reimburse the Seller for such expenses on the basis of a per diem rate corresponding to the current per diem rate used by the Seller for its personnel.

16.6.2.3

Air Travel

The Buyer will reimburse the Seller for business class air transportation when the Seller’s personnel must travel internationally, and for confirmed coach class fares, on the Buyer’s routes wherever possible for Seller’s personnel traveling domestically and reasonable food and lodging expenses to and from the Buyer’s designated training site and the Seller’s training center.

16.6.2.4

Training Material

The Buyer will reimburse the Seller for the cost of shipping the training material needed to conduct such courses.

16.6.2.5

Buyer’s Indemnity

The Buyer will be solely liable for any and all cancellation or delay in the performance of the training outside of the Seller’s training centers that is associated with the transportation provided under Clause 16.6.2.3 above will indemnify and hold the Seller harmless from such delay.


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16.6.2.6

Training Equipment Availability

Training equipment necessary for course performance at any course location other than the Seller’s training centers or the facilities of the training provider selected by the Seller will be provided by the Buyer in accordance with the Seller’s specifications.

16.7	Flight Operations Training

16.7.1

Flight Crew Training Course

16.7.1.1

The Seller will perform a flight crew training course program for the Buyer’s flight crews. A flight crew will consist of two pilots, as defined in Appendix A to this Clause 16. The training manual used will be the Seller’s Flight Crew Operating Manual or the Buyer’s Flight Crew Operating Manual, as applicable.

16.7.1.2

The Buyer will use its delivered Aircraft for any required in-flight training. This training will not exceed one (1) session of one and a half (1.5) hours per pilot. When in-flight crew training is performed in Blagnac, France, the Seller will provide free-of-charge line maintenance, including servicing, preflight checks and changing of minor components, subject to conditions agreed in this Agreement.

16.7.1.3

The Buyer will provide mutually agreed spare parts as required to support said in-flight training and will provide evidence of insurance coverage consistent with Clause 19.

16.7.1.4

In all cases, the Buyer will bear the expenses of fuel, oil and landing fees.

16.7.2

Flight Crew Line Initial Operating Experience

16.7.2.1

In order to assist the Buyer with initial operating experience after delivery of the first Aircraft, the Seller will provide pilot instructors as defined in Appendix A to this Clause 16 to the Buyer. The maximum number of Seller’s pilot instructors present at the Buyers site at one time will be limited to four (4).

16.7.2.2

Additional pilot instructors can be provided at the Buyer’s expense upon conditions to be mutually agreed.

16.7.2.3

Prior to any flight training to be performed by the Seller on the Buyer’s Aircraft, the Buyer will provide the Seller with a copy of the certificate, of insurance as requested in Clause 19.

16.7.3

Flight Attendants’ Familiarization Course The Seller will provide flight attendants’ course(s) to the Buyer’s flight attendants, as defined in Appendix A to this Clause 16 at the Training Conference.


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16.8	Maintenance Training

16.8.1

The Seller will provide maintenance training for the Buyer’s ground personnel as defined in Appendix A to this Clause 16.

The available courses are listed in the Seller’s applicable Training Course Catalog.

The practical training provided in the frame of maintenance training is performed exclusively on the training devices in use in the Seller’s Training Center or Affiliated Training Centers. If additional practical training is required, such additional practical training can be organized with the assistance of the Seller, in accordance with Clause 16.8.2 hereunder.

16.8.2

Practical Training

If the Buyer requires practical training to be organized at another airline’s facilities (“Practical Training”), the Seller will assist the Buyer in organizing this training without guaranteeing the availability of any such facilities.

Such Practical Training will be deducted from the trainee-day allowance defined in Paragraph 2.1 of Appendix A to this Clause 16 in the manner defined in Paragraph 3 of such Appendix.

16.8.3

Maintenance Initial Operating Experience Training

In order to assist the Buyer during the entry into service of the Aircraft, the Seller will provide maintenance instructor(s) at the Buyer’s base as defined in Appendix A to this Clause 16 to the Buyer.

16.8.3.1

This maintenance initial operating experience training will consist of training in handling and servicing of Aircraft, flight crew and maintenance coordination, use of paper and/or electronic documentation and/or any other activities which may be deemed necessary after delivery of the first Aircraft.

16.8.3.2

The Buyer will reimburse the expenses for said instructor(s) in accordance with Clause 16.6.2. Additional maintenance instructors can be provided at the Buyer’s expense.

16.9	Supplier and Engine Manufacturer Training

The Seller will ensure that major Suppliers and the Propulsion System manufacturer provide maintenance training and overhaul training on their products at appropriate times.

A copy of the Supplier Training Catalog, listing the suppliers that provide training, will be supplied to the Buyer on request.


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16.10

Training Aids for the Buyer’s Training Organization

16.10.1

The Seller will provide to the Buyer the Airbus Computer Based Training, training aids, as used in the Seller’s Training Centers, free of charge as defined in Appendix A to this Clause 16.

The Airbus CBT System and training aids supplied to the Buyer will be similar to those used at the Airbus Training Centers for training provided for the Buyer. The Airbus CBT System in use at the Seller’s Training Center may be revised on a regular basis and such revisions, if any, will be provided to the Buyer free or charge during the period when training courses provided under this Clause 16 are performed for the Buyer or up to one (l) year after Delivery of the last Aircraft delivered under this Agreement; whichever occurs first.

16.10.2

Delivery of Training Aids

16.10.2.1

The Seller will deliver to the Buyer the Airbus CBT System and, training aids as defined in Appendix A to this Clause 16, at a date to be mutually agreed during the Training Conference.

16.10.2.2

Those items supplied to the Buyer pursuant to Clause 16.10.1 above will be delivered FCA Toulouse, France, and/or FCA Hamburg, Germany. Title to and risk of loss of said items will pass to the Buyer upon delivery.

16.10.3

Installation

16.10.3.1

The Buyer will provide any and all the necessary hardware on which the Airbus CBT System will be installed and Seller will not be responsible for any incompatibility of such hardware with the Airbus CBT System.

16.10.3.2

The Airbus CBT System will be installed by the Buyer’s personnel who have completed the Airbus CBT training, and the Seller will be held harmless from any damage to persons and/or to property caused by or in any way connected with the handling and/or installation of the Airbus CBT System by the Buyer’s personnel, unless the Seller provides unique instructions for such installation and the Buyer follows such instructions, such instructions are inaccurate and such inaccuracies are the cause of the damage.

16.10.3.3

The Buyer will reimburse the expenses in accordance with Clause 16.6., for the Seller’s personnel required at the Buyer’s facility to conduct Airbus CBT Training and/or provide installation assistance.

16.10.4

License


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16.10.4.1

The Seller will grant the Buyer a license to use the Airbus CBT System, as defined in Appendix C to this Clause 16.

16.10.4.2

Supply of additional sets of courseware, as well as any extension of the license for such courseware, will be subject to terms and conditions to be mutually agreed.

16.10.5

The Seller will not be responsible and hereby disclaims any and all liabilities resulting from or in connection with the use by the Buyer of the training aids at the Buyer’s facilities.

16.11

Proprietary Rights

The Seller’s training data and documentation, Airbus CBT System and training aids are proprietary to the Manufacturer and its suppliers and the Buyer agrees not to disclose the content of the courseware or any information or documentation provided by the Seller in relation to training in whole or in part, to any third party without the prior written consent of the Seller, except as required by law or legal process or in connection with the enforcement of its rights hereunder.


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APPENDIX A TO CLAUSE 16

TRAINING ALLOWANCES

1.	FLIGHT OPERATIONS TRAINING

1.1	Flight Crew Training

The Seller will provide flight crew training (regular transition) ***** for ***** of the Buyer’s flight crews. In addition, the Seller will provide ***** dry full flight simulator time for an aggregate ***** hours.

1.2	Flight Crew Line Initial Operating Experience

The Seller will provide to the Buyer pilot instructor(s) for ***** months to assist with flight-crew initial operating experience.

The maximum number of pilot instructors present at the Buyer’s site at any one time will be limited to ***** pilot instructors.

1.3	Instructor Cabin Attendants’ Familiarization Course

The Seller will provide to the Buyer cabin attendants’ training ***** for up to ***** of the Buyer’s flight attendants. Seller will make available its door trainer equipment facilities for ***** hours, subject to a mutually agreed schedule.

1.4	Dispatch/Performance/Operations/Ground Support Course(s)

The Seller will provide to the Buyer ***** trainee days of dispatch/performance/ operations/ground handling training free of charge for the Buyer’s dispatchers, performance engineers and load-master specialists.

The above trainee days will be used solely for the dispatch/performance/operations training courses as defined in the Seller’s applicable Training Course Catalog.

2.	MAINTENANCE TRAINING

2.1	Maintenance Training Courses

The Seller will provide to the Buyer ***** trainee days of maintenance training ***** for the Buyers personnel.

These trainee days will be used solely for the Maintenance training courses as defined in the Sellers’ applicable Training Course Catalog.

2.2	Maintenance Initial Operating Experience Training

The Seller will provide to the Buyer maintenance instructor(s) at the Buyer’s base ***** for a period of ***** man-months.

***** Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission.


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APPENDIX A TO CLAUSE 16

3.	TRAINEE DAYS ACCOUNTING

Trainee days are counted as follows:

(i) For instruction at the Seller’s training centers or an affiliated training center, including, without limitation, a training center agreed by the parties should Seller’s training center in Miami not be available, one day of instruction for one (1) trainee equals one (1) trainee day. The number of trainees as confirmed by the Buyer ***** before the beginning of the course will be counted as the number of trainees considered to have taken the course.

(ii) For instruction outside of the Seller’s training centers or an affiliated training center, not including Practical Training, one (1) day of instruction by one (1) Seller instructor equals the actual number of trainees attending the course or a minimum of ***** trainee days.

(iii) For instruction outside of the Seller’s training center or affiliated training center that is Practical Training, one (1) day of instruction by one (1) Seller instructor equals the actual number of trainees attending the course or a minimum of ***** days.

(iv) If training is provided outside of the Seller’s training center or affiliated training centers specifically at the Seller’s request, Paragraph 3 (i) above shall be applicable to the trainee days accounting for such training facility.

4.	TRAINING AIDS AND CBT SYSTEM FOR BUYER’S TRAINING ORGANIZATION

The Seller will provide to the Buyer ***** “Airbus CBT System,” defined in Clause 2.1.3 of Appendix C to Clause 16, related to the Aircraft. The Seller will also provide free of charge updates to courseware in Clause 4.2 below when developed by the Manufacturer, continuing through to the third year following delivery of the last Aircraft.

4.1	The Airbus CBT System supplied to the Buyer will consist of

- ***** copies on CD-ROM of Airbus CBT installation/utilization guides

- ***** sets of CD-ROMs with run time software related to the delivered courseware.

- ***** CD-ROMs of cockpit panels for training.

For Flight Operations Training

The Airbus CBT courseware will be delivered with ***** copies on CD ROM with Airbus CBT courseware files

***** Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission.


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APPENDIX A TO CLAUSE 16

For Maintenance Training

The maintenance Airbus CBT courseware will be delivered with

- ***** copies on CD ROM with Airbus CBT courseware files

- ***** sets of electronic training documentation masters, whenever applicable

For Performance/Operations Training

The A320 Family performance/operations Airbus CBT Courseware will be delivered with

- *****·copies on CD ROMS with Airbus CBT courseware files

- ***** sets of electronic training documentation masters, whenever applicable·

For In-flight Training

The A320 Family maintenance Airbus CBT courseware will be delivered with

- ***** copies on CD ROM with Airbus CBT courseware files

- ***** sets of electronic training documentation masters, whenever applicable

***** Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission.


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APPENDIX B TO CLAUSE 16

MINIMUM RECOMMENDED QUALIFICATIONS

IN RELATION TO TRAINING REQUIREMENTS

(Standard Transition Courses)

The prerequisites listed below are the minimum recommended requirements specified for Airbus training. If the appropriate Aviation Authority or the specific airline policy of the trainee’s airline demand greater or additional requirements, such requirements will be considered as prerequisites.

- CAPTAIN prerequisites

. Fluency in English

. 1500 hours minimum flying experience as pilot

. 1000 hours experience on FAR/JAR 25 aircraft

. 200 hours experience as airline, corporate pilot or military pilot

. Must have flown transport type aircraft, as flying pilot.

- FIRST OFFICER prerequisites

.Fluency in English

. 500 hours minimum flying experience as pilot of fixed wing aircraft

. 300 hours experience on FAR/JAR 25 aircraft

. 200 hours flying experience as airline pilot or a corporate pilot or military pilot

. Must have flown transport type aircraft, as flying pilot

For both CAPTAIN and FIRST OFFICER, if one or several of the above criteria are not met, the trainee must follow

(i)

an adapted course or

(ii)

an Entry Level Training (ELT) program before entering the regular or the adapted course.

Such course(s), if required, will be at the Buyer’s expense.

- MAINTENANCE PERSONNEL prerequisites

(i)

For all Maintenance courses:

. Fluency in English

. Experience on first or second generation jet transport category aircraft

(ii)

Additional prerequisites (for Aircraft Rigging Engine Run-Up and Maintenance Initial Operating Course):

- Qualified as line or line and base mechanic on the relevant Airbus aircraft type (for Maintenance Initial Operating Experience Course).


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Maintenance Training Difference Courses additional prerequisites:

Currently qualified on the base Aircraft.


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APPENDIX C TO CLAUSE 16

LICENSE FOR USE OF AIRBUS COMPUTER BASED TRAINING

GRANT

The Manufacturer having developed and being the owner of a system software permitting the use of programmed instructions providing flight crew and maintenance training known as the “Airbus CBT Software”, and having granted a license for use of the Airbus CBT Software to Seller, which license entitles Seller to further sublicense the Airbus CBT Software to the Buyer, Seller hereby grants, and the Buyer hereby accepts, a non-exclusive, non-assignable and non-transferrable license (the “License”) to the Buyer for use of the Airbus CBT Software pursuant to the terms and conditions herein.

2.	DEFINITIONS

2.1	For the purpose of this Appendix C to Clause 16, the following definitions will apply:

2.1.1

“Airbus CBT Courseware” means the programmed instructions that provide flight crew and maintenance training.

2.1.2

“Airbus CBT Software” means the system software that permits the use of the Airbus CBT Courseware.

2.1.3

“Airbus CBT System” means the combination of the Airbus CBT Software and the Airbus CBT Courseware.

2.1.4

“Student/Instructor Mode” means the mode that allows the user to run the Airbus CBT Courseware.

2.1.5

“Airbus CBT Training” means the training enabling the Buyer to load and use the Airbus CBT System.

2.1.6

“User Guide” means the documentation, which may be in electronic format designed to assist the Buyer to use the Airbus CBT.

2.2	For the purpose of clarification, it is hereby stated that all related hardware required for the operation of the Airbus CBT System is not part of the Airbus CBT System and will be procured under the sole responsibility of the Buyer.

COPIES

3.1

The Buyer will be permitted to copy the Airbus CBT Software for back-up and archiving purposes and for loading of the Airbus CBT Software exclusively on the Buyer’s workstations. In such cases, the Buyer will advise the Seller in writing stating the number and purpose of any copies made. Any other copying without Sellers consent is strictly prohibited.

3.2	The Buyer will reproduce the copyright and other notices as they appear on or within the original media on any copies that the Buyer makes of the Airbus CBT Software.

TERM

The rights under this License are granted to the Buyer for as long as the Buyer operates the aircraft model to which the Airbus CBT Software and the Airbus CBT courseware apply. Within thirty (30) Working Days after the date upon which, the Buyer stops operating said Aircraft model, the Buyer will return the Airbus CBT System and any copies thereof to the Seller, accompanied by a certification that the Buyer has returned all existing copies.


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5.	PERSONAL ON-SITE LICENSE

5.1	The License granted herein is personal to the Buyer for use of the Airbus CBT System and is nontransferable and nonexclusive.

5.2.1

The Buyer may not (i) distribute or sublicense any portion of the Airbus CBT System to a third party, (ii) modify or prepare derivative works from the Airbus CBT Software, except as set forth in 6.1 herein (iii) publicly display visual output of the Airbus CBT Software, or (iv) transmit the Airbus CBT Software electronically by any means.

5.2.2

The Buyer will use the Airbus CBT exclusively in the technical environment defined in the User Guide.

Notwithstanding the above, the right to use the Airbus CBT on the Buyer’s internal network installation is granted to the Buyer, subject to the Buyer strictly complying with the conditions of use and the confidentiality commitments set forth in this Airbus CBT License.

6.	CONDITIONS OF USE

6.1	Use of the Airbus CBT Software

For the student delivery mode, the Buyer will use the Airbus CBT Software for the exclusive purpose of

(i)

including students on the roster for one or several courses syllabi in order to follow students’ progression,

(ii)

rearranging course syllabi or creating new syllabi using available courseware modules, it being understood that the Seller disclaims any responsibility regarding any course(s) that may be modified or rearranged by the Buyer.

6.2	Use of the Airbus CBT Courseware

The Buyer will use the Airbus CBT Courseware for the exclusive purpose of training its personnel, or third party personnel contracted to perform work on the

Aircraft on behalf of the Buyer. Such training will be performed at the Buyer’s facility or at a subcontractor’s facility, provided it is conducted by the Buyer’s personnel.

7.	PROPRIETARY RIGHTS AND NONDISCLOSURE

The Airbus CBT Software and Airbus CBT Courseware, the copyrights and any and all other author rights, intellectual, commercial or industrial proprietary rights of whatever nature in the Airbus CBT Software and Airbus CBT Courseware are and will remain with the Seller, the Manufacturer or their suppliers, as the case may be. The Airbus CBT Software and Airbus CBT Courseware and their contents are designated as confidential. The Buyer will not take any commercial advantage by copy or presentation to third parties of the Airbus CBT Software, the documentation, the Airbus CBT Courseware, and/or any rearrangement, modification or copy thereof.


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The Buyer acknowledges the Manufacturer’s proprietary rights in the Airbus CBT System and undertakes not to disclose the Airbus CBT Software or Airbus CBT Courseware or parts thereof or their contents to any third party without the prior written consent of the Seller. Insofar as it is necessary to disclose aspects of the Airbus CBT Software and Airbus CBT Courseware to the Buyer’s personnel, such disclosure is permitted only for the purpose for which the Airbus CBT Software and Airbus CBT Courseware are supplied to the Buyer under the License.

8.	LIMITED WARRANTY

8.1

The Seller warrants that the Airbus CBT System is prepared in accordance with the state of the art at the date of its development. Should the Airbus CBT System be found to contain any nonconformity or defect, the Buyer will notify the Seller promptly thereof and the sole and exclusive liability of the Seller under this Clause 8.1 of the Airbus CBT License will be to promptly correct the same at its own expense.

8.2	EXCLUSIVITY OF LIABILITY

THE WARRANTIES, OBLIGATIONS AND LIABILITIES OF THE SELLER AND REMEDIES OF THE BUYER SET FORTH IN THIS LICENSE AND IN THE PATENT AND COPYRIGHT INDEMNITY SET FORTH IN CLAUSE 13 OF THE AGREEMENT ARE EXCLUSIVE AND IN SUBSTITUTION FOR, AND THE BUYER HEREBY WAIVES, RELEASES AND RENOUNCES, ALL OTHER WARRANTIES, OBLIGATIONS AND LIABILITIES OF THE SELLER AND RIGHTS, CLAIMS AND REMEDIES OF THE BUYER AGAINST THE SELLER, EXPRESS OR IMPLIED, ARISING BY LAW OR OTHERWISE WITH RESPECT TO ANY NONCONFORMITY OR DEFECT IN AIRBUS CBT SYSTEM DELIVERED UNDER THIS LICENSE INCLUDING BUT NOT LIMITED TO:

ANY WARRANTY AGAINST HIDDEN DEFECTS;

ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS;

ANY IMPLIED WARRANTY ARISING FROM COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGE OF TRADE;

ANY OBLIGATION, LIABILITY, RIGHT, CLAIM OR REMEDY, WHETHER CONTRACTUAL OR IN TORT AND WHETHER OR NOT ARISING FROM THE SELLER’S NEGLIGENCE, ACTUAL OR IMPUTED; AND

ANY OBLIGATION, LIABILITY, RIGHT, CLAIM OR REMEDY FOR LOSS OR DAMAGE TO ANY AIRCRAFT, COMPONENT, EQUIPMENT, ACCESSORY OR PART THEREOF.

THE SELLER WILL HAVE NO OBLIGATION OR LIABILITY, HOWSOEVER ARISING, FOR LOSS OF USE, REVENUE OR PROFIT OR FOR ANY OTHER DIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES WITH RESPECT TO ANY


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NONCONFORMITY OR DEFECT IN THE AIRBUS CBT SYSTEM DELIVERED UNDER THIS LICENSE.

FOR THE PURPOSES OF THIS CLAUSE 8.2, THE “SELLER” WILL INCLUDE THE SELLER AND ITS AFFILIATES.

17	SUPPLIER PRODUCT SUPPORT

17.1	Equipment Supplier Product Support Agreements

17.1.1

The Seller will at no charge to the Buyer transfer to the Buyer the Supplier Product Support Agreements (“SPSA”) transferable to the Buyer from Suppliers of Seller Furnished Equipment listed in the Specification. These agreements are based on the “World Airlines and Suppliers Guide” and include Supplier commitments contained in the Supplier Product Support Agreements, such commitments including:

(i)

Technical data and manuals required to operate, maintain, service and overhaul the Supplier items will (a) be prepared in accordance with the applicable provisions of ATA Specification 100 and 101, in accordance with Clause 14 of this Agreement, (b) include revision service, and (c) be published in the English language. (The Seller recommends that software data, supplied in the form of an appendix to the Component Maintenance Manual, be provided in compliance with ATA Specification 102 up to level 3 to protect Supplier’s proprietary interests.)

(ii)

Warranties and guarantees, including Suppliers’ standard warranties, and in the case of Suppliers of landing gear, service life policies for selected landing gear structures.

(iii)

Training to ensure efficient operation, maintenance and overhaul of the Suppliers’ items for the Buyer’s instructors, shop and line service personnel.

(iv)

Spares data in compliance with ATA Specification 200 or 2000, initial provisioning recommendations, spares and logistics service, including routine and emergency deliveries.

(v)

Technical service to assist the Buyer with maintenance, overhaul, repair, operation and inspection of Supplier items as well as required tooling and spares provisioning.

17.2	Supplier Compliance

The Seller will monitor Supplier compliance with support commitments defined in the SPSA and will take action to assist the Buyer to enforce its rights under the SPSA, provided the Buyer has first used commercially reasonable efforts to enforce its rights independently

17.3	Supplier Part Repair Stations

The Seller has developed with the Suppliers a comprehensive network of repair stations in the United States of America and Canada for those Supplier Parts


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originating from outside these countries. As a result, most Supplier Parts are repairable in the United States and Canada. The repair stations in the network are listed in the AOG and Repair Guide.

Supplier Parts that have to be sent for repair outside the United States of America and Canada will be sent back to the Buyer with proper tagging as required by the FAA.

17.3.2

The Seller will support the Buyer in cases where the agreed repair turn time of an approved repair station is not met by causing free-of-charge loans or exchanges as specified in the relevant Supplier Product Support Agreements to be offered to the Buyer.


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18 -

BUYER FURNISHED EQUIPMENT

18.1

Administration

18.1.1

Without additional charge and in accordance with the Specification, the Seller will cause the Manufacturer to provide for the installation of the Buyer Furnished Equipment (“BFE”), provided that the BFE is referred to in the Airbus BFE Catalog of Approved Suppliers by Products valid at the time the BFE is ordered.

The Seller will cause the Manufacturer to advise the Buyer of the dates by and location to which, in the planned release of engineering for the Aircraft, the Seller requires a written detailed engineering definition. This description will include the definition of the dimensions and weight of BFE, the information related to its certification and information necessary for the installation and operation thereof. The Buyer will furnish such detailed description and information by the dates specified. Thereafter, no information, dimensions or weights will be revised unless authorized by an SCN.

The Seller will also provide the Buyer in due time with a schedule of dates and shipping addresses for delivery of BFE and (when requested by the Seller) additional spare BFE in order to permit installation of the BFE in the Aircraft and delivery of the Aircraft in accordance with the delivery schedule. The Buyer will provide the BFE by such dates in a serviceable condition, to allow performance of any assembly, test, or acceptance process in accordance with the industrial schedule.

The Buyer will also provide, when requested by the Manufacturer, at Airbus France S.A.S. works and/or at Airbus Deutschland Gmbh works, as applicable and needed, adequate field service, including support from BFE suppliers to act in a technical advisory capacity to the Seller in the installation, calibration and possible repair of any BFE.

18.1.2

The BFE will be imported into France or into Germany by the Buyer under a suspensive customs system (“ Régime de l’entrepôt industriel pour fabrication coordonnée ” or “ Zollverschluss ”) without application of any French or German tax or customs duty, and will be Delivered Duty Unpaid (DDU) (as defined in Incoterms 2000:ICC Official Rules for the Interpretation of Trade Terms, published by the International Chamber of Commerce), to

AIRBUS FRANCE S.A.S.

316 Route de Bayonne

31300

Toulouse FRANCE

AIRBUS DEUTSCHLAND GMBH

Division Hamburger Flugzeugbau


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Kreetslag 10

21129 HAMBURG

FEDERAL REPUBLIC OF GERMANY

18.1.3

If the Buyer requests the Seller to supply directly certain items that are considered BFE according to the Specification, and if such request is notified to the Seller in due time in order not to affect the delivery date of the Aircraft, the Seller may agree to order such items subject to the execution of an SCN reflecting the effect on price, escalation adjustment, and any other conditions of the Agreement. In such case the Seller will be entitled to the payment of a reasonable handling charge and will bear no liability in respect of delay and product support commitments for such items.

18.2	Requirements

The Buyer is responsible for assuring and warranting, at its expense, that BFE will (i) be manufactured by a qualified supplier and in accordance with the provisions of Clause 18.1.1. above, (ii) meet the requirements of the applicable Specification, (iii) comply with applicable requirements incorporated by reference to the Type Certificate and listed in the Type Certificate Data Sheet, and (iv) be approved by the applicable Aviation Authority delivering the Export Certificate of Airworthiness and by the Buyer’s Aviation Authority for installation and use on the Aircraft at the time of Delivery of such Aircraft. The Seller will be entitled to refuse any item of BFE that it considers incompatible with the Specification, the engineering definition mentioned above in Clause 18.1.1 or the certification requirements.

18.3	Buyer’s Obligation and Sellers Remedies

18.3.1

Any delay or failure in

(i)

furnishing the BFE in serviceable condition at the requested delivery date,

(ii)

complying with the Clause 18.2 or in providing the descriptive information or service representatives required by Clause 18.1.1, or

(iii)

obtaining any required approval for such equipment under the Aviation Authorities’ regulations

may delay the performance of any act to be performed by the Seller, and cause the Final Contract Price of the Aircraft to be adjusted in accordance with the updated delivery schedule, including, in particular, the costs the Seller incurs that are attributable to the delay or failure described above, such as storage, taxes, insurance and costs of out of sequence installation.

18.3.2

In addition to the consequences outlined in Clause 18.3.1, in the event of a delay or failure described in Clause 18.3.1,


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(i)

the Seller may select, purchase and install equipment similar to the BFE at issue, in which event the Final Contract Price of the affected Aircraft will also be increased by the purchase price of such equipment, plus reasonable costs and expenses incurred by the Seller fo handling charge transportation, insurance, packaging and, if required and not already provided for in the price of the Aircraft, for adjustment and calibration; or

(ii)

if the BFE is delayed more than ***** days beyond, or unapproved within, ***** days of the date referenced in Clause 18.1.1, then the Seller may deliver or the Buyer may elect to have the Aircraft delivered without the installation of such BFE, notwithstanding the terms of Clause 7.2 insofar as it may otherwise have applied, whereon the Seller will be relieved of all obligations to install such equipment.

18.4	Title and Risk of Loss

Title to and risk of loss of BFE will at all times remain with the Buyer, except that risk of loss (limited to cost of replacement of said BFE and excluding in particular loss of use) will be with the Seller for as long as the BFE is in the care, custody and control of the Seller.

18.5	Disposition of BFE Following Termination

18.5.1

If a termination of this Agreement pursuant to the provisions of Clause 21 hereof occurs with respect to an Aircraft in which all or any part of the BFE has been installed prior to the date of such termination, the Seller will be entitled, but not required, to remove all items of BFE which can be removed without damage to the Aircraft and to undertake commercially reasonable efforts to facilitate the sale of such items of BFE to other customers, retaining and applying the proceeds of such sales to reduce Seller’s damages resulting from the termination.

18.5.2

The Buyer will cooperate with the Seller in facilitating the sale of BFE pursuant to Clause 18.5.1 above and will be responsible for all costs incurred by the Seller in removing and facilitating the sale of such BFE. The Buyer will reimburse the Seller for all such costs within five (5) Business Days of receiving documentation of such costs from the Seller.

18.5.3

The Seller will notify the Buyer as to those items of BFE not sold by the Seller pursuant to Clause 18.5.1 above and, at the Seller’s request, the Buyer will undertake to remove such items from the Seller’ facility within thirty (30) days of the date of such notice. The Buyer will have no claim against the Seller for damage or destruction of any item of BFE removed from the Aircraft and notremoved from Seller’s facility within such period.

18.5.4

The Buyer will have no claim against the Seller for damage to or destruction of any item of BFE damaged or destroyed in the process of being deinstalled from the Aircraft, provided that the Seller will use reasonable care in such deinstallation.

***** Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission.


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18.5.5

The Buyer at no cost to the Seller will grant title to the Seller for any BFE items that cannot be removed from the Aircraft without causing damage to the Aircraft or rendering any system in the Aircraft unusable.


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19 - INDEMNITIES AND INSURANCE

19.1	Seller’s Indemnities

(a) The Seller will, except in the case of gross negligence or willful misconduct of the Buyer, it’s directors, officers, agents, or employees, be solely liable for and will indemnify and will hold the Buyer, its Affiliates, and their respective shareholders, members, directors, officers, lenders, agents and employees and their insurers (the “Buyer Parties”) harmless against all losses, liabilities, claims, damages, costs and expenses, including court costs and reasonable attorneys’ fees (“ Losses ”), arising from claims for injuries to, or deaths of, the Seller’s, Manufacturer’s any Associated Contractor’s or their respective subcontractors, Affiliates and Suppliers or the directors, officers, agents or employees of any of the foregoing (the “Seller Parties”) , or loss or damage to property of any Seller Party. when such losses occur during or are incidental to (i) the Buyer’s exercise of its inspection rights under Clause 6, (ii)·the Technical Acceptance Process described in Clause 8, (iii) the provision of Field Assistance pursuant to Clause 15 or (iv) the provision of training pursuant to Clause 16.

(b) The Seller will, except in the case of gross negligence or willful misconduct of the Buyer, its directors, officers, agents, or employees, be solely liable for and will indemnify and will hold the Buyer Parties, and each of them harmless against all losses, liabilities, claims, damages, costs and expenses, including court costs and reasonable attorneys’ fees Losses, arising from claims for injuries to or deaths of third parties, or loss of property of third parties, occurring during, or incidental to (i) the Buyer’s exercise of its inspection rights pursuant to Clause 6 or (ii) the Technical Acceptance Process described in Clause 8.

19.2	Buyer’s Indemnities

The Buyer will, except in the case of gross negligence or willful misconduct of the Seller, its directors, officers, agents and employees, be solely liable for and will indemnify and will hold the Seller Parties and each of them harmless against all Losses arising from:

(a)

claims for injuries to or deaths of the Buyer’s directors, officers, agents or employees, or loss or damage to property of the Buyer or its employees or agents, when such losses occur during or are incidental to (i) the Buyer’s exercise of its inspection rights under Clause 6; (ii) the Technical Acceptance Process described in Clause 8, (iii) the provision of Field Assistance pursuant to Clause 15, or (iv) the provision of training pursuant to Clause 16; and

(b)

claims for injuries to or deaths of third parties, or loss of property of third parties, where such losses occur during or incidental to (i) the provision of Field Services under Clause 15 or (ii) arise out of the provision of training pursuant to Clause 16.


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19.3	Notice and Defense of Claims

(a)

If any claim is made or suit is brought against a party or entity entitled to indemnification under this Clause 19 (the “ Indemnitee ”) for damages for which liability has been assumed by the other party under this Clause 19, (the “ Indemnitor ”), the Indemnitee will promptly give notice to the Indemnitor and the Indemnitor (unless otherwise requested by the Indemnitee) will assume and conduct the defense, or settlement, of such suit, as the Indemnitor will deem prudent. Notwithstanding the foregoing, no settlement or compromise will be made without the prior written consent of any Indemnitee if such settlement or compromise would result in the imposition of an injunction or other equitable relief upon such Indemnitee, or if such Indemnitee is not unconditionally and irrevocably released from liabilities or obligations with respect to such suit or claim. Notice of the claim or suit will be accompanied by all information pertinent to the matter as is reasonably available to the Indemnitee and will be followed by such cooperation by the Indemnitee as the Indemnitor or its counsel may reasonably request at the expense of the Indemnitor. The Indemnitee may participate, at its own expense, with Indemnitor in the defense or appeal of any such claim or suit, with attorneys of its choosing; provided that the Indemnitor retains sole control and authority regarding any such defense, compromise, settlement, appeal, or similar action, subject to all other provisions of this Clause 19.3(a).

(b)

If the Indemnitor fails or refuses to assume the defense of any claim or lawsuit notified to it under this Clause 19, the Indemnitee will have the right to proceed with the defense or settlement of the claim or lawsuit as it deems prudent and will have a claim over against the Indemnitor for any judgments, settlements, costs or expenses, including reasonable attorneys’ fees. Further, in such event, the Indemnitor will be deemed to have waived any objection or defense to the Indemnitee’s claim based on the reasonableness of any settlement.

19.4

Insurance

19.4.1

For all training periods on aircraft, the Buyer will cause the Seller, as defined in Clause 19.3 hereof, its Affiliates, and its Suppliers, and their respective insurers to be named as additional insureds under the Buyer’s Comprehensive Aviation Legal Liability insurance policies, including War Risks and Allied Perils, to the extent of the Buyer’s undertaking set forth in Clause 19.2. With respect to the Buyer’s Hull All Risks and Hull War Risks insurances and Allied Perils, the Buyer will cause the insurers of the Buyer’s hull insurance policies to waive all rights of subrogation against the Seller, as defined in Clause 19.3 hereof, its Affiliates, it Suppliers, and their insurers, to the extent of the Buyer’s undertaking set forth in Clause 19.2.

Any applicable deductible will be borne by the Buyer. With respect to the above policies, the Buyer will furnish to the Seller, not less than five (5) Working Days


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prior to the start of any such training period, certificates of insurance, in English, evidencing the limit of liability cover and period of insurance in a form reasonably acceptable to the Seller from the Buyer’s insurance broker(s) certifying that such policies have been endorsed as follows:

(i)

under the Comprehensive Aviation Legal Liability Insurances, the Buyer’s policies are primary and non-contributory to any insurance maintained by the Seller.

(ii)

Such insurance, can only be cancelled or materially altered by the giving of not less than ***** days (but ***** days or such lesser period as may be customarily available in respect of War Risks and Allied Perils) prior written notice thereof to the Seller; and

(iii)

Under any such cover, all rights of subrogation against the Seller, its Affiliates, its Suppliers and their respective insurers, have been waived to the extent of the Buyer’s undertaking and specially referring to Clause 19.2 and to this Clause 19.4.

For the purposes of this Clause 19, “the Seller and its Affiliates” includes but is not limited to the Seller, its Affiliates, ANACS, Hua-Ou Airbus – CASC Aviation Training Center, the Associated Contractors, Airbus S.A.S. and its shareholders, each of the associated subcontractors, the assignees of each of the foregoing, and their respective directors, agents and employees.

19.4.2

At the request of the Buyer, the Seller will furnish to the Buyer, certificates of insurance in English, evidencing the limits of liability cover and period of insurance covering the Seller’s undertaking in Clause 19.1, in a form reasonably acceptable to the Buyer from the Seller’s insurance broker(s) certifying that such policies have been endorsed as follows:

(i)

the Seller’s policies are primary and non-contributory to any insurance maintained by the Buyer.

(ii)

Such insurance can only be cancelled or materially altered by the giving of not less than ***** days prior written notice thereof to the Buyer.

***** Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission.


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20	- ASSIGNMENTS AND TRANSFERS

20.1	Assignments by Buyer

Except as hereinafter provided, the Buyer may not sell, assign or transfer its rights or obligations under this Agreement to any person without the prior written consent of the Seller.

20.2	Assignments on Sale, Merger or Consolidation

The Buyer will be entitled to assign its rights under this Agreement at any time due to a merger, consolidation or a sale of all or substantially all of its assets, provided the Buyer first obtains the written consent of the Seller. The Seller will provide its consent if

(i)

the surviving or acquiring entity is organized and existing under the laws of the United States;

(ii)

the surviving or acquiring entity has executed an assumption agreement, in form and substance reasonably acceptable to the Seller, agreeing to assume all of the Buyer’s Obligations under this Agreement;

(iii)

at the time, and immediately following the consummation, of the merger, consolidation or sale, no event of default exists or will have occurred and be continuing;

(iv)

there exists with respect to the surviving or acquiring entity no basis for a Termination Event within the meaning of Clause 21 of this Agreement;

(v)

the surviving or acquiring entity holds an Operating Certificate issued by the [FAA or relevant Aviation Authority] at the time, and immediately following the consummation, of such sale, merger or consolidation; and

(vi)

following the sale, merger or consolidation, in a financial condition at least equal to that of the Buyer at time of execution of the Agreement.

20.3	Designations by Seller

The Seller may at any time by notice to the Buyer designate facilities or personnel of the Manufacturer, ANACS, any of the Associated Contractors or any Affiliate of the Manufacturer or any Affiliate of an Associated Contractor at which or by whom the services to be performed under this Agreement will be performed. The Seller may also designate the Manufacturer or any Affiliate of an Associated Contractor as the party responsible on behalf of the Seller for providing to the Buyer all or any of the Agreement. Notwithstanding such designation, the Seller will remain ultimately responsible for fulfillment of all obligations undertaken by the Seller in this Agreement.


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20.4	Transfer of Rights and Obligations upon Reorganization

If at any time before the date upon which all the obligations and liabilities of the Seller under this Agreement have been discharged, the legal structure, the membership or the business of the Seller is reorganized or the legal form of the Seller is changed and as a consequence thereof the rights and obligations of the Seller must be transferred to another entity within the restructured Airbus group (or the Seller in its new legal form) (“ Newco ”) as, the Seller will promptly notify the Buyer of such transfer, and must be transferred to.

In such event, the Seller may request the Buyer to enter into a novation agreement and/or other agreement having the same effect whereby the Seller’s rights and obligations under this Agreement are novated or transferred in favor of Newco. Upon receipt of such request, the Buyer will enter into a novation agreement and/or other appropriate agreement, provided that the Buyer’s rights and obligations under this Agreement are not materially adversely affected by such novation and/or other agreement.

Until any such novation agreement/other appropriate documentation has come into effect, this Agreement will remain in full force and effect, and each party will act diligently and in good faith to implement the novation agreement and/or other appropriate documentation as soon as practicable after Newco has come into existence.


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21	TERMINATION

21.1	Termination Events

Each of the following ( “Termination Event” ) will constitute an occurrence entitling the Seller to cancel all or part of this Agreement, based on a breach by the Buyer:

(1)

The Buyer or any of its Affiliates will commence in any jurisdiction any case, proceeding or other action with respect to the Buyer or any of its Affiliates or their respective properties relating to bankruptcy, insolvency, reorganization, winding-up, liquidation, dissolution or other relief from, or with respect to, or readjustment of, its debts or obligations.

(2)

An action is commenced in any jurisdiction seeking the appointment of a receiver, trustee, custodian or other similar official for the Buyer or any of its Affiliates or for all or any substantial part of their respective assets, and such action remains unstayed, undismissed or undischarged for sixty (60) days, or the Buyer or any of its Affiliates makes a general assignment for the benefit of its creditors.

(3)

An action is commenced in any jurisdiction against the Buyer or any of its Affiliates seeking issuance of a warrant of attachment, execution, distraint or similar process against all or any substantial part of their respective assets, and such action remains unstayed, undismissed or undischarged for sixty (60) days.

(4)

The Buyer or any of its Affiliates becomes the object, in any jurisdiction, of a case, proceeding or action similar or analogous to any of the events mentioned in Sub-clause 21.1.1(1), (2) or (3).

(5)

The Buyer or any of its Affiliates does not, or is unable to, or admits in writing its inability to, pay its debts as they become due.

(6)

The Buyer commences negotiations with significant creditors, existing or potential, with the intention of restructuring all or substantially all of either’s outstanding obligations or in preparation for a bankruptcy filing under the U.S. Bankruptcy Code

(7)

The Buyer or any of its Affiliates fails to make (i) any payment required to be made under this Agreement or any other material agreement between the Buyer or any of its Affiliates and the Seller or any of its Affiliates when such payment is due, (ii) any Predelivery Payment required to be made under this Agreement when such payment is due, or (iii) payment of all or part of the Final Contract Price of any Aircraft required to be made under this Agreement

(8)

The Buyer repudiates, cancels or terminates this Agreement in whole or in part.

(9)

The Buyer defaults in its obligation to take delivery of an Aircraft as provided in this Agreement.


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(10)

The Buyer or any of its Affiliates defaults in the observance or performance of any other covenant, undertaking or obligation contained in this Agreement or any other material agreement between the Buyer or its Affiliates, on the one hand, and the Seller or its Affiliates on the other hand, provided that, if such breach or default is capable of being cured, such breach or default is not cured within any specified cure period, or if no cure period is specified, within ten (10) days of such breach or default.

(11)

Any other event that the parties will have agreed in writing constitutes a Termination Event hereunder.

21.1.2

If a Termination Event occurs, the Buyer will be in material breach of this Agreement, and the Seller will have the right to resort to any remedy under applicable law, and may, without limitation, by written notice to the Buyer, immediately:

(1)

Elect to: (i) suspend its performance under this Agreement with respect to any or all Aircraft and/or (ii) reschedule the Schedule Delivery Month of any or all Aircraft remaining to be delivered under this Agreement, (iii) reschedule the date for performance under this Agreement with respect to any or all equipment, Aircraft services, data and other items, and/or (iv) cancel or terminate this Agreement (a “Termination”) with respect to any or all Aircraft, and/or equipment, services, data and/or other items related thereto;

(2)

In addition, claim and receive payment from the Buyer of a sum equal to Seller’s actual damages resulting from Seller’s exercise of the remedies set forth in the foregoing 21.1.2 (1) (i), (ii) or (iii) and, in the case of a Termination under the foregoing 21.1.2(iv) only, the Seller shall not be entitled to claim actual damages, but shall be entitled to receive payment from the Buyer, as liquidated damages and not as a penalty, an amount equal to, for each Affected Aircraft (as defined below), the sum of (A) the greater of (a) all Predelivery Payments previously received by the Seller from the Buyer under this Agreement with respect to such Aircraft and (b) the amount set forth as follows:

if the Applicable Date (as defined below) occurs before the first day of the 36 ^th month prior to the Scheduled Delivery Month of such Aircraft: one percent (1%) of the Escalated Price per such Aircraft,

if the Applicable Date occurs on or after the first day of the 36 ^th month but before the first day of the 30 ^th month prior to the Scheduled Delivery Month of such Aircraft: four percent (4%) of the Escalated Price per such Aircraft,

if the Applicable Date occurs on or after the first day of the 30 ^th month but before the first day of the 24 ^th month prior to the Scheduled Delivery Month of such aircraft: 10 percent (10%) of the Escalated Price per such Aircraft,

if the Applicable Date occurs on or after the first day of the 24 ^th month but before the first day of the 18 ^th month prior to the Scheduled Delivery Month of such Aircraft: fifteen percent (15%) of the Base Price per such Aircraft, such Escalated Price per such Aircraft,

if the Applicable Date occurs on or after the first day of the 18 ^th month but before the first day of the 12 ^th month prior to the Scheduled Delivery Month of such Aircraft: twenty percent (20%) of the Escalated Price per such Aircraft,

if the Applicable Date occurs on or after the first day of the 12th month but before the first day of the 9th month prior to the Scheduled Delivery Month of such Aircraft: twenty-five percent (25%) of the Escalated Price per such Aircraft, and

if the Applicable Date occurs on or after the first day of the 9th month but before and including the Delivery Date of such Aircraft: thirty-five percent (35%) of the Escalated Price per such Aircraft, and

(B)

is interest on the foregoing amounts at the rate of 1.5% per month from the relevant Applicable Date to the date of actual payment of such amount.


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21.1.3

Actual or liquidated damages shall be payable by Buyer promptly, and in any event within ten (10) days of the date of written notice and demand therefor from Seller, such demand to set forth in reasonable detail the calculation of such actual or liquidated damages and shall identify the Termination Event upon which the Seller is relying. The parties agree that the remedy of liquidated damages is not to be denied to the Seller due to the inability of Seller to deliver a notice and demand for payment thereof due to the operation of law following a bankruptcy or other Termination Event under Sub-clause 21.1(1) – (4). The parties further agree that in circumstances where a Termination Event has occurred and the Seller does not cancel this Agreement as to any or all Aircraft, but instead seeks to recover its actual damages resulting therefrom, the amount of actual damages payable by the Buyer shall not exceed the amount of liquidated damages that could have been claimed by Seller pursuant to Clause 21.2 (2) had the Seller elected to claim, as a result of such Termination Event, liquidated damages pursuant to Clause 21.2(2).

21.1.4

The parties to this Agreement are commercially sophisticated parties represented by competent counsel. The parties expressly agree and declare that damages for material breach of this Agreement by the Buyer resulting in a Termination of this Agreement as to any or all Aircraft have been liquidated at amounts which are reasonable in light of the anticipated or actual harm caused by the Buyer’s breach, the difficulties of proof of loss and the nonfeasibility of otherwise obtaining an adequate remedy. It is understood and agreed by the parties that the amount of liquidated damages set forth herein is the total amount of monetary damages, no more and no less, to which the Seller will be entitled for and with respect to any Aircraft as recovery for material breach of this Agreement by Buyer resulting in a Termination by the Seller of this Agreement as to such Aircraft.

21.1.5

The terms “ Affected Aircraft ” , “ Applicable Date and “ Escalated Price ” are defined as follows:

(i)

“ Affected Aircraft ” – (a) any or all Aircraft with respect to which the Seller has cancelled or terminated this Agreement pursuant to Sub-clause 21.1.2(1)(iv).

(ii)

“ Applicable Date ” – for any Affected Aircraft the date of the Termination Event which the Seller specifies in its notice and demand for payment of liquidated damages delivered under Sub-Clause 21.1(3).

(iii)

“ Escalated Price ” –·the sum of (i) the Base Price of the Airframe (set forth in Clause 3.1.1 hereof), (ii) the Base Price of SCNs and MSCNs entered into after the date of this Agreement, and (iii) the reference Price of the Propulsion systems, all as escalated to the Applicable Date in accordance with the provisions of Clause 4 of this Agreement.

21.1.6

Promptly upon obtaining knowledge of the occurrence of a Termination Event by the Buyer, the Buyer will notify the Seller of such occurrence in writing, provided, that


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any failure by the Buyer to notify the Seller will not prejudice the Seller’s rights or remedies hereunder.

21.2

If at any time prior to Scheduled Delivery Date of an Aircraft, the Seller has reasonable grounds for insecurity as to the ability of the Buyer to perform its obligation to take Delivery of such Aircraft, then the Seller will send the Buyer a written demand for adequate assurance of performance. If adequate assurance acceptable to the Seller is not received within thirty days following the date of such written demand, then the Seller will have the right to either (a) exercise the remedies provided under Section 2-609 of the Uniform Commercial Code or (b) exercise any of its remedies under Clause 21.2 of this Agreement.

21.3

*****

***** Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission.


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22-	MISCELLANEOUS PROVISIONS

22.1	Data Retrieval

On the Seller’s reasonable request, the Buyer will provide the Seller with all the necessary data, as customarily compiled by the Buyer and pertaining to the operation of the Aircraft, to assist the Seller in making an efficient and coordinated survey of all reliability, maintenance, operational and cost data with a view to improving the safety, availability and operational costs of the Aircraft.

22.2

Notices

All notices and requests required or authorized hereunder will be given in writing either by personal delivery to a responsible officer of the party to whom the same is given or by commercial courier, certified air mail (return receipt requested) or facsimile at the addresses and numbers set forth below. The date on which any such notice or request is so personally delivered, or if such notice or request is given by commercial courier, certified air mail or facsimile, the date on which sent, will be deemed to be the effective date of such notice or request.

The Seller will be addressed at:

2, rond-point Maurice Bellonte

31700 BLAGNAC FRANCE

Attention: Director – Contracts

Telephone: 33 05 61 30 40 12

Telecopy: 33 05 61 30 40 11

The Buyer will be addressed at:

Spirit Airlines, Inc.

2800 Executive Way

Miramar, FL 33025

Attention: Legal Department /General Counsel

Telephone: 954-447-7914

Fax: 954-447-7854

From time to time, the party receiving the notice or request may designate another address or another person.

22.3

Waiver

The failure of either party to enforce at any time any of the provisions of this Agreement, to exercise any right herein provided or to require at any time


Spirit Airlines - A320 FAMILY – PA			90

performance by the other party of any of the provisions hereof will in no way be construed to be a present or future waiver of such provisions nor in any way to affect the validity of this Agreement or any part hereof or the right of the other party thereafter to enforce each and every such provision. The express waiver by either party of any provision, condition or requirement of this Agreement will not constitute a waiver of any future obligation to comply with such provision, condition or requirement.

22.4	INTERPRETATION AND LAW

THIS AGREEMENT WILL BE GOVERNED BY AND CONSTRUED AND THE PERFORMANCE THERE OF WILL BE DETERMINED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO ITS CONFLICTS OF LAWS PROVISIONS THAT WOULD RESULT IN THE APPLICATION OF THE LAW OF ANY OTHER JURISDICTION.

Each of the Seller and the Buyer (i) hereby irrevocably submits itself to the nonexclusive jurisdiction of the courts of the state of New York, New York County, or the United States District Court for the Southern District of New York, for the purposes of any suit, action or other proceeding arising out of this Agreement, the subject matter hereof or any of the transactions contemplated hereby brought by any party or parties hereto, and (ii)hereby waives, and agrees not to assert, by way of motion, as a defense or otherwise, in any such suit, action or proceeding, to the extent permitted by applicable law, any defense based on sovereign or other immunity or that the suit, action, or proceeding which is referred to in clause (i) above is brought in an inconvenient forum, that the venue of such suit, action or proceeding is improper, or that this Agreement or the subject matter hereof or any of the transactions contemplated hereby may not be enforced in or by these courts.

THE PARTIES HEREBY ALSO AGREE THAT THE UNITED NATIONS CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS WILL NOT APPLY TO THIS TRANSACTION.

22.4.1

The Buyer for itself and its successors and assigns hereby designates and appoints the Secretary of the Buyer duly elected from time to time as its legal agent and attorney-in-fact upon whom all processes against the Buyer in any suit, action or proceeding in respect of any matter as to which it has submitted to jurisdiction under Clause 22.4 may be served with the same effect as if the Buyer were a corporation organized under the laws of the State of New York and had lawfully been served with such process in such state, it being understood that such designation and appointments will become effective without further action on the part of the Buyer or its Corporate Secretary.

22.4.2

The assumption in Clause 22.4.1 above made for the purpose of effecting the service of process will not affect any assertion of diversity by either party hereto


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initiating a proceeding in the New York Federal Courts or seeking transfer to the New York Federal Courts on the basis of diversity.

22.4.3

Service of process in any suit, action or proceeding in respect of any matter as to which the Seller or the Buyer has submitted to jurisdiction under Clause 22.4 may be made on the Seller by delivery of the same personally or by dispatching the same via Federal Express, UPS, or similar international air courier service prepaid to, CT Corporation, New York City offices as agent for the Seller, it being agreed that service upon CT Corporation will constitute valid service upon the Seller or by any other method authorized by the laws of the State of New York, and (ii) may be made on the Buyer by delivery of the same personally or by dispatching the same by Federal Express, UPS, or similar international air courier service prepaid, return receipt requested to: Corporate Secretary, Spirit Airlines, Inc. at 2800 Executive Way, Miramar, FL 33025, or by any other method authorized by the laws of the State of New York; provided in each case that failure to deliver or mail such copy will not affect the validity or effectiveness of the service of process.

22.5	Waiver of Jury Trial

EACH OF THE PARTIES HERETO WAIVES ITS RIGHT TO TRIAL BY JURY IN ANY LITIGATION ARISING OUT OF OR RELATING TO THIS AGREEMENT AND FOR ANY COUNTERCLAIM OR CROSS-CLAIM THEREIN.

22.6	No Representations outside of this Agreement.

The parties declare that, prior to the execution of this Agreement, they, with the advice of their respective counsel, apprised themselves of sufficient relevant data in order that they might intelligently exercise their own judgments in deciding whether to execute this Agreement and in deciding on the contents of this Agreement. Each party further declares that its decision to execute this Agreement is not predicated on or influenced by any declarations or representations by any other person, party, or any predecessors in interest, successors, assigns, officers, directors, employees, agents or attorneys of any said person or party, except as set forth in this Agreement. This Agreement resulted from negotiation involving counsel for all of the parties hereto, and no term herein will be construed or interpreted against any party under the contra proferentum or any related doctrine.

22.7	Confidentiality

Subject to any legal or governmental requirements of disclosure, the parties (which for this purpose will include their employees, agents and advisors) will maintain the terms and conditions of this Agreement and any reports or other data furnished hereunder strictly confidential, except as required by applicable law or pursuant to legal process. Without limiting the generality of the foregoing, the Buyer will use its best efforts to limit the disclosure of the contents of this Agreement to the extent legally permissible in any filing required to be made by


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the Buyer with any governmental agency and will make such applications as will be necessary to implement the foregoing. With respect to any public disclosure or filing, the Buyer agrees to submit to the Seller a copy of the proposed document to be filed or disclosed and, to the extent legally permissible, to give the Seller a reasonable period of time in which to review said document. The Buyer and the Seller will agree to any public disclosure or filing prior to the making of any such public disclosure or filing, permitted hereunder, of this Agreement or the terms and conditions thereof. Each party will be responsible for any and all respective expenses incurred to maintain the confidentiality of this Agreement.

Notwithstanding anything herein to the contrary, any party to this Agreement (and any employee, representative, or other agent of any party to this Agreement) may disclose to any and all persons, without limitation of any kind, the tax treatment and tax structure of the transactions contemplated by this Agreement and all materials of any kind (including opinions or other tax analyses) that are provided to it relating to such tax treatment and tax structure, provided, however, that this sentence will not permit disclosure of any information to the extent not related to the tax aspects of the transaction. The parties to this Agreement acknowledge that they have no knowledge or reason to know that such disclosure is otherwise limited. The provisions of this Clause 22.7 will survive any termination of this Agreement.

22.8	Severability

If any provision of this Agreement should for any reason be held to be without effect, the remainder of this Agreement will remain in full force and effect. To the extent permitted by applicable law, each party hereto hereby waives any provision of law which renders any provision of this Agreement prohibited or unenforceable in any respect.

22.9	Alterations to Contract

This Agreement, including its Exhibits and Appendixes, contains the entire agreement between the parties with respect to the subject matter hereof and thereof and supersedes any previous understanding, commitments or representations whatsoever, whether oral or written. This Agreement will not be varied except by an instrument in writing of even date herewith or subsequent hereto executed by both parties or by their fully authorized representatives.

22.10

Inconsistencies

In the event of any inconsistency between the terms of this Agreement and the terms contained in either (i) the Specification annexed in Exhibits A-1 and A-2 hereto, or (ii) any other Exhibit hereto, in each such case the terms of Clauses 0 through 23 of this Agreement will prevail over the terms of the Specification or any other Exhibit hereto.


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22.11

Language

All correspondence, documents and any other written matters in connection with this Agreement will be in English.

22.12

Headings

All headings in this Agreement are for convenience of reference only and do not constitute a part of this Agreement

22.13

Counterparts

This Agreement may be executed by the parties hereto in separate counterparts, each of which when so executed and delivered will be an original, but all such counterparts will together constitute but one and the same instrument.


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23.	CERTAIN REPRESENTATIONS OF THE PARTIES

23.1	Buyer’s Representations

The Buyer represents and warrants to the Seller:

(i)

the Buyer is a corporation organized and existing in good standing under the laws of the State of Delaware and has the corporate power and authority to enter into and perform its obligations under this Agreement;

(ii)

neither the execution and delivery by the Buyer of this Agreement, nor the consummation of any of the transactions by the Buyer contemplated thereby, nor the performance by the Buyer of the obligations thereunder, constitutes a breach of any agreement to which the Buyer is a party or by which its assets are bound;

(iii)

this Agreement has been duly authorized, executed and delivered by the Buyer and constitutes the legal, valid and binding obligation of the Buyer enforceable against the Buyer in accordance with its terms.

23.2	Seller’s Representations

The Seller represents and warrants to the Buyer:

(i)

the Seller is a société à responsabilité limitée organized and existing in good standing under the laws of the Republic of France and has the corporate power and authority to enter into and perform its obligations under the Agreement;

(ii)

neither the execution and delivery by the Seller of this Agreement, nor the consummation of any of the transactions by the Seller contemplated thereby, nor the performance by the Seller of the obligations thereunder, constitutes a breach of any agreement to which the Seller is a party or by which its assets are bound;

(iii)

this Agreement has been duly authorized, executed and delivered by the Seller and constitutes the legal, valid and binding obligation of the Seller enforceable against the Seller in accordance with its terms.


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IN WITNESS WHEREOF, these presents were entered into as of the day and year first above written.


AVSA, S.A.R.L.

By:		/s/ illegible

Title:

SPIRIT AIRLINES, INC.

By:		/s/ illegible

Title:


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EXHIBIT A-1

A319 Standard Specification

The A319 Standard Specification is contained in a separate folder.

EXHIBIT A-2

A320 Standard Specification

The A320 Standard Specification is contained in a separate folder.

EXHIBIT A-3

A321 Standard Specification

The A321 Standard Specification is contained in a separate folder.

EXHIBIT A-4

*****

EXHIBIT B-1


BUYER APPROVAL		SELLER APPROVAL

By:		By:

Title:	(Authorized Finance Department Officer)	Date:

By:

Title:	(Authorized maintenance or flight operations officer)

Date:


Spirit Airlines – A320 Family			Page 1 of 2

EXHIBIT B-1

AVSA

SPECIFICATION CHANGE NOTICE

(SCN)

SCN No.

Issue

Dated

Page No.

SCOPE OF CHANGE (FOR INFORMATION ONLY)


Spirit Airlines – A320 Family			Page 2 of 2


		EXHIBIT B-2
	Airline
MANUFACTURER’S SPECIFICATION	MSCN Number
CHANGE NOTICE	Issue
	Dated
(MSCN)	Page	1 of 3

Title:

Description

Effect on weight

Remarks / References

Specification changed by this MSCN

Price per aircraft

US DOLLARS :

AT DELIVERY CONDITIONS :.

This change will be effective on

Provided MSCN is not rejected by

AIRCRAFT N°

and subsequent.


Buyer Approval						Seller Approval

By:						By:

Date:						Date:


		EXHIBIT B-2
	Airline
MANUFACTURER’S SPECIFICATION	MSCN Number
CHANGE NOTICE	Issue
	Dated
(MSCN)	Page	2 of 3

Specification repercussion:

After contractual agreement with respect to weight, performance, delivery, etc, the indicated part of the specification wording will read as follows:


		EXHIBIT B-2
	Airline
MANUFACTURER’S SPECIFICATION	MSCN Number
CHANGE NOTICE	Issue
	Dated
(MSCN)	Page	3 of 3

Scope of change (FOR INFORMATION ONLY)

EXHIBIT C

SELLER SERVICE LIFE POLICY

1.	The Items of primary and auxiliary structure including but not limited to the list below are covered by the Service Life Policy described in Clause 12.2 of the Agreement.

2.	WINGS - CENTER AND OUTER WING BOX

*****

Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission.


Spirit Airlines – A320 Family		Exh. C-1

EXHIBIT C

*****

FUSELAGE

*****

4.	STABILIZERS

*****

Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission.


Spirit Airlines – A320 Family		Exh. C-2

EXHIBIT C

*****

Bearing and roller assemblies, bearing surfaces, bushings, fittings other than those listed above, access and inspection doors, including manhole doors, latching mechanisms, all system components, commercial interior parts, insulation and related installation and connecting devices are excluded from this Seller Service Life Policy.

*****

Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission.


Spirit Airlines – A320 Family		Exh. C-3

EXHIBIT D

CERTIFICATE OF ACCEPTANCE

for A319 Aircraft

In accordance with the terms of that certain A320 Family Purchase Agreement dated as of , between Spirit Airlines, Inc., (“Spirit”) and AVSA, S.A.R.L. (“AVSA”) (the “Purchase Agreement”), the Technical Acceptance Process (as such term is defined in the Agreement) relating to the Airbus A319 aircraft, Manufacturer’s Serial Number: , U.S. Registration Number: with two (2) [Manufacturer] series Propulsion Systems [Engines] installed thereon, serial nos. (position #1) and (position #2) (the “A319 Aircraft”), has taken place at on the day of , .

In view of said tests having been carried out with satisfactory results, hereby approves the A319 Aircraft as being in conformity with the provisions of the Purchase Agreement.

Said acceptance does not impair the rights of under the warranties relating to the A319 Aircraft set forth in the Purchase Agreement.

specifically recognizes that it has waived any right it may have at law or otherwise to revoke this acceptance of the A319 Aircraft.

RECEIPT AND ACCEPTANCE OF THE ABOVE-

DESCRIBED A319 AIRCRAFT ACKNOWLEDGED



By:



Title:



Date:



Location:


Spirit Airlines – A320 Family		Exh. D-1

EXHIBIT D

CERTIFICATE OF ACCEPTANCE

for A320 Aircraft

In accordance with the terms of that certain A320 Family Purchase Agreement dated as of , between Spirit Airlines, Inc., (“Spirit”) and AVSA, S.A.R.L. (“AVSA”) (the “Purchase Agreement”), the Technical Acceptance Process (as such term is defined in the Agreement) relating to the Airbus A320 aircraft, Manufacturer’s Serial Number: , U.S. Registration Number: with (2) [Manufacturer] series Propulsion Systems [Engines] installed thereon, serial nos. (position #1) and (position #2) (the “A320 Aircraft”), has taken place at on the day of , .

In view of said tests having been carried out with satisfactory results, Spirit hereby approves the A320 Aircraft as being in conformity with the provisions of the Purchase Agreement.

Said acceptance does not impair the rights of Spirit under the warranties relating to the A320 Aircraft set forth in the Purchase Agreement.

specifically recognizes that it has waived any right it may have at law or otherwise to revoke this acceptance of the A320 Aircraft.

RECEIPT AND ACCEPTANCE OF THE ABOVE-

DESCRIBED A320 AIRCRAFT ACKNOWLEDGED



By:



Title:



Date:



Location:


Spirit Airlines – A320 Family		Exh. D-1

EXHIBIT D

CERTIFICATE OF ACCEPTANCE

for A321 Aircraft

In accordance with the terms of that certain A320 Family Purchase Agreement dated as of , between Spirit Airlines, Inc., (“Spirit”) and AVSA, S.A.R.L. (“AVSA”) (the “Purchase Agreement”), the Technical Acceptance Process (as such term is defined in the Agreement) relating to the Airbus A321 aircraft, Manufacturer’s Serial Number: , U.S. Registration Number: with two (2) [Manufacturer] series Propulsion Systems [Engines] installed thereon, serial nos. (position #1) and (position #2) (the “A321 Aircraft”), has taken place at on the day of , .

In view of said tests having been carried out with satisfactory results, Spirit hereby approves the A321 Aircraft as being in conformity with the provisions of the Purchase Agreement.

Said acceptance does not impair the rights of Spirit under the warranties relating to the A321 Aircraft set forth in the Purchase Agreement.

specifically recognizes that it has waived any right it may have at law or otherwise to revoke this acceptance of the A321 Aircraft.


RECEIPT AND ACCEPTANCE OF THE ABOVE- DESCRIBED A321 AIRCRAFT ACKNOWLEDGED



By:



Title:



Date:



Location:


Spirit Airlines – A320 Family		Exh. D-1

EXHIBIT E

BILL OF SALE

for A319 Aircraft

Know all persons by these presents that AVSA, S.A.R.L. (“ AVSA ”), a société à responsabilité limitée organized and existing under the laws of the Republic of France, whose address is 2 rond-point Maurice Bellonte, 31700 Blagnac, FRANCE, is the owner of the title to the following airframe (the “ Airframe ”), the attached engines as specified (the “ Engines ”) [Propulsion System] and all appliances, components, parts, instruments, accessories, furnishings, modules and other equipment of any nature, excluding buyer furnished equipment, incorporated therein, installed thereon or attached thereto on the date hereof (the “ Parts ”):


MANUFACTURER OF AIRFRAME:		MANUFACTURER OF ENGINES:

AIRBUS S.A.S.		[ ]

MODEL: A319-100		MODEL: [ ]

MANUFACTURER’S		SERIAL NUMBERS:
SERIAL NUMBER: [ ]		LH : [ ]
		RH : [ ]

REGISTRATION NO: [ ]

The Airframe, Engines and Parts are hereafter together referred to as the aircraft (the “ A319 Aircraft ”).

AVSA does this day of sell, transfer and deliver all of its above described rights, title and interest to the A319 Aircraft to the following company forever, said A319 Aircraft to be the property thereof:

SPIRIT AIRLINES, INC. (the “Buyer”)

AVSA hereby warrants to the Buyer that it has on the date hereof good and lawful right to sell, deliver and transfer title to the A319 Aircraft to the Buyer and that there is hereby conveyed to the Buyer on the date hereof good, legal and valid title to the A319 Aircraft, free and clear of all liens, claims, charges, encumbrances and rights of others, and that it would forever warrant and defend such title against all claims and demands of whatever nature arising out of such liens, claims, charges, encumbrances and rights attached to this A319 Aircraft prior to Delivery.

IN WITNESS WHEREOF, the undersigned has caused this instrument to be executed by its duly authorized representative this day of [ ]


AVSA, S.A.R.L.



By:



Title:



Signature:


Spirit Airlines – A320 Family		Exh. E-1

EXHIBIT E

BILL OF SALE

for A320 Aircraft


MANUFACTURER OF AIRFRAME:		MANUFACTURER OF ENGINES:

AIRBUS S.A.S.		[ ]

MODEL: A320-200		MODEL: [ ]

MANUFACTURER’S		SERIAL NUMBERS:
SERIAL NUMBER: [ ]		LH : [ ]
		RH : [ ]

REGISTRATION NO: [ ]

The Airframe, Engines and Parts are hereafter together referred to as the aircraft (the “ A320 Aircraft ”).

AVSA does this day of sell, transfer and deliver all of its above described rights, title and interest to the A320 Aircraft to the following company forever, said A320 Aircraft to be the property thereof:

SPIRIT AIRLINES, INC. (the “Buyer”)

AVSA hereby warrants to the Buyer that it has on the date hereof good and lawful right to sell, deliver and transfer title to the A320 Aircraft to the Buyer and that there is hereby conveyed to the Buyer on the date hereof good, legal and valid title to the A320 Aircraft, free and clear of all liens, claims, charges, encumbrances and rights of others, and that it would forever warrant and defend such title against all claims and demands of whatever nature arising out of such liens, claims, charges, encumbrances and rights attached to this A320 Aircraft prior to Delivery.

IN WITNESS WHEREOF, the undersigned has caused this instrument to be executed by its duly authorized representative this day of [ ]


AVSA, S.A.R.L.



By:



Title:



Signature:


Spirit Airlines – A320 Family		Exh. E-1

EXHIBIT E

BILL OF SALE

for A321 Aircraft


MANUFACTURER OF AIRFRAME:		MANUFACTURER OF ENGINES:

AIRBUS S.A.S.		[ ]

MODEL: A321-200		MODEL: [ ]

MANUFACTURER’S		SERIAL NUMBERS:
SERIAL NUMBER: [ ]		LH : [ ]
		RH : [ ]

REGISTRATION NO: [ ]

The Airframe, Engines and Parts are hereafter together referred to as the aircraft (the “ A321 Aircraft ”).

AVSA does this day of sell, transfer and deliver all of its above described rights, title and interest to the A321 Aircraft to the following company forever, said A321 Aircraft to be the property thereof:

SPIRIT AIRLINES, INC. (the “Buyer”)

AVSA hereby warrants to the Buyer that it has on the date hereof good and lawful right to sell, deliver and transfer title to the A321 Aircraft to the Buyer and that there is hereby conveyed to the Buyer on the date hereof good, legal and valid title to the A321 Aircraft, free and clear of all liens, claims, charges, encumbrances and rights of others, and that it would forever warrant and defend such title against all claims and demands of whatever nature arising out of such liens, claims, charges, encumbrances and rights attached to this A321 Aircraft prior to Delivery.

IN WITNESS WHEREOF, the undersigned has caused this instrument to be executed by its duly authorized representative this day of [ ]


AVSA, S.A.R.L.



By:



Title:



Signature:


Spirit Airlines – A320 Family		Exh. E-1

EXHIBIT F

APPENDIX 1

LICENSE FOR USE OF SOFTWARE

1.	Definitions

*****

Grant

*****

3.	Personal License

*****

Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission.


Spirit Airlines – A320 Family		Exh. F, App.1-1

EXHIBIT F

APPENDIX 1

4.	Copies

*****

Term

*****

6.	Conditions of Use

*****

Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission.


Spirit Airlines – A320 Family		Exh. F, App.1-2

EXHIBIT F

APPENDIX 1

*****

7.	Training

*****

Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission.


Spirit Airlines – A320 Family		Exh. F, App.1-3

EXHIBIT F

APPENDIX 1

8.	Proprietary Rights

*****

9.	Copyright Indemnity

*****

10.

Confidentiality

*****

11.

Warranty

*****

Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission.


Spirit Airlines – A320 Family		Exh. F, App.1-4

EXHIBIT F

APPENDIX 1

*****

12.

Liability and Indemnity

*****

Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission.


Spirit Airlines – A320 Family		Exh. F, App.1-5

EXHIBIT F

APPENDIX 1

*****

13.

Excusable Delays

*****

14.

Termination

*****

Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission.


Spirit Airlines – A320 Family		Exh. F, App.1-6

EXHIBIT F

APPENDIX 1

15.

General Provisions

15.1.

This Software License or part thereof will not be assigned to a third party without the prior written consent of the other party except that the Licensor may assign this License to any of the Licensor’s Members or Affiliates.

15.2

This Software License will be governed by the laws of the State of New York, USA.

15.3

In the event that any provision of this Software License should for any reason be held ineffective or unenforceable, such provision shall be deemed deleted from this License and the remainder of this Software License shall remain in full force and effect. The invalid provision shall be replaced by such valid one as the parties would have chosen had they been aware of such invalidity.

15.4

All notices and requests required or authorized hereunder shall be given in writing either by registered mail (return receipt requested) or by telefax. In the case of any such notice or request being given by registered mail, the date upon which the answerback is recorded by the addressee or, in case of a telefax, the date upon which the answerback is recorded by the sender’s telefax machine, shall be deemed to be the effective date of such notice or request.


Spirit Airlines – A320 Family		Exh. F, App.1-7

EXHIBIT F

APPENDIX 2

LICENSE AGREEMENT

BETWEEN

AIRBUS NORTH AMERICA CUSTOMER SERVICES, INC

AND

SPIRIT AIRLINES, INC

FOR

AIRBUS ON-LINE SERVICES


Spirit Airlines – A320 Family		Exh. F, App.2-1

EXHIBIT F

APPENDIX 2

LICENSE AGREEMENT

This License Agreement (the “Agreement”) is made this day of May, 2004 by and between Airbus North America Customer Services, Inc., with a principal place of business at 198 Van Buren Street, Suite 300, Herndon, Virginia (“ANACS”) and Spirit Airlines, Inc., a Delaware corporation with its principal place of business at 2800 Executive Way, Miramar, Florida 33025 (“User”):

WHEREAS Airbus has developed and owns an original database containing technical and commercial documentation and information on aircraft manufactured by Airbus (as more fully defined below, the “Database”), via a set of services known as “Airbus On Line Services” (“AOLS”) and

WHEREAS Airbus has granted a license for use of AOLS to access the Database to its affiliate AVSA, S.A.R.L. (“AVSA”) and ANACS has obtained a license thereof from AVSA and

WHEREAS, ANACS’s license entitles ANACS to further sublicense use of AOLS to User under the terms and conditions set forth herein, and User wishes to obtain such sublicense in order to have access to the Database through AOLS in its operation of Airbus aircraft,

NOW THEREFORE, the parties, wishing to be mutually and legally bound, hereby agree as follows:

1.	DEFINITIONS

*****

Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission.


Spirit Airlines – A320 Family		Exh. F, App.2-2

EXHIBIT F

APPENDIX 2

*****

Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission.


Spirit Airlines – A320 Family		Exh. F, App.2-3

EXHIBIT F

APPENDIX 2

*****

2.	GRANT OF LICENSE

*****

3.	LIMITATION OF RIGHTS

*****

Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission.


Spirit Airlines – A320 Family		Exh. F, App.2-4

EXHIBIT F

APPENDIX 2

4.	TECHNICAL CHARACTERISTICS/ CONFIGURATION CHANGES

*****

5.	ADMINISTRATOR AND AUTHORIZED USERS

*****

6.	DATABASE AVAILABILITY

*****

Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission.


Spirit Airlines – A320 Family		Exh. F, App.2-5

EXHIBIT F

APPENDIX 2

*****

7.	ELECTRONIC LOGS

*****

8.	ELECTRONIC SIGNATURE

*****

9.	CERTIFICATES

*****

Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission.


Spirit Airlines – A320 Family		Exh. F, App.2-6

EXHIBIT F

APPENDIX 2

10.

PROTECTION OF INTELLECTUAL PROPERTY RIGHTS

*****

11.

INTELLECTUAL PROPERTY RIGHTS INDEMNITY

*****

12.

PRICE AND PAYMENT

*****

13.

WARRANTY

*****

Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission.


Spirit Airlines – A320 Family		Exh. F, App.2-7

EXHIBIT F

APPENDIX 2

*****

QUOTE

*****

Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission.


Spirit Airlines – A320 Family		Exh. F, App.2-8

EXHIBIT F

APPENDIX 2

*****

UNQUOTE

14.

NONDISCLOSURE

*****

15.

PERSONAL DATA PROTECTION

*****

16.

EXCUSABLE DELAYS

*****

Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission.


Spirit Airlines – A320 Family		Exh. F, App.2-9

EXHIBIT F

APPENDIX 2

*****

17.

TERMINATION

*****

18.

GENERAL PROVISIONS

*****

Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission.


Spirit Airlines – A320 Family		Exh. F, App.2-10

EXHIBIT F

APPENDIX 2

*****

Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission.


Spirit Airlines – A320 Family		Exh. F, App.2-11

EXHIBIT F

APPENDIX 2

Wherefore, the Parties have agreed and, have executed this License on the date first above written:


AIRBUS NORTH AMERICA CUSTOMER SERVICES, INC.

By:

SPIRIT AIRLINES, INC.

By:


Spirit Airlines – A320 Family		Exh. F, App.2-12

EXHIBIT F

APPENDIX 2

ATTACHMENT 1

A IRBUS N ORTH A MERICA C USTOMER S ERVICES (ANACS)

AOLS CATALOG


Spirit Airlines – A320 Family		Exh. F, App.2, Att. 1-1

EXHIBIT F

APPENDIX 2

ATTACHMENT 1

A. AIRBUS ON-LINE SERVICES - BASIC SERVICES

M AINTENANCE & E NGINEERING

Engineering Technical Data Service (ETDS)

The ETDS service shall provide access, via a document index, to the contents of:

•

Service Bulletins - issued since beginning of 1993 (SB’s after July 1997 in SGML; SB’s between 1993 and July 1997 in PDF)

•

Modification Information Document (MID)

•

All Operators Telex (AOT)

•

Flight Operations Telex (FOT)

•

Service Information Letter (SIL)

•

Consignes de Navigabilité (CN)

•

Airworthiness Directives (AD)

•

Technical follow-up (TFU)

•

Operators Information Telex (OIT)

Quarterly Service Report (QSR)

The QSR-WEB is the new electronic format of the Quarterly Service Report, featuring Web technology.

It contains, for all Airbus aircraft types:

•

The aircraft life history

•

The main monthly operational reliability characteristics for each operator (such as Aircraft in service, daily utilization, average flight duration, Dispatch and Operational Reliability)

•

Engine removal reliability data

•

ETOPS operations (if applicable)

Repair guide (ARGIAOG)

This service shall provide the Buyer with information about Suppliers’ authorized repair stations and the AOG stock locations.


Spirit Airlines – A320 Family		Exh. F, App.2, Att. 1-2

EXHIBIT F

APPENDIX 2

ATTACHMENT 1

Modification comparison list (ACCL)

The purpose of this service is to provide the Buyer with Modification Comparison Lists that are created for each and every aircraft delivered.

T RAINING

The training catalog is available.

M ATERIAL

Spares Ordering

This service is already available in an autonomous mode (http://spares.airbus.com). The integration in Airbus On-Line Services Basic services is in progress.

G ENERAL I NFORMATION

Customer Services Catalog

The Customer Services Catalog is available.

Warranty Claim (CAWA)

Four main functions are available:

Warranty claims booking

Consultation of the warranty claims status

Consultation of statistics on response time regarding closed/open files

Consultation of warranty guide

Note : Warranty Services are aimed at people who have authority to file warranty claims.

Vendor Information Manual (VIM)

The VIM/E gives contact for major equipment Suppliers, who have signed Customer Support agreements with the Seller, including their Regional Customer Support facilities and equipment by aircraft type.


Spirit Airlines – A320 Family		Exh. F, App.2, Att. 1-3

EXHIBIT F

APPENDIX 2

ATTACHMENT 1

Supplier Product Support Agreement (SPSA)

The SPSA is the collection of the Agreements that the Seller has reached with its major Suppliers; these Agreements are transferable to the Buyer. These Agreements are based on the Seller’s GCP/General Conditions of Purchase, Part II, 450, 650 and 2000.

B. AIRBUS ON-LINE SERVICES - OPTIONAL SERVICES

1.	Airbus Industrie Drawing Access (AIDA)

The AIDA service offers:

•

Mechanical Drawings for all Airbus aircraft types.

•

Data available: Drawing pictures (in raster format (TIFF/CCITTG4)) and Parts List / Parts Usage (in PDF).

•

Data access:

•

Access control: Information applicable to user fleet,

•

Direct access by drawing number, Parts List or Part Number,

•

Top down navigation by using the Part Lists,

•

Bottom up navigation by using the Part Usage,

•

Printing and downloading of any drawing,

•

Back up service: fax copy of the data.

2.	Flight Crew Operating Manual (FCOM) Service

FCOM service offers:

•

Delivery on CD-ROM’s of the 4 volumes of the FCOM, under a specific format (HTML format) allowing a smart consultation on portable PC’s of the manual.

•

Possible customization of the manual, using a tool delivered to the same CD-ROM and allowing the customer to create its own CD-ROM’s for its pilots or make accessible the customized FCOM through its internal network.

•

This service offered today through LPC (Less Paper Cockpit) is now accessible through Airbus On-Line Services.

•

Possibility for end-users to download onto their personal computer the latest TRs and OEBs released by Airbus. Immediately after the latter are downloaded, the consultation process on the personal computer takes the information contained in the FCOM CD-ROM as baseline and amends this information with the TRs’ and OEBs’ information.

•

Possibility for users to provide Airbus with feedback through an e-mail tool integrated within the application


Spirit Airlines – A320 Family		Exh. F, App.2, Att. 1-4

EXHIBIT F

APPENDIX 2

ATTACHMENT 1

AOLS TECHNICAL CHARACTERISTICS

1.	Workstation Specifications

•

Hardware requirements

•

PC Pentium 200 MHz with 128 MB RAM (256 MB recommended)

•

17 inches (20 inches recommended for Mechanical Drawings service) screen

•

Screen resolution 1 024X768 with 64K colors

•

1 GB hard drive

•

Modem 56Kbps V90 if using dial up or Ethernet board through WAN

•

Printer 300 dpi Laser A3/A4, Adobe compliant

•

Software requirements

•

Windows 95, 98, NT4

•

Netscape Navigator 4.51 or 4.7 US version Internet Explorer 5.01 SP1 or 5.5 SP1/SP2 US version

•

For MSIE the minimum requirement for the Java Virtual Machine (JVM) is 5.0 Release 5.0.0.3 167

•

Winzip 7.0

•

Browser PDF plug-in: Acrobat Reader 4.05 or higher

•

TIFF browser plug-in recommendations:

•

ViewDirector Prizm 2.3

Company: TMS Sequoia

http://www.tmssequoia.com

•

CSView 150

Company: CSU Software Solutions

http:Hwww.csu-software-solutions.com

2.	Network Specifications

ANACS will support the following TCP/IP networks for accessing AOLS:

•

SITA AeroNet

•

Internet

•

ISDN/PSTN

•

Direct lines (leased lines)

The User has the choice of the network (company, bandwidth) according to its needs and budget, but ANACS recommends the following minimum configurations in terms of bandwidth for accessing services such as Airbus Mechanical Drawings:


Spirit Airlines – A320 Family		Exh. F, App.2, Att. 1-5

EXHIBIT F

APPENDIX 2

ATTACHMENT 1

Services

Number of Users

1 to 10

11 to 25

26 to 50

FCOM

128 Kbps

256 Kbps

512 Kbps

ETDS

128 Kbps

256 Kbps

512 Kbps

Drawings

256 Kbps

512 Kbps

1 MKbps

Notes:

•

If you do not have the exact data rate as in the above table, choose the nearest proposed bandwidth which maximizes your data rate.

•

To access more than one service, add the number of users and maximize the data rate selecting higher service used (considering that Mechanical Drawings is the dimensioning service compare to ETDS and FCOM).

3.	Certificate Specification

Connection to AOLS requires a Certificate (standard X509) delivered via the User’s Administrator. This Certificate shall be embedded into the user browser and protected by an 8-digit password.

All procedures, rules and responsibilities associated with such Certificate are described in the Certificate Practice Statement (CPS).


Spirit Airlines – A320 Family		Exh. F, App.2, Att. 1-6

EXHIBIT F

APPENDIX 2

ATTACHMENT 2

With this form completed, the Company will be provided with a free of charge access to the following:

•

One (1) or two (2) Administrator certificates and a reasonable quantity of end-user certificates, depending on the Airbus fleet operated by the company.

•

Basic Services, (free of charge)

•

Technical Data in PDF Format: free of charge when [the Company] already subscribed to the revision service (valid Purchase order or contractual clause)

•

Optional Services: free of charge when already covered by a Purchase Order or a valid contractual clause.

This information will be detailed in Airbus acknowledgement.

The access to Airbus On-Line Services shall be subject to the Airbus On-Line Services License Agreement, Appendix 2 to Exhibit F to the Purchase Agreement signed by [the Company].

For and on behalf of [the Company]

Signature

Name

Title

Date


Spirit Airlines – A320 Family		Exh. F, App.2, Att. 2-1

EXHIBIT F

APPENDIX 2

ATTACHMENT 2

With this form completed, the Company will be provided with a free of charge access to the following:

•

One (1) or two (2) Administrator certificates and a reasonable quantity of end-user certificates, depending on the Airbus fleet operated by the company.

•

Basic Services, (free of charge)

•

Technical Data in PDF Format: free of charge when [the Company] already subscribed to the revision service (valid Purchase order or contractual clause)

•

Optional Services: free of charge when already covered by a Purchase Order or a valid contractual clause.

This information will be detailed in Airbus acknowledgement.

The access to Airbus On-Line Services shall be subject to the Airbus On-Line Services License Agreement, Appendix 2 to Exhibit F to the Purchase Agreement signed by [the Company].

For and on behalf of [the Company]

Signature

Name

Title

Date


Spirit Airlines – A320 Family		Exh. F, App.2, Att. 2-1

EXHIBIT F

TECHNICAL DATA AND SOFTWARE SERVICES

GENERAL

This Exhibit F lists the form, type, quantity and delivery dates for the Technical Data and Software Services (hereinafter “Technical Data”) to be provided to the Buyer pursuant to Clause 14 of the Agreement.

The Technical Data are published in accordance with ATA Specification 100 revision 23, with the exception of certain Component Maintenance Manuals, which may be written to an ATA Specification 100 revision other than revision 23.

The designation “C” after the title of a Technical Publication indicates that such Technical Publication may be customized.

1.	ENGINEERING DOCUMENTS

1.1	Installation and Assembly Drawings (IAD)—C

The IAD will be delivered according to the Buyer’s standard for the major Assembly and Installation drawings, including detail drawings.

1.2	Drawing Number Index (DNI)—C

The DNI lists applicable drawings of the Aircraft delivered under the Agreement.

1.3	Process and Material Specification (PMS)

The PMS contains data related to manufacturing processes, material identification and treatments used in the construction and assembly of the Aircraft.

1.4	Standards Manual (SM)

The SM contains data about Seller approved standards and includes cross-reference lists. The SM will include US standards/equivalents for all hardware clamps, O-rings, bearings, fasteners, sealants, adhesive and compounds, raw materials, processes and procedures.

1.5	Electrical Load Analysis (ELA)

The Electrical Load Analysis provides the necessary minimum/maximum electrical load used by the various aircraft systems/subsystems in different configurations and flight phases.


Spirit Airlines – A320 Family		Exh. F-1

EXHIBIT F

2.	MAINTENANCE AND ASSOCIATED MANUALS

2.1	APU Build-up Manual (ABM)

The ABM follows the format adopted for the Power Plant Build-up Manual.

2.2	Aircraft Maintenance Manual (AMM)—C

The component location section of the AMM will show those components detailed in the AMM maintenance procedures. The troubleshooting part is covered in Subparagraph 2.21 below.

*Aircraft Maintenance Manual Chapter 05 Time Limits (Service Life Limits) and Maintenance Checks are only delivered in hard copies.

2.3	Aircraft Schematics Manual (ASM)—C

The ASM is part of the Wiring Manual. Supplied as a separate manual for schematics.

2.4	Aircraft Wiring Manual (AWM)—C

The AWM is part of the Wiring Manual. Supplied as a separate manual for wirings.

2.5	Aircraft Wiring Lists (AWL)—C

The AWL is part of the Wiring Manual. Supplied as a separate document for lists. The AWL includes wire terminations, connector, terminal, strip locations, wire routings, and clamping diagrams.

2.6	Component Location Manual (CLM)

The CLM is designed to provide a quick and accurate means to locate a component.


Spirit Airlines – A320 Family		Exh. F-2

EXHIBIT F

2.7	Consumable Material List (CML)

The CML details the characteristics and gives procurement sources of consumable materials such as grease, oil, etc.

2.8	Duct Repair Manual (DRM)

The DRM contains all the data necessary to locate, identify, repair and/or replace sub-assemblies of metallic ducts. It also includes details of tests necessary after repair.

2.9	Fuel Pipe Repair Manual (FPRM)

The FPRM provides workshop repair procedures and data for specific fuel pipes, after removal from any aircraft of the Manufacturer of the type of the Aircraft.

2.10	Illustrated Parts Catalog (IPC)—C

The IPC identifies and illustrates all line replaceable parts and units of the aircraft, excluding the power plant parts.

2.11	Illustrated Parts Catalog (power plant) (PIPC)—C

The PIPC covers line replaceable parts and units of the power plant, provided by the Propulsion Systems manufacturer.

2.12	Illustrated Tool and Equipment Manual (TEM)

The TEM provides information on Ground Equipment and Tools listed in the Seller’s Aircraft Maintenance Manual.

2.13	Maintenance Facility Planning (MFP)

The MFP provides information that will assist airline personnel concerned with long term planning of ramp or terminal operations, Aircraft maintenance on the ramp and in the hangar, overhaul and testing of structure and system components.

2.14	Maintenance Planning Document (MPD)

The MPD provides maintenance data necessary to plan and conduct Aircraft maintenance checks and inspections.

2.15	Support Equipment Summary (SES)

The SES lists support equipment recommended by the Seller, the Propulsion Systems manufacturer and Vendors.


Spirit Airlines – A320 Family		Exh. F-3

EXHIBIT F

2.16	Tool\Equipment Drawings (TED)

TEDs will be supplied in the form of aperture cards for the Seller and, when available, Vendor maintenance tools.

2.17	Tool and Equipment Drawing Index (TEI)

The TEI is an alpha-numeric listing of the TED’s.

2.18	Tool and Equipment Bulletin (TEB)

The TEB provides advance information related to tools and test equipment development.

2.19	Trouble Shooting Manual (TSM)—C

The TSM complements the CFDS and provides trouble-shooting data in the following three levels:

Level 1 -

Aimed at line use. Fault isolation guidance for systems or parts of systems monitored mainly by CFDS. Also guidance for systems not monitored by CFDS.

Level 2 -

Aimed at hangar use. Fault isolation guidance for non-CFDS monitored systems in the form of functional block diagrams, charts and tables.

Level 3 -

Aimed at engineering use. List of CFDS messages and decoding of troubleshooting data (decoding of coded messages provided by the CFDS). Level 3 is supplied on floppy disk.

3.	MISCELLANEOUS DOCUMENTATION

3.1	Airplane Characteristics for Airport Planning (AC)

The AC will be in general accordance with Specification NAS 3601.

3.2	Aircraft Recovery Manual (ARM)

The ARM provides the following planning information: preparing and moving a disabled aircraft that may be obstructing airport traffic.


Spirit Airlines – A320 Family		Exh. F-4

EXHIBIT F

3.3	Cargo Loading System Manual (CLS)

The CLS details handling procedures for the Cargo Loading System.

3.4	Crash Crew Chart (CCC)

The CCC provides information concerning access to the Aircraft interior, location of safety equipment, hazardous liquids, etc.

3.5	List of Radioactive and Hazardous Elements (LRE)

The LRE provides information on components and materials for which specific precautions have to be taken.

3.6	List of Applicable Publications (LAP)—C

The LAP will record the Seller’s various Airframe Technical Data indicating the last valid revision number and issue date.

3.7	Livestock Transportation Manual (LTM)

The LTM details the facilities, equipment and procedures necessary for live animal transportation in aircraft of the Manufacturer of the type of the Aircraft.

3.8	Service Bulletins (SB)—C

The Buyer will receive all Service Bulletins applicable to the Aircraft.

3.9	Service Information Letters (SIL)

SILs give information of a general nature and also about minor changes or inspections the Buyer may wish to apply under the Buyer’s authority.

3.10	Transportability Manual (TM)

The TM gives cargo hold dimensions for currently available cargo Aircraft, transportation information and requirements for large Aircraft components. Component dimensions, weights and shelf life limitations are also given.

3.11	Supplier Product Support Agreements (SPSA)

The SPSA is a collection of product support conditions negotiated by the Manufacturer with the suppliers of Aircraft equipment.


Spirit Airlines – A320 Family		Exh. F-5

EXHIBIT F

3.12	Vendor Information Manual (VIM)

The VIM provides Vendor contact information.

3.13	Vendor Information Manual (GSE) (VIM/GSE)

The VIM/GSE gives contact names and addresses of Ground Support Equipment (GSE) vendors and their product support organizations.

4.	OPERATIONAL MANUALS

4.1	Abnormal\Emergency Check List\Quick Reference Handbook (CL\QRH)—C

The CL is an extract from the FCOM presented as a booklet for quick in-flight use.

4.2	FAA Approved Flight Manual (FM)—C

The AFM provides Aircraft performance operating limitations and other flight data required by the relevant Airworthiness Authorities for certification. It includes the Configuration Deviation List (CDL).

4.3	Flight Crew Operating Manual (FCOM)—C

The FCOM provides Aircraft and systems descriptions, normal, abnormal and emergency procedures as well as operational performance.

4.4	Master Minimum Equipment List (MMEL)

The MMEL defines the components and the related conditions under which, when the components are defective, the Aircraft may be cleared for flight. In addition, the MMEL provides the necessary information to establish the Buyer’s own Minimum Equipment List (MEL).

4.5	Performance Engineering Program (PEP)

The PEP consists of a Low Speed Performance data base and a High Speed Performance data base together with their respective programs. The Performance Engineering Program may be used by the Buyer under the license conditions set forth in Appendix 1 to this Exhibit F.

The Low Speed Performance programs consist of the Take-off and Landing Chart computation program (TLC) which permits the computation of:

•

regulatory take-off and landing performance,


Spirit Airlines – A320 Family		Exh. F-6

EXHIBIT F

•

noncertified take-off performance accounting for runway data and weather, together with the Tabulation and Interpolation program (TAB), issued with the AFM, which permits the reading, editing and interpolation of the tables listed in the AFM.

The High Speed Performance programs are the In Flight Performance computation program (IFP) which permits computation of Aircraft performance for each flight phase and the Aircraft Performance Monitoring program (APM) which permits analysis of Aircraft cruise performance from data recorded during stabilized flight periods.

4.6	Performance Program Manual (PPM)

The PPM is the users’ guide for the Performance Engineering Program (PEP).

4.7	Weight and Balance Manual (WBM) and

Weight and Balance Manual Supplements—C

The corresponding supplements:

•

Delivery Weighing Report,

•

Equipment List,

will be delivered with each Aircraft.

5.	OVERHAUL DATA

5.1	Cable Fabrication Manual (CFM)

The CFM contains all the data necessary to locate, identify, manufacture and test control cables used on the Aircraft. An appendix contains cable end fitting specification sheets, and detailed manufacturing instructions.

5.2	Component Documentation Status (CDS)—C

The CDS lists Component Maintenance Manuals in accordance with Subparagraphs 5.4 and 5.5 below.

5.3	Component Evolution List (CEL)

The CEL is a noncustomized document listing all components on the Aircraft and also gives the evolution of each component.


Spirit Airlines – A320 Family		Exh. F-7

EXHIBIT F

The information is provided in order of:

•

part number

•

FSCM

•

ATA reference.

5.4	Component Maintenance Manual Manufacturer (CMMM)

The CMMM contains all the data necessary to locate, identify and maintain Aircraft components manufactured by the Seller.

5.5	Component Maintenance Manual Vendor (CMMV)

The Seller will ensure that each Vendor of repairable components will deliver to the Buyer a Component Maintenance Manual Vendor with revision service.

6.	STRUCTURAL MANUALS

6.1	Nondestructive Testing Manual (NTM)

The NTM supplies Airframe data necessary to carry out nondestructive testing.

6.2	Structural Repair Manual (SRM)

The SRM contains descriptive information for identification and repair of the Airframe primary and secondary structure and will include substantial structural analysis.


Spirit Airlines – A320 Family		Exh. F-8

EXHIBIT “F”

FORM

CD-A	CD-ROM: Advanced Consultation and Navigation System

CD-P	CD-ROM: in PDF – Portable Document Format

D	DISKETTE (Floppy Disk)

DD	DIGITAL DATA. Stands generally for SGML format in MS Word Format.

DVD	DIGITAL VERSATILE DISK.

OL-A	ON-LINE through AOLS (Airbus On-Line Services): Advanced Consultation and Navigation System

P1	PRINTED ONE SIDE. Refers to manuals in paper with print on one side of the sheets only.

P2	PRINTED BOTH SIDES. Refers to manuals with print on both sides of the sheets.

SGML	STANDARD GENERALIZED MARK-UP LANGUAGE. Which allow further data processing by the Buyer.


Spirit Airlines – A320 Family		Exh. F-9

EXHIBIT “F”

TYPE

C	CUSTOMIZED. Refers to manuals which are customized to specific Airbus customer/ operator fleet or aircraft.

G	GENERIC. Refers to manuals which are for all aircraft types/models/series.

E	ENVELOPE. Refers to manuals which are not customized.

P	PRELIMINARY. Refers to preliminary data or manuals which may consist of either:

•

one time issue not maintained by revision service, or

•

preliminary issues maintained by revision service until final manual or data delivery, or

•

supply of best available data under final format with progressive completion through revision service.

ATA

Manuals established in general compliance with ATA 100 Revision 23 and digital Standards established in general compliance with ATA Specification 2200 (iSpec 2200), Information Standards for Aviation Maintenance.

Subsequent revisions of the ATA Specification will be considered.

DELIVERY

Delivery of Technical Data is expressed either as the number of days prior to delivery of the first Aircraft or as nil (0), which designates the date of delivery of the first Aircraft.

It is agreed that the number of days indicated will be rounded up to the next regular revision release date.


Spirit Airlines – A320 Family		Exh. F-10

EXHIBIT “F”

QUANTITY

Self-Explanatory. Subject to reasonable changes six (6) months after entry-into-service.

MANUALS AVAILABLE (headlines)

1 - ENGINEERING DOCUMENTS

2 - MAINTENANCE & ASSOCIATED MANUALS

3 - MISCELLANEOUS PUBLICATIONS

4 - OPERATIONAL MANUALS AND DATA

5 - OVERHAUL DATA

6 - STRUCTURAL MANUALS

NOMENCLATURE

Abbr

Form

Type

ATA

*****

OPERATIONAL MANUALS AND DATA

Flight Crew Operating Manual

FCOM

*****

FCOM

CD-A

*****

FCOM

OL-A

*****

FCOM

SGML

*****

Flight Manual

*****

Master Minimum Equipment List

MMEL

*****

MMEL

SGML

*****

Quick Reference Handbook

QRH

*****

Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission.


Spirit Airlines – A320 Family		Exh. F-11

EXHIBIT “F”

Trim Sheet

****

Weight and Balance Manual

WBM

YES

****

Performance Engineer’s Programs

PEP

CD-A

****

PEP

OL-A

****

Performance Programs Manual

PPM

CD-A

****


WB = Wide Body: A310/A300-600		SA = Single Aisle: A318/A319/A320/A321		LR = Long range: A330/A340

*****

Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission.


Spirit Airlines – A320 Family		Exh. F-12

EXHIBIT “F”

NOMENCLATURE

Abbr

Form

Type

ATA

*****

MAINTENANCE AND ASSOCIATED MANUALS

Aircraft Maintenance Manual

AMM

DVD

YES

*****

AMM

CD-P

YES

*****

AMM

SGML

YES

*****

Aircraft Schematics Manual

ASM

CD-P

YES

*****

ASM

SGML

YES

*****

Aircraft Wiring Lists

AWL

CD-P

YES

*****

AWL

SGML

YES

*****

Aircraft Wiring Manual

AWM

CD-P

YES

*****

AWM

SGML

YES

*****

Component Location Manual

CLM

CD-P

*****

Consumable Material List

CML

CD-P

YES

*****

Duct Repair Manual

DRM

CD-P

*****

Ecam System Logic Data

ESLD

CD-P

*****

Electrical Load Analysis

ELA

PDF/R

TF/XLS

*****

Electrical Standard Practices Manual

ESPM

CD-P

YES

*****

ESPM

SGML

YES

*****

Electrical Standard Practices booklet

ESP

*****

Flight Data Recording Parameter Library

FDRPL

CD-A

*****


WB = Wide Body: A310/A300-600		SA = Single Aisle: A318/A319/A320/A321		LR = Long range: A330/A340

*****

Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission.


Spirit Airlines – A320 Family		Exh. F-13

EXHIBIT “F”

NOMENCLATURE

Abbr

Form

Type

ATA

*****

MAINTENANCE AND ASSOCIATED MANUALS

Fuel Pipe Repair Manual

FPRM

CD-P

*****

NOMENCLATURE

Abbr

Form

Type

ATA

*****

MAINTENANCE AND ASSOCIATED MANUALS

Illustrated Parts Catalog (Airframe)/Additional Cross Reference Table

IPC/ACRT

DVD

YES

*****

IPC/ACRT

CD-P

YES

*****

IPC/ACRT

SGML

YES

*****

Illustrated Parts Catalog (Power Plant)

PIPC

CD-P

*****

Maintenance Facility Planning

MFP

CD-P

*****

Maintenance Planning Document

MPD

CD-P

YES

*****

Maintenance Review Board

MRBR

*****

Support Equipment Summary

SES

CD-P

*****

Tool and Equipment Bulletins

TEB

OL-A

*****

Tool and Equipment Drawings

TED

OL-A

*****

Tool and Equipment Index

TEI

CD-P

*****

Illustrated Tool and Equipment Manual

TEM

CD-P

YES

*****

Engineering Documentation Combined Index

EDCI

DVD

*****

Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission.


Spirit Airlines – A320 Family		Exh. F-14

EXHIBIT “F”

Trouble Shooting Manual

TSM

SGML

YES

*****

TSM

DVD

YES

*****

TSM

CD-P

YES

*****


WB = Wide Body: A310/A300-600		SA = Single Aisle: A318/A319/A320/A321		LR = Long range: A330/A340

*****

Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission.


Spirit Airlines – A320 Family		Exh. F-15

EXHIBIT “F”

NOMENCLATURE

Abbr

Form

Type

ATA

*****

STRUCTURAL MANUALS

Nondestructive Testing Manual

NTM

CD-P

YES

*****

Nacelle Structural Repair Manual

NSRM

CD-P

YES

*****

Structural Repair Manual

SRM

CD-P

YES

*****

SRM

SGML

YES

*****

Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission.


Spirit Airlines – A320 Family		Exh. F-16

EXHIBIT “F”

NOMENCLATURE

Abbr

Form

Type

ATA

*****

OVERHAUL DATA

Component Documentation Status

CDS

*****

Component Evolution List

CEL

CD-P

*****

Component Maintenance Manual – Manufacturer

CMMM

CD-P

YES

*****

Component Maintenance Manual – Vendor

CMMV

CD-P

YES

*****

CMMV

YES

*****

Cable Fabrication Manual

CFM

CD-P

*****

Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission.


Spirit Airlines – A320 Family		Exh. F-17

EXHIBIT “F”

NOMENCLATURE

Abbr

Form

Type

ATA

*****

ENGINEERING DOCUMENTS

Installation and Assembly Drawings

IAD

OL-A

*****

Process and Material Specification

PMS

CD-P

*****

Parts Usage (Effectivity)

OL-A

*****

Schedule (Drawing Nomenclature)

OL-A

*****

Standards Manual

CD-P

*****

Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission.


Spirit Airlines – A320 Family		Exh. F-18

EXHIBIT “F”

NOMENCLATURE

Abbr

Form

Type

ATA

*****

MISCELLANEOUS PUBLICATIONS

Airplane Characteristics for Airport Planning

CD-P

*****

ATA Breakdown Index

ATBI

CD-P

*****

CADETS (Technical Publications Training)

CADE

CD-A

*****

Aircraft Recovery Manual

ARM

CD-P

YES

*****

Crash Crew Chart

CCC

*****

Cargo Loading System Manual

CLS

CD-P

E/C

*****

List of Applicable Publications

LAP

OL-A

*****

List of Radioactive and Hazardous Elements

LRE

CD-P

*****

Livestock Transportation Manual

LTM

CD-P

*****

Service Bulletins

OL-A

YES

*****

Service Information Letters

SIL

CD-A

YES

*****

SIL

OL-A

YES

*****

Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission.


Spirit Airlines – A320 Family		Exh. F-19

EXHIBIT “F”

NOMENCLATURE

Abbr

Form

Type

ATA

*****

MISCELLANEOUS PUBLICATIONS

Supplier Product Support Agreements 2000

SPSA

OL-A

*****

Supplier Product Support Agreements 2000

SPSA

CD-P

*****

Transportability Manual

CD-P

*****

Vendor Information Manual

VIM

CD-A

*****

VIM

OL-A

*****

Vendor Information Manual GSE

VIM/GSE

CD-A

*****

VIM/GSE

OL-A

*****

Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission.


Spirit Airlines – A320 Family		Exh. F-20

EXHIBIT G

SELLER PRICE REVISION FORMULA

1.	Base Price

The Base Price of the Airframe of the applicable Aircraft is as quoted in Clause 3.1 of the Agreement.

2	Base Period

The above Basic Price has been established in accordance with the average economic conditions prevailing in ***** as defined by “ECIb” and “ICb” index values indicated in Paragraph 4 of this Exhibit 2.

This Base Price is subject to adjustment for changes in economic conditions as measured by data obtained from the US Department of Labor, Bureau of Labor Statistics, and in accordance with the provisions of Paragraphs 4 and 5 of this Exhibit 2.

“ECIb” and “ICb” index values indicated herein will not be subject to any revision.

3	Reference Indexes

Labor Index : “Employment Cost index for Workers in Aerospace manufacturing” hereinafter referred to as “ECI SIC 3721W”, quarterly published by the US Department of Labor, Bureau of Labor Statistics, in “NEWS”,(Table 6, “WAGES and SALARIES (NOT SEASONALLY ADJUSTED)): Employment Cost Indexes for Wages and Salaries for private industry workers by industry and occupational group”, or such other name that may be from time to time used for the publication title and/or table, (Aircraft manufacturing, standard industrial classification code SIC 3721, base month and year June 1989 = 100).

The quarterly value released for March, June, September and December will be the one deemed to apply for the two preceding months.

Index code for access on the Web site of the US Bureau of Labor Statistics: ECU28102i.

Material Index : “Industrial Commodities” (hereinafter referred to as “IC”) as published in “Producer Price Indexes” (Table 6. Producer price indexes and percent changes for commodity groupings and individual items). (Base Year 1982 = 100).

Index code for access on the Web site of the US Bureau of Labor Statistics: WPU03THRU15.

***** Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission.


Spirit Airlines – A320 Family		Page 1 of 4

EXHIBIT G

SELLER PRICE REVISION FORMULA

4	Revision Formula

*****

Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission.


Spirit Airlines – A320 Family		Page 2 of 4

EXHIBIT G

SELLER PRICE REVISION FORMULA

5	General Provisions

5.1

Roundings

The Labor Index average and the Material Index average will be computed to the first decimal. If the next succeeding place is five (5) or more, the preceding decimal place will be raised to the next higher figure.

Each quotient will be rounded to the nearest ten-thousandth (4 decimals). If the next succeeding place is five (5) or more, the preceding decimal place will be raised to the next higher figure.

The final factor will be rounded to the nearest ten-thousandth (4 decimals).

The final price will be rounded to the nearest whole number (0.5 or more rounded to 1).

5.2	Substitution of Indexes for Airframe Price Revision Formula

If;

(i)

the United States Department of Labor substantially revises the methodology of calculation of the Labor Index or the Material Index as used in the Airframe Price Revision Formula, or

(ii)

the United States Department of Labor discontinues, either temporarily or permanently, such Labor Index or such Material Index, or

(iii)

the data samples used to calculate such Labor Index or such Material Index are substantially changed;

AVSA will select a substitute index for inclusion in the Airframe Price Revision Formula (the “Substitute Index”).

The Substitute Index will reflect as closely as possible the actual variance of the labor costs or of the material costs used in the calculation of the original Labor Index or Material Index, as the case may be.

As a result of the selection of the Substitute Index, AVSA will make an appropriate adjustment to the Airframe Price Revision Formula to combine the successive utilization of the original Labor Index or Material Index (as the case may be) and of the Substitute Index.


Spirit Airlines – A320 Family		Page 3 of 4

EXHIBIT G

SELLER PRICE REVISION FORMULA

5.3	Final Index Values

The index values defined in Paragraph 4 above will be considered final and no further adjustment to the basic prices as revised at Delivery of the Aircraft will be made after Aircraft Delivery for any subsequent changes in the published index values.


Spirit Airlines – A320 Family		Page 4 of 4

EXHIBIT H

PROPULSION SYSTEMS PRICE REVISION FORMULA

INTERNATIONAL AERO ENGINES

1	Reference Price of the Engines

The Reference Price of a set of two (2) INTERNATIONAL AERO ENGINES engines IAE V2524-A5, IAE V2527-A5 and IAE V2533-A5 are as quoted in Clause 3.1.1.3 of the Agreement.

These Reference Prices are subject to adjustment for changes in economic conditions as measured by data obtained from the US Department of Labor, Bureau of Labor Statistics, and in accordance with the provisions hereof.

2	Reference Period

The above Reference Prices have been established in accordance with the averaged economic conditions prevailing in ***** as defined, according to INTERNATIONAL AERO ENGINES by the ECIb and ICb index values indicated in Clause 4 of this Exhibit H.

3	Indexes

Labor Index : “Employment Cost Index for Workers in Aerospace manufacturing” hereinafter referred to as “ECI SIC 3721W”, published quarterly by the US Department of Labor, Bureau of Labor Statistics, in “NEWS,” and found in Table 6, “WAGES and SALARIES (not seasonally adjusted): Employment Cost Indexes for Wages and Salaries for private industry workers by industry and occupational group,” or such other name that may be from time to time used for the publication title and/or table. (Aircraft manufacturing, standard industrial classification code SIC 3721, base month and year June 1989 = 100.)

The quarterly value released for March, June, September and December will be the one deemed to apply for the two preceding months.

Material Index : “Industrial Commodities” (hereinafter referred to as “IC”) as published in “PPI Detailed report” (found in Table 6. “Producer price indexes and percent changes for commodity groupings and individual items not seasonally adjusted” or such other names that may be from time to time used for the publication title and/or table). (Base Year 1982 = 100.)

***** Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission.


Spirit Airlines – A320 Family		Page 1 of 4

EXHIBIT H

PROPULSION SYSTEMS PRICE REVISION FORMULA

INTERNATIONAL AERO ENGINES

4	Revision Formula

*****

Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission.


Spirit Airlines – A320 Family		Page 2 of 4

EXHIBIT H

PROPULSION SYSTEMS PRICE REVISION FORMULA

INTERNATIONAL AERO ENGINES

5.	General Provisions

5.1

Roundings

(i)

ECIn and ICn will be calculated to the nearest tenth (1 decimal).

(ii)

Each quotient (ECIn/ECIb) and (ICn/ICb) will be calculated to the nearest ten-thousandth (4 decimals).

(iii)

The final factor will be rounded to the nearest ten-thousandth (4 decimals).

If the next succeeding place is five (5) or more the preceding decimal place will be raised to the nearest higher figure.

After final computation Pn will be rounded to the nearest whole number (0.5 rounds to 1).

5.2	Final Index Values

The Revised Reference Prices at the date of Aircraft delivery will be the final prices and will not be subject to any further adjustments in the indexes.

For any index value for which no final figure is available for any of the applicable months, the then published preliminary figures will be the basis on which the Revised Reference Price will be computed.

5.3	Interruption of Index Publication

If the US Department of Labor substantially revises the methodology of calculation or discontinues any of the indexes referred to hereabove, AVSA will reflect the substitute for the revised or discontinued index selected by INTERNATIONAL AERO ENGINES, such substitute index to lead in application to the same adjustment result, insofar as possible, as would have been achieved by continuing the use of the original index as it may have fluctuated had it not been revised or discontinued.

Appropriate revision of the formula will be made to accomplish this result.


Spirit Airlines – A320 Family		Page 3 of 4

EXHIBIT H

PROPULSION SYSTEMS PRICE REVISION FORMULA

INTERNATIONAL AERO ENGINES

5.4	Annulment of Formula

Should the above escalation provisions become null and void by action of the US Government, the price will be adjusted due to increases in the costs of labor and material which have occurred from the period represented by the applicable Reference

Price Indexes to average of the fifth (5 ^th ), sixth (6 ^th ) and seventh (7 ^th ) months prior to the scheduled Aircraft delivery.

5.5	Limitation

Should any Revised Reference Price be lower than the applicable Reference Price, the final price will be computed with the Reference Price.


Spirit Airlines – A320 Family		Page 4 of 4

AMENDMENT NO. 1

THE A320 FAMILY PURCHASE AGREEMENT

Dated as of May 5, 2004

BETWEEN AVSA S.A.R.L.

AND

SPIRIT AIRLINES, INC.

This Amendment No. 1 (hereinafter referred to as the “ Amendment ”) entered into as of December 21, 2004 by and between AVSA S.A.R.L., a société à responsabilité limitée organized and existing under the laws of the Republic of France, having its registered office located at 2, Rond Point Maurice Bellonte, 31700 Blagnac, France (hereinafter referred to as the “ Seller ”) and SPIRIT AIRLINES, INC., a corporation organized and existing under the laws of the State of Delaware, United States of America, having its principal corporate office located at 2800 Executive Way, Miramar, Florida 33025, U.S.A. (hereinafter referred to as the “ Buyer ”).

WITNESSETH:

WHEREAS, the Buyer and the Seller have entered into an A320 Family Purchase Agreement, dated as of May 5, 2004 (which agreement, with all Exhibits, Appendices, Letter Agreements, is hereinafter called the “ Agreement ”), which Agreement relates to, inter alia, the sale by the Seller and the purchase by the Buyer of certain firmly ordered Airbus A319-100 and A321-200 model aircraft.

WHEREAS, at the Buyer’s request, the Buyer and the Seller have agreed that the Buyer will have no specific obligation to make Predelivery Payments and take delivery of ***** A319 Aircraft identified below under the Agreement provided that, when the Manufacturer contemporaneously sells such ***** subject A319 Aircraft to a third party, henceforth referred to as the “Alternate Buyer”, the Buyer will take delivery on lease of the subject aircraft from the Alternate Buyer pursuant to the terms of operating lease agreements between the Buyer and the Alternate Buyer.

WHEREAS, the Buyer and the Seller wish to amend certain other terms of the Agreement to reflect the foregoing.

WHEREAS, capitalized terms used herein and not otherwise defined in this Amendment will have the meanings assigned to them in the Agreement. The terms “herein,” “hereof,” and “hereunder” and words of similar import refer to this Amendment.

NOW, THEREFORE IT IS AGREED AS FOLLOWS:

***** Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission.

Spirit Airlines – A320 Family

Amendment 1

1 of 8

1.	CANCELLATION OF THE SLB AIRCRAFT

1.1	The parties hereby agree to cancel the order for ***** A319 Firm Aircraft pursuant to the Agreement which are scheduled for delivery as follows:

*****

The foregoing cancelled Aircraft are henceforth referred to as the “SLB Aircraft”. The SLB Aircraft are the subject of a purchase and sale agreement between the Alternate Buyer and the Manufacturer dated as of even date hereof (the “Alternate Purchase Agreement”). The Buyer and the Seller agree that the Buyer will enter into a lease agreement with the Alternate Buyer and take delivery under lease of the subject SLB Aircraft from the Alternate Buyer (each a “Lease Agreement” and collectively the “Lease Agreements”), on the same delivery dates as when the SLB Aircraft would have been Ready for Delivery under the Agreement, except that *****.

1.2	Predelivery Payments

1.2.1

*****

1.2.2

*****

1.2.3

*****

1.2.4

*****

2.	DEFINITIONS

The definition for “A319 Firm Aircraft” is hereby deleted in its entirety and replaced with the following language between the words QUOTE and UNQUOTE:

QUOTE

A319 Firm Aircraft – any or all of the ***** A319-100 Aircraft for which the delivery schedule is set forth in Clause 9.1.1 hereof together with all components, equipment, parts and accessories installed in or on such aircraft and the Propulsion Systems installed thereon upon delivery.

***** Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission.

Spirit Airlines – A320 Family

Amendment 1

2 of 8

UNQUOTE

3.	DELIVERY

Clause 9.1.1 of the Agreement is deleted in its entirety and replaced with the following language between the words QUOTE and UNQUOTE:

QUOTE

9.1.1

Subject to Clauses 2, 7, 8, 10 and 18, the Seller will have the Firm Aircraft Ready for Delivery at the Delivery Location within the following months (each a “ Scheduled Delivery Month ”).

The Scheduled Delivery Months for the A319 Firm Aircraft are as follow:


Quantity of A319 Firm Aircraft		Month/Year of Delivery
2 Aircraft		*****
2 Aircraft		*****
1 Aircraft		*****
1 Aircraft		*****
1 Aircraft		*****

The Scheduled Delivery Months for the A321 Firm Aircraft are as follow:


Quantity of A321		Firm Aircraft Month/Year of Delivery
1 Aircraft		*****
1 Aircraft		*****
2 Aircraft		*****

UNQUOTE

4.	SUPPLEMENTAL DEPOSIT

*****

5.	SUPPLEMENTAL GOODS AND SERVICES CREDIT

*****

6.	APPLICABILITY OF CREDITS

6.1	Support Credit Memorandum

*****

6.2	Advanced A319/A321 Credit Memorandum

Paragraph 2 to Letter Agreement No. 3 to the agreement is deleted in its entirety and replaced with the following language between the words QUOTE and UNQUOTE below:

QUOTE

Special Credit Memorandum

2.1

*****

***** Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission.

Spirit Airlines – A320 Family

Amendment 1

3 of 8

2.1.1

*****

2.1.2

*****

2.1.3

*****

2.1.4

*****

UNQUOTE

7.	AVSA POST DELIVERY CREDIT

Paragraph 2 to Letter Agreement No. 10 to the agreement is deleted in its entirety and replaced with the following language between the words QUOTE and UNQUOTE below:

QUOTE

Applicability of AVSA Post-Delivery Credit

*****

UNQUOTE

8.	CUSTOMIZATION

(i)

The parties hereby agree to delete in their entirety the provisions in Paragraph 1 of Letter Agreement No. 9 to the Agreement.

(ii)

(a)Clause 3.1.1.2.1 (ii) of the Agreement is deleted in its entirety and replaced with the following text between the words QUOTE and UNQUOTE:

QUOTE

3.1.1.2.1 (ii) The Base Price of anticipated SCNs for the A319 Aircraft mutually agreed upon prior to the signature of this Agreement (i.e., May 5, 2004), at delivery conditions prevailing in January 2003, is:

*****

UNQUOTE

(b) Clause 3.1.1.2.2 (ii) of the Agreement is deleted in its entirety and replaced with the following text between the words QUOTE and UNQUOTE:

QUOTE

***** Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission.

Spirit Airlines – A320 Family

Amendment 1

4 of 8

3.1.1.2.2 (ii) The Base Price of anticipated SCNs for the A320 Aircraft mutually agreed upon prior to the signature of this Agreement (i.e., May 5, 2004), at delivery conditions prevailing in January 2003, is:

*****

UNQUOTE

c) Clause 3.1.1.2.3 (ii) of the Agreement is deleted in its entirety and replaced with the following text between the words QUOTE and UNQUOTE:

QUOTE

3.1.1.2.3 (ii) The Base Price of anticipated SCNs for the A321 Aircraft mutually agreed upon prior to the signature of this Agreement (i.e., May 5, 2004), at delivery conditions prevailing in January 2003, is:

*****

UNQUOTE

(iii)

Exhibit A-4 to the Agreement is deleted in its entirety and replaced with the new Exhibit A-4 Revision 1 annexed to this Amendment in Appendix 1. The parties agree that the information contained therein is provided for pricing purposes only and does not constitute changes to the Specification until such time as the parties have executed the applicable binding SCNs.

(iv)

Clause 2.1.2 of the Agreement is deleted in its entirety and replaced with the following text between the words QUOTE and UNQUOTE:

QUOTE

2.1.2 The Specifications may be amended by execution by Buyer and Seller of a Specification Change Notice (SCN) in substantially the form set out in Exhibit B-1 hereto. An SCN will set out the SCN’s effectivity and the particular change to be made to the Specifications and the effect, if any, of such change on design, performance, weight, Delivery Date of the Aircraft affected thereby, interchangeability or replaceability requirements of the Specification and text of the Specification. An SCN may result in an adjustment of the Base Price of the Aircraft, which adjustment if any, will be specified in the SCN. A list of anticipated SCNs as of the date hereof is annexed hereto in Exhibit A-4 Revision 1.

UNQUOTE

(v)

Clause 5.2.5 of the Agreement is deleted in its entirety and replaced with the following text between the words QUOTE and UNQUOTE:

***** Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission.

Spirit Airlines – A320 Family

Amendment 1

5 of 8

QUOTE

5.2.5

SCN Predelivery Payment

*****

UNQUOTE

9.	PRICE GUARANTEE

*****

10.

CONDITION PRECEDENT

It is a condition precedent to the effectivity of this Amendment that the Manufacturer, or its designee, and the Alternate Buyer have concluded the Alternate Purchase Agreement by December 22, 2004 for the purchase and sale of ***** A319 aircraft for the purpose of the Buyer to lease such aircraft from the Alternate Buyer. The Seller shall notify the Buyer upon conclusion of the Alternate Purchase Agreement.

If the Alternate Purchase Agreement is not executed by December 22, 2004, this Amendment shall immediately become null and void and the Agreement (for this purpose not including this Amendment) shall remain in full force and effect.

11.

TERMINATION EVENT

*****

12.

EFFECT OF THE AMENDMENT

12.1	This Amendment contains the entire agreement between the parties with respect to the subject matter hereof and supersedes any previous understanding, commitments or representations whatsoever, whether oral or written between the Buyer and the Seller.

12.2

The Agreement will be deemed amended to the extent provided in this Amendment and, except as specifically amended hereby, will continue in full force and effect in accordance with its original terms. Both parties agree that this Amendment will constitute an integral, nonseverable part of the Agreement and be governed by its provisions, except that if the Agreement and this Amendment have specific provisions that are inconsistent, the specific provisions contained in this Amendment will govern.

13.

CONFIDENTIALITY

The Seller and the Buyer (including their employees, agents and advisors) agree to keep the terms and conditions of this Amendment strictly confidential, except as required by applicable law or pursuant to legal process. The Seller and the Buyer will consult prior to any public disclosure regarding this Amendment; provided, however that, following execution of this Amendment, Buyer may make such disclosure thereof as may be required by law or governmental orders, rules or regulations.

***** Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission.

Spirit Airlines – A320 Family

Amendment 1

6 of 8

14.

GOVERNING LAW

THIS AMENDMENT AND THE AGREEMENTS CONTEMPLATED HEREBY WILL BE GOVERNED BY AND CONSTRUED AND THE PERFORMANCE THEREOF WILL BE DETERMINED IN ACCORDANCE WITH THE PROVISIONS OF SUBPARAGRAPH 22.3 OF THE AGREEMENT.

IT IS AGREED THAT THE UNITED NATIONS CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS WILL NOT APPLY TO THIS AMENDMENT.

15.

COUNTERPARTS

This Amendment No. 1 may be executed by the parties hereto in separate counterparts, each of which when so executed shall be an original, but all such counterparts shall together constitute one and the same instrument.

Spirit Airlines – A320 Family

Amendment 1

7 of 8

If the foregoing correctly sets forth our understanding, please execute the original and one (1) copy hereof in the space provided below and return a copy to the Seller.



Very truly yours,

AVSA S.A.R.L.

By:		/s/ illegible
Its:		AVSA, CEO



Accepted and Agreed,

SPIRIT AIRLINES, INC.

By:		/s/ John R. Severson
Its:		EVP & CFO

Spirit Airlines – A320 Family

Amendment 1

8 of 8

AMENDMENT NO. 2

THE A320 FAMILY PURCHASE AGREEMENT

Dated as of May 5, 2004

BETWEEN AVSA S.A.R.L.

AND

SPIRIT AIRLINES, INC.

This Amendment No. 2 (hereinafter referred to as the “ Amendment ”) entered into as of April 15, 2005 by and between AVSA S.A.R.L., a société a responsabilité limitée organized and existing under the laws of the Republic of France, having its registered office located at 2, Rond Point Maurice Bellonte, 31700 Blagnac, France (hereinafter referred to as the “ Seller ”) and SPIRIT AIRLINES, INC, a corporation organized and existing under the laws of the State of Delaware, United States of America, having its principal corporate office located at 2800 Executive Way, Miramar, Florida 33025, U.S.A, (hereinafter referred to as the “Buyer”).

WITNESSETH:

WHEREAS, the Buyer and the Seller have entered into an A320 Family Purchase Agreement, dated as of May 5, 2004, relating to the sale by the Seller and the purchase by the Buyer of certain firmly ordered Airbus A319-100 and A321-200 model aircraft (the “Aircraft”), which, together with all Exhibits, Appendices, Letter Agreements attached thereto and as amended by Amendment No. 1 dated as of December 21, 2004 is hereinafter called the “ Agreement ”.

WHEREAS, at the Buyer’s request, the Buyer and the Seller have agreed that the Buyer will defer certain Predelivery Payments and order ***** additional A321 Aircraft (the “Additional A321 Aircraft”).

WHEREAS, the Buyer and the Seller wish to amend certain other terms of the Agreement in consideration of the foregoing.

NOW, THEREFORE IT IS AGREED AS FOLLOWS:

***** Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission.

Spirit Airlines – A320 Family

Amendment 2

Page 1 of 6

1.	SALE AND PURCHASE

The Seller will cause to be manufactured, will acquire and will sell and deliver, and the Buyer will purchase (from the Seller) and take delivery of, ***** additional A321 Aircraft (the “Additional A321 Aircraft”), pursuant to the terms and conditions herein described.

2.	DELIVERY

2.1

The ***** Additional A321 Aircraft will be provisionally scheduled for Delivery in, respectively, ***** until all conditions set forth in Paragraph 5 are met or waived in writing, at which time the foregoing delivery positions will be firm. The Seller will make commercially reasonable efforts to reserve such delivery positions from the date hereof. In the event that one or more of the foregoing delivery positions becomes unavailable, the Buyer and Seller will agree on a mutually acceptable alternative delivery position.

2.2	Clause 9.1.1 of the Agreement is deleted in its entirety and replaced with the following quoted text:

QUOTE

9.1.1 Subject to Clauses 2, 7, 8, 10 and 18, the Seller will have the Firm Aircraft Ready for Delivery at the Delivery Location within the following months (each a “ Scheduled Delivery Month ”).

The Scheduled Delivery Months for the A319 Firm Aircraft are as follow:


Quantity of A319 Firm Aircraft		Month/Year of Delivery
2 Aircraft		*****

2 Aircraft		*****

1 Aircraft		*****

1 Aircraft		*****

1 Aircraft		*****

The Scheduled Delivery Months for the A321 Firm Aircraft are as follow:


Quantity of A321 Firm Aircraft		Month/Year of Delivery
1 Aircraft		*****

1 Aircraft		*****

2 Aircraft		*****

1 Aircraft (Additional A321 Aircraft)		*****

1 Aircraft (Additional A321 Aircraft)		*****

1 Aircraft (Additional A321 Aircraft)		*****

***** Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission.

Spirit Airlines – A320 Family

Amendment 2

Page 2 of 6

UNQUOTE

3.	ADDITIONAL A321 AIRCRAFT

3.1	Base Price

The Base Price of the Additional A321 Aircraft will be the same as for the A321 Firm Aircraft, the terms and conditions of which are set forth in Clause 3 of the Agreement. All Airframe prices will be subject to revision until Delivery of the relevant Aircraft in accordance with the Seller Price Revision Formula and all Propulsion System prices are subject to revision until Delis cry of the relevant Aircraft in accordance with the Propulsion Systems Price Revision Formula in Exhibit H to the Agreement. Credit memoranda applicable to Conversion A321 Aircraft, as set forth in Paragraph 4.3 and 4.4(c) of Letter Agreement 4 to the Agreement shall apply to the Additional A321 Aircraft. Paragraph 2.2 of Letter Agreement 3 shall also apply to the Additional A321 Aircraft provided that the Buyer has taken delivery of all four (4) A321 Aircraft Agreement in addition to the Additional A321 Aircraft.

3.2	Predelivery Payments

The Buyer shall make all Predelivery Payments in respect of the Additional A321 Aircraft in accordance with Clause 5 of the Agreement as pertaining to Option Aircraft with the following exceptions:

(i) The Predelivery Payment Reference Price for the Additional A321 Aircraft will be equal to the Base Price of the A321 Aircraft as defined in Clause 3 of the Agreement for purposes of calculating each Predelivery Payment on such Additional A321 Aircraft.

(ii) The Buyer will pay the Seller an amount equal to ***** for each of the Additional A321 Aircraft on May 2, 2005 as partial payment of the 1st Predelivery Payment due under Clause 5.2.3 of the Agreement.

(iii) *****

3.3	Deferral Right

*****

3.4	Conversion Right

*****

3.5	Option Aircraft

*****

***** Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission.

Spirit Airlines – A320 Family

Amendment 2

Page 3 of 6

4.	2005 PDP DEFERRAL

4.1	Subject to the conditions of Paragraph 4.2 below and without prejudice to any of the Seller’s rights and remedies which may result from the Buyer’s failure to make Predelivery Payments, the parties agree *****

4.2

*****

5.	CONDITION PRECEDENT

It is a condition precedent to the effectivity of this Amendment that (1) the Buyer and Seller receive approval of their respective Boards of Directors by May 2, 2005 and (ii) the Buyer receives an incremental capital injection in the amount of at least ***** in cash by ***** and (iii) no event shall have occurred which constitutes a Termination Event under the Agreement.

In the event that any of the above conditions are not met, then (a) this Amendment and the terms herein are null and void with immediate effect; (b) the order for the Incremental A321 Aircraft will be cancelled; (c) and any ***** will be due and payable to the Seller together with accrued interest thereon and (d) the Seller shall pay to the Buyer an amount equal to the payment made by the Buyer to the Seller under Paragraph 3.2 (ii) above, all immediately upon the failure of such condition precedent to be met.

In addition, in the event that a cumulative incremental capital injection of at least ***** in cash is not received by *****, the Seller shall be entitled to terminate this Amendment and if the Seller so terminates, then, thereafter (a) the terms herein are null and void; (b) the order for the Incremental A321 Aircraft will be cancelled; (c) any ***** will be due and payable to the Seller together with accrued interest thereon and (d) the Seller shall pay to the Buyer an amount equal to the payment made by the Buyer to the Seller under Paragraph 3.2 (ii) above, all immediately upon written notice to the Buyer of Seller’s election to terminate this Amendment.

6.	EFFECT OF THE AMENDMENT

6.1	This Amendment contains the entire agreement between the parties with respect to the subject matter hereof and supersedes any previous understanding, commitments or representations whatsoever, whether oral or written between the Buyer and the Seller.

6.2

***** Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission.

Spirit Airlines – A320 Family

Amendment 2

Page 4 of 6

7.	CONFIDENTIALITY

The Seller and the Buyer (including their employees, agents and advisors) agree to keep the terms and conditions of this Amendment strictly confidential, except as required by applicable law or pursuant to legal process. The Seller and the Buyer will consult prior to any public disclosure regarding this Amendment; provided, however that, following execution of this Amendment. Buyer may make such disclosure thereof as may be required by law or governmental orders, rules or regulations.

8.	GOVERNING LAW

IT IS AGREED THAT THE UNITED NATIONS CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS WILL NOT APPLY TO THIS AMENDMENT.

9.	COUNTERPARTS

This Amendment No. 2 may be executed by the parties hereto in separate counterparts, each of which when so executed shall be an original, but all such counterparts shall together constitute one and the same instrument.

Spirit Airlines – A320 Family

Amendment 2

Page 5 of 6

If the foregoing correctly sets forth our understanding, please execute the original and one (1) copy hereof in the space provided below and return a copy to the Seller.


Very truly yours,

AVSA S.A.R.L.

By:		/s/ illegible
Its:		CEO


Accepted and Agreed,

SPIRIT AIRLINES, INC.

By:		/s/ John R. Severson
Its:		EVP & CFO

Spirit Airlines – A320 Family

Amendment 2

Page 6 of 6

AMENDMENT NO. 3

THE A320 FAMILY PURCHASE AGREEMENT

Dated as of May 5, 2004

BETWEEN AVSA S.A.R.L.

AND

SPIRIT AIRLINES, INC.

This Amendment No. 3 (hereinafter referred to as the “ Amendment ”) entered into as of June 30, 2005 by and between AVSA S.A.R.L., a société à responsabilité limitée organized and existing under the laws of the Republic of France, having its registered office located at 2, Rond Point Maurice Bellonte, 31700 Blagnac, France (hereinafter referred to as the “ Seller ”) and SPIRIT AIRLINES, INC., a corporation organized and existing under the laws of the State of Delaware, United States of America, having its principal corporate office located at 2800 Executive Way, Miramar, Florida 33025, U.S.A. (hereinafter referred to as the “ Buyer ”).

WITNESSETH:

WHEREAS, *****

WHEREAS, the Buyer and the Seller wish to amend certain other terms of the Agreement in consideration of the foregoing.

NOW, THEREFORE IT IS AGREED AS FOLLOWS:

1.	CONDITION PRECEDENT TO EFFECTIVITY OF AMENDMENT NO. 2

The first paragraph of Paragraph 5 of Amendment No. 2 will be amended to delete subparagraph (ii) thereof and to insert in its place:

QUOTE

*****

UNQUOTE

***** Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission.

2.	PREDELIVERY PAYMENTS

2.1

*****

2.2

*****

3.	EFFECT OF THE AMENDMENT

3.1

This Amendment contains the entire agreement between the parties with respect to the subject matter hereof and supersedes any previous understanding, commitments or representations whatsoever, whether oral or written between the Buyer and the Seller.

3.2

4.	CONFIDENTIALITY

***** Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission.

5.	GOVERNING LAW

IT IS AGREED THAT THE UNITED NATIONS CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS WILL NOT APPLY TO THIS AMENDMENT.

6.	COUNTERPARTS

This Amendment No. 3 may be executed by the parties hereto in separate counterparts, each of which when so executed shall be an original, but all such counterparts shall together constitute one and the same instrument.

If the foregoing correctly sets forth our understanding, please execute the original and one (1) copy hereof in the space provided below and return a copy to the Seller.


Very truly yours,

AVSA S.A.R.L.

By:		/s/ illegible
Its:


Accepted and Agreed,

SPIRIT AIRLINES, INC.

By:		/s/ Maria Knutsen-Pugh
Its:		Vice President – Commercial Law

AMENDMENT NO. 4

THE A320 FAMILY PURCHASE AGREEMENT

Dated as of May 5, 2004

BETWEEN AVSA S.A.R.L.

AND

SPIRIT AIRLINES, INC.

This Amendment No. 4 to the A320 Family Purchase Agreement dated as of May 5, 2004 (hereinafter referred to as the “ Amendment ”) is entered into as of October 27, 2006 by and between AIRBUS S.A.S. (legal successor to AVSA S.A.R.L.), organized and existing under the laws of the Republic of France, having its registered office located at 1, Rond Point Maurice Bellonte, 31700 Blagnac, France (hereinafter referred to as the “ Seller ”) and SPIRIT AIRLINES, INC., a corporation organized and existing under the laws of the State of Delaware, United States of America, having its principal corporate office located at 2800 Executive Way, Miramar, Florida 33025, U.S.A. (hereinafter referred to as the “ Buyer ”).

WHEREAS, the Buyer and the Seller have agreed that the Buyer will firmly order thirty (30) additional A319 Aircraft in accordance with the terms set forth herein.

WHEREAS, the Buyer and the Seller agree to reschedule the delivery positions of ***** A319 Firm Aircraft, ***** A321 Firm Aircraft and ***** Additional A321 Aircraft.

WHEREAS, the Buyer and the Seller wish to amend certain other terms of the Agreement in consideration of the foregoing.

NOW, THEREFORE IT IS AGREED AS FOLLOWS:

The capitalized terms used herein and not otherwise defined in this Amendment will have the meanings assigned to them in the Agreement. Except as used within quoted text, the terms “herein,” “hereof,” and “hereunder” and words of similar import refer to this Amendment.

***** Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission.

Spirit Airlines – A320 Family

Amendment 4

1.	DEFINITIONS

1.1	Clause 0 of the Agreement is amended to add the terms and corresponding definitions set forth in the following quoted text:

QUOTE

(i)

Additional A319 Firm Aircraft — any or all of the thirty (30) firm A319-100 Aircraft for which the delivery schedule is set forth in Clause 9.1.1 hereof, together with all components, equipment, parts and accessories installed in or on such aircraft and the Propulsion Systems installed thereon upon delivery.

(ii)

Additional A321 Aircraft — any or all of the ***** A321-200 Aircraft ordered by the Buyer and sold by the Seller pursuant to Amendment No. 2 to the Agreement for which the delivery schedule is set forth in Clause 9.1.1 hereof, together with all components, equipment, parts and accessories installed in or on such aircraft and the Propulsion Systems installed thereon upon delivery.

(iii)

A330 Aircraft — *****

UNQUOTE

1.2	Clause 0 is further amended by deleting the definitions of “A319 Aircraft”, “A320 Aircraft”, “A321 Aircraft”, “Aircraft” and “Firm Aircraft” and replacing such deleted definitions with the following quoted text:

QUOTE

A319 Aircraft – any or all of the (i) A319 Firm Aircraft; or (ii) Additional A319 Firm Aircraft.

A320 Aircraft – any firmly ordered A320 Aircraft that the Buyer elects to convert from an A319 Aircraft.

A321 Aircraft – any or all of the A321 Firm Aircraft or A319 Aircraft that Buyer elects to convert into firmly ordered A321 aircraft.

Aircraft – any or all of the A319 Aircraft, A320 Aircraft and A321 Aircraft to be sold by the Seller and purchased by the Buyer pursuant to this Agreement.

Firm Aircraft – any or all of the A319 Firm Aircraft, A321 Firm Aircraft and Additional A319 Firm Aircraft.

UNQUOTE

***** Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission.

Spirit Airlines – A320 Family

Amendment 4

2.	SALE AND PURCHASE

The Seller shall manufacture, sell and deliver, and the Buyer will purchase from the Seller and take delivery of, thirty (30) additional A319 Aircraft (the “Additional A319 Firm Aircraft”), pursuant to the terms and conditions herein described.

3.	RESCHEDULING AND IRREVOCABLE CONVERSIONS

3.1	***** A319 Firm Aircraft are irrevocably rescheduled from February 2007 and June 2007 to respectively May 2009 and June 2009,

3.2	***** A321 Firm Aircraft are irrevocably rescheduled from November 2007 and December 2007 to respectively November 2009 and December 2009,

3.3	***** Additional A321 Aircraft are irrevocably rescheduled from October 2008 and November 2008 to respectively June 2009 and September 2009 (the Aircraft referred to in Paragraph 3.1, 3.2 and 3.3 are collectively, the “Rescheduled Aircraft”)

3.4	The parties hereby agree to irrevocably convert *** A321 Firm Aircraft and * Additional A321 Aircraft scheduled for delivery in respectively *** into A319 Firm Aircraft (the “Converted A319 Aircraft”).

4.	DELIVERY

4.1	As a result of Paragraph 2 and 3 above, Clause 9.1.1 of the Agreement is deleted in its entirety and replaced with the following quoted text:

QUOTE

The Scheduled Delivery Months for the A319 Firm Aircraft are as follows:


Aircraft	Quantity of Aircraft	Month	Year
A319 Firm Aircraft	1	*****	*****
A319 Firm Aircraft	1	*****	*****
A319 Firm Aircraft	1	*****	*****
A319 Firm Aircraft	1	*****	*****
A319 Firm Aircraft	1	*****	*****
A319 Firm Aircraft *	1	*****	*****
A319 Firm Aircraft *	1	*****	*****
A319 Firm Aircraft *	1	*****	*****
A319 Firm Aircraft **	1	*****	*****
A319 Firm Aircraft **	1	*****	*****

***** Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission.

Spirit Airlines – A320 Family

Amendment 4

Total A319 Firm Aircraft 10

* *****

** *****

The Scheduled Delivery Months for the Additional A319 Firm Aircraft are as follows:


Aircraft	Quantity of Aircraft	Month		Year
Additional A319 Firm Aircraft	1		*****		*****
Additional A319 Firm Aircraft	1		*****		*****
Additional A319 Firm Aircraft	1		*****		*****
Additional A319 Firm Aircraft	1		*****		*****
Additional A319 Firm Aircraft	1		*****		*****
Additional A319 Firm Aircraft	1		*****		*****
Additional A319 Firm Aircraft	1		*****		*****
Additional A319 Firm Aircraft	1		*****		*****
Additional A319 Firm Aircraft	1		*****		*****
Additional A319 Firm Aircraft	1		*****		*****
Additional A319 Firm Aircraft	1		*****		*****
Additional A319 Firm Aircraft	1		*****		*****
Additional A319 Firm Aircraft	1		*****		*****
Additional A319 Firm Aircraft	1		*****		*****
Additional A319 Firm Aircraft	1		*****		*****
Additional A319 Firm Aircraft	1		*****		*****
Additional A319 Firm Aircraft	1		*****		*****
Additional A319 Firm Aircraft	1		*****		*****
Additional A319 Firm Aircraft	1		*****		*****
Additional A319 Firm Aircraft	1		*****		*****
Additional A319 Firm Aircraft	1		*****		*****
Additional A319 Firm Aircraft	1		*****		*****
Additional A319 Firm Aircraft	1		*****		*****
Additional A319 Firm Aircraft	1		*****		*****
Additional A319 Firm Aircraft	1		*****		*****
Additional A319 Firm Aircraft	1		*****		*****
Additional A319 Firm Aircraft	1		*****		*****
Additional A319 Firm Aircraft	1		*****		*****
Additional A319 Firm Aircraft	1		*****		*****
Additional A319 Firm Aircraft	1		*****		*****
Total Additional Firm Aircraft	30

The Scheduled Delivery Months for the A321 Aircraft are as follows:


Aircraft	Quantity of Aircraft	Month	Year
Additional A321 Aircraft**	1	*****	*****

***** Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission.


Spirit Airlines – A320 Family Amendment 4		4

UNQUOTE

PRICE

5.1	The provisions contained in Clause 3.1.1.2 are hereby cancelled and replaced by the following provisions set forth between the “QUOTE” and “UNQUOTE”:

QUOTE

3.1.1.2.1

A319 Airframe

The Base Price of the A319 Airframe is the sum of the Base Prices set forth below in (i) and (ii):

(i)

the Base Price of the A319 Airframe, as defined in the A319 Standard Specification (excluding Buyer Furnished Equipment and SCNs), at delivery conditions prevailing in January 2006:

*****

(ii)

the Base Price of anticipated SCNs for the A319 Aircraft mutually agreed upon prior to the signature of this Agreement at delivery conditions prevailing in January 2006, is:

*****

3.1.1.2.2

A320 Airframe

The Base Price of the A320 Airframe is the sum of the Base Prices set forth below in (i) and (ii):

(i)

the Base Price of the A320 Airframe, as defined in the A320 Standard Specification (excluding Buyer Furnished Equipment and SCNs) at delivery conditions prevailing in January 2006, is:

*****

(ii)

the Base Price of anticipated SCNs for the A320 Aircraft mutually agreed upon prior to the signature of this Agreement including ***** is:

***** Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission.

Spirit Airlines – A320 Family

Amendment 4

*****

3.1.1.2.3

A321 Airframe

The Base Price of the A321 Airframe is the sum of the Base Prices set forth below in (i) and (ii):

(i)

the Base Price of the A321 Airframe, as defined in the A321 Standard Specification (excluding Buyer Furnished Equipment and SCNs), at delivery conditions prevailing in January 2006, is:

*****

(ii)

the Base Price of anticipated SCNs for the A321 Aircraft mutually agreed upon prior to the signature of this Agreement , at delivery conditions prevailing in January 2006, is:

*****

UNQUOTE

5.2	The provisions contained in Clause 3.1.1.3 of the Agreement are hereby cancelled and replaced by the following quoted provisions:

QUOTE

3.1.1.3

Base Price of the Propulsion Systems

3.1.1.3.1

A319 Propulsion Systems

The Base Price of the IAE V2524-A5 Propulsion Systems, at delivery conditions prevailing in January 2006, is:

*****

Said Base Price has been calculated from the Reference Price for the A319 Propulsion Systems indicated by International Aero Engines of US ***** in accordance with delivery conditions prevailing in January 2001.

3.1.1.3.2

A320 Propulsion Systems

The Base Price of the Propulsion Systems IAEV2527-A5, at delivery conditions prevailing in January 2006, is:

*****

***** Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission.

Spirit Airlines – A320 Family

Amendment 4

Said Base Price has been calculated from the Reference Price for the A320 Propulsion Systems indicated by International Aero Engines of US ***** in accordance with delivery conditions January 2001.

3.1.1.3.3

A321 Propulsion Systems

The Base Price of the IAEV2533-A5 Propulsion Systems for the A321 Aircraft, at delivery conditions prevailing in January 2006, is:

*****

Said Base Price has been calculated from the Reference Price for the A321 Propulsion Systems indicated by International Aero Engines of US $ ***** in accordance with delivery conditions January 2001.

UNQUOTE

5.3	Exhibit A4-1 Revision 1 is hereby deleted and replaced with Exhibit A4-1 Revision 2 annexed hereto. Any reference in the Agreement to “Exhibit A4” or “Exhibit A4-1 Revision 1” is deleted and replaced with “Exhibit A4-1 Revision 2”.

6.	PRICE REVISION

6.1	Exhibit G to the Agreement, Seller Price Revision Formula, is deleted and replaced by Exhibit G-1, Seller Price Revision Formula annexed hereto.

6.2	Exhibit H to the Agreement, Propulsion System Price Revision Formula, is deleted and replaced by Exhibit H-1, Propulsion System Price Formula annexed hereto.

7.	CONDITION PRECEDENT

7.1	It is a condition precedent to the effectivity of this Amendment that at the time of execution hereof, no event shall have occurred which constitutes a Termination Event under the Agreement.

8.	EFFECT OF THE AMENDMENT

8.1	This Amendment contains the entire agreement between the parties with respect to the subject matter hereof and supersedes any previous understanding, commitments or representations whatsoever, whether oral or written between the Buyer and the Seller.

8.2

***** Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission.

Spirit Airlines – A320 Family

Amendment 4

9.	CONFIDENTIALITY

The Seller and the Buyer (including their employees, agents and advisors) agree to keep the terms and conditions of this Amendment strictly confidential, except as required by applicable law or pursuant to legal process. The Seller and the Buyer will consult prior to any public disclosure regarding this Amendment and will mutually agree on any such disclosure; provided , however that , following execution of this Amendment, Buyer may make such disclosure thereof as may be required by law or governmental orders, rules or regulations.

10.

GOVERNING LAW

IT IS AGREED THAT THE UNITED NATIONS CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS WILL NOT APPLY TO THIS AMENDMENT.

11.

COUNTERPARTS

This Amendment No. 4 may be executed by the parties hereto in separate counterparts, each of which when so executed shall be an original, but all such counterparts shall together constitute one and the same instrument. Such counterparts may be delivered via facsimile and/or electronic mail (provided that an original is subsequently delivered).

Spirit Airlines – A320 Family

Amendment 4

If the foregoing correctly sets forth our understanding, please execute the original and one (1) copy hereof in the space provided below and return a copy to the Seller.


Very truly yours,

AIRBUS S.A.S.

By:		/s/ Christophe Mourey
Its:		Senior Vice President Contracts


Accepted and Agreed,

SPIRIT AIRLINES, INC.

By:		/s/ B. Ben Baldanza
Its:		President & CEO

Spirit Airlines – A320 Family

Amendment 4

Exhibit A4-1 Revision 2

Spirit Airlines Single Aisle – Option list

*****

***** Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission.

EXHIBIT G-1

SELLER PRICE REVISION FORMULA

1	Base Price

The Base Price of the Airframe of the applicable Aircraft is as quoted in Clause 3.1 of the Agreement.

2	Base Period

“ECIb” and “ICb” index values indicated herein will not be subject to any revision.

3	Reference Indexes

Labor Index: “Employment Cost Index for Workers in Aerospace manufacturing” hereinafter referred to as “ECI 336411W”, quarterly published by the US Department of Labor, Bureau of Labor Statistics, in “NEWS”,(Table 9, “WAGES and SALARIES (not seasonally adjusted)): Employment Cost Indexes for Wages and Salaries for private industry workers by industry and occupational group”, or such other name that may be from time to time used for the publication title and/or table, (Aircraft manufacturing, NAICS code 336411, base month and year *****).

The quarterly value released for a certain month (March, June, September and December) will be the one deemed to apply for the two preceding months.

Index code for access on the Web site of the US Bureau of Labor Statistics:

C1U20232110000001.

(Base Year 1982 = 100).

Index code for access on the Web site of the US Bureau of Labor Statistics:

WPU03THRU15.

***** Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission.


Spirit Airlines – A320 Family		1

EXHIBIT G-1

SELLER PRICE REVISION FORMULA

4	Revision Formula

*****

5	General Provisions

5.1

Roundings

Each quotient will be rounded to the nearest ten-thousandth (4 decimals). If the next succeeding place is five (5) or more, the preceding decimal place will be raised to the next higher figure.

The final factor will be rounded to the nearest ten-thousandth (4 decimals).

The final price will be rounded to the nearest whole number (0.5 or more rounded to 1).

5.2	Substitution of Indexes for Airframe Price Revision Formula

If;

(i)

the United States Department of Labor substantially revises the methodology of calculation of the Labor Index or the Material Index as used in the Airframe Price Revision Formula, or

(ii)

the United States Department of Labor discontinues, either temporarily or permanently, such Labor Index or such Material Index, or

(iii)

the data samples used to calculate such Labor Index or such Material Index are substantially changed;

The Seller will select a substitute index for inclusion in the Airframe Price Revision Formula (the “Substitute Index”).

As a result of the selection of the Substitute Index, the Seller will make an appropriate adjustment to the Airframe Price Revision Formula to combine the successive utilization of the original Labor Index or Material Index (as the case may be) and of the Substitute Index.

***** Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission.


Spirit Airlines – A320 Family		2

EXHIBIT G-1

SELLER PRICE REVISION FORMULA

5.3	Final Index Values


Spirit Airlines – A320 Family		3

EXHIBIT H-1

PROPULSION SYSTEMS PRICE REVISION FORMULA

INTERNATIONAL AERO ENGINES

1	Reference Price of the Engines

The Reference Price of a set of two (2) INTERNATIONAL AERO ENGINES engines IAE V2524-A5, IAE V2527-A5 and IAE V2533-A5 are as quoted in Clause 3.1.1.3 of the Agreement.

2	Reference Period

The above Reference Prices have been established in accordance with *****, as defined, according to INTERNATIONAL AERO ENGINES by the ECIb and ICb index values indicated in Clause 4 of this Exhibit H.

3	Indexes

Labor Index: “Employment Cost Index for Workers in Aerospace manufacturing” hereinafter referred to as “ECI 336411W”, published quarterly by the US Department of Labor, Bureau of Labor Statistics, in “NEWS,” and found in Table 6, “WAGES and SALARIES (not seasonally adjusted): Employment Cost Indexes for Wages and Salaries for private industry workers by industry and occupational group,” or such other name that may be from time to time used for the publication title and/or table. (Aircraft manufacturing, NAICS code SIC 3721, *****.)

The quarterly value released for a certain month (March, June, September and December) will be the one deemed to apply for the two preceding months.

Index code for access on the website of the US Bureau of Labor Statistics: CIU20232110000001.

Material Index: “Industrial Commodities” (hereinafter referred to as “IC”) as published in “PPI Detailed report” (found in Table 6. “Producer price indexes and percent changes for commodity groupings and individual items not seasonally adjusted “ or such other names that may be from time to time used for the publication title and/or table). (Base Year 1982 = 100.)

4	Revision Formula

*****

***** Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission.


Spirit Airlines – A320 Family		1

EXHIBIT H-1

PROPULSION SYSTEMS PRICE REVISION FORMULA

INTERNATIONAL AERO ENGINE

5.	General Provisions

5.1

Roundings

(i)

ECIn and ICn will be calculated to the nearest tenth (1 decimal).

(ii)

Each quotient (ECIn/ECIb) and (ICn/ICb) will be calculated to the nearest ten thousandth (4 decimals).

(iii)

The final factor will be rounded to the nearest ten-thousandth (4 decimals).

If the next succeeding place is five (5) or more the preceding decimal place will be raised to the nearest higher figure.

After final computation Pn will be rounded to the nearest whole number (0.5 rounds to 1).

5.2	Final Index Values

The Revised Reference Prices at the date of Aircraft delivery will be the final prices and will not be subject to any further adjustments in the indexes.

5.3	Interruption of Index Publication

Appropriate revision of the formula will be made to accomplish this result.

5.4	Annulment of Formula

Price Indexes to average of the fifth (5 ^th ), sixth (6 ^th ) and seventh (7 ^th ) months prior to the scheduled Aircraft delivery.


Spirit Airlines – A320 Family		2

EXHIBIT H-1

PROPULSION SYSTEMS PRICE REVISION FORMULA

INTERNATIONAL AERO ENGINE

5.5	Limitation

Should any Revised Reference Price be lower than the applicable Reference Price, the final price will be computed with the Reference Price.


Spirit Airlines – A320 Family		3

LETTER AGREEMENT NO. 1

AMENDMENT NO. 4

As of October 27, 2006

Spirit Airlines, Inc.

2800 Executive Way

Miramar, Florida 33025

RE: MISCELLANEOUS PROVISIONS

Dear Ladies and Gentlemen,

SPIRIT AIRLINES, INC. (the “Buyer”), and AVSA, S.A.R.L. (the “Seller”), have entered into Amendment No. 4, dated as of even date herewith (the “Amendment”), to the Airbus A320 Family Purchase Agreement dated as of May 5, 2004 as amended from time to time (the “Agreement”), which Agreement covers among other things, the sale by the Seller and the purchase by the Buyer of certain Aircraft, under the terms and conditions set forth in said Agreement. The Buyer and the Seller have agreed to set forth in this Letter Agreement No. 1 to the Amendment (the “Letter Agreement”) certain additional terms and conditions regarding the purchase and sale of the Aircraft. Capitalized terms used herein and not otherwise defined in this Letter Agreement will have the meanings assigned thereto in the Agreement. Except when used in quoted text, the terms “herein,” “hereof” and “hereunder” and words of similar import refer to this Letter Agreement.

Both parties agree that this Letter Agreement will constitute an integral, nonseverable part of said Amendment, that the provisions of said Amendment are hereby incorporated herein by reference, and that this Letter Agreement will be governed by the provisions of said Agreement, except that if the Agreement, the Amendment and this Letter Agreement have specific provisions which are inconsistent, the specific provisions contained in this Letter Agreement will govern

1.	PREDELIVERY PAYMENTS

1.1

INITIAL PAYMENTS AND PREDELIVERY PAYMENT RETENTION

*****

1.2

PREDELIVERY PAYMENT DEFERRAL

*****

1.3

PREDELIVERY PAYMENTS

***** Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission.

Spirit Airlines – A320 Family

Letter Agreement 1 to Amendment No. 4

Page 1 of 7

1.3.1

Paragraph 1 of Letter Agreement 2 is amended by

(a) adding to the quoted text of paragraph 5.2.1, at the end of such quoted text, the following language between “QUOTE” and “UNQUOTE”:

QUOTE

5.2.1

*****

UNQUOTE

(b) deleting paragraph 5.2.2.2 in its entirety and replacing it with the following quoted language between “QUOTE” and “UNQUOTE”:

QUOTE

5.2.2.2

*****

UNQUOTE

1.3.2

Paragraph 2 of Letter Agreement 2 is hereby deleted in its entirety and replaced with the following language between “QUOTE” and “UNQUOTE”:

QUOTE

2. Clause 5.2.3 of the Agreement is deleted in its entirety and replaced with the following language between “QUOTE” and “UNQUOTE”:

QUOTE

5.2.3 A. Predelivery Payments for A319 Firm Aircraft, A321 Firm Aircraft, Conversion A320 Aircraft, Conversion A321 Aircraft and Additional A321 Aircraft (except as provided in Paragraph 3.2(ii) and 3.2(iii) of Amendment No. 2 to the Agreement) will be paid according to the following schedule.

B. Predelivery Payments for Additional A319 Firm Aircraft and Additional A319 Firm Aircraft converted to either Converted Additional A320 Aircraft or Converted Additional A321 Aircraft will be paid according to the following schedule.

***** Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission.

Spirit Airlines – A320 Family

Letter Agreement 1 to Amendment No. 4

Page 2 of 7

UNQUOTE

2.	FLEXIBILITY

2.1

Termination of Option Aircraft and Rolling Option Aircraft

(i)

Paragraph 1 of Letter Agreement 4 entitled Option Aircraft is hereby deleted in its entirety and all Option Aircraft immediately expire and are of no further effect.

(ii)

Paragraph 2 of Letter Agreement 4 entitled Rolling Option Aircraft is hereby deleted in its entirety and all Rolling Option Aircraft immediately expire and are of no further affect.

2.2

Termination of Conversion Rights on Additional A321 Aircraft

Paragraph 3.4 of Amendment 2 to the Agreement is deleted in its entirety and all conversion rights related to the Additional A321 Aircraft are no longer in effect.

2.3

Conversion Rights

(i)

Conversion Rights on Additional A319 Firm Aircraft

*****

(ii)

Conversion Rights on A319 Firm Aircraft

*****

(iii)

Conversion Rights to A330-200 Aircraft

*****

(iv)

Deletion of Deferral Right

Paragraph 3.3, of Amendment 2 to the Agreement entitled Deferral Right, is hereby deleted in its entirety and is of no further affect.

3.	PRODUCT SUPPORT

The following paragraphs between “QUOTE” and “UNQUOTE” are added to Letter Agreement 5 to the Agreement:

***** Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission.

Spirit Airlines – A320 Family

Letter Agreement 1 to Amendment No. 4

Page 3 of 7

QUOTE

11.	ADDITIONAL TRAINING MATTERS

For each Additional A319 Firm Aircraft or Converted Additional Aircraft, the Seller will provide to the Buyer:

(i)

*****

(ii)

*****

The training offered pursuant to this paragraph 11 is the only training available to the Buyer from the Seller for Additional A319 Firm Aircraft or a Converted Additional Aircraft.

12.

AIRFASE

The Software License for use of the AIRFASE flight safety software will be granted ***** to the Buyer for a period of ***** years from the first date of issuance.

13.

ADOC

The Software License for use of the ADOC job card production package, content and revision management package and consultation package will be granted ***** to the Buyer for as long as ***** revision service is available to the Buyer pursuant to Clause 14.5 of the Agreement,

UNQUOTE

4.	CUSTOMIZATION AND RETROFITS

The following language between “QUOTE” and “UNQUOTE” is inserted as paragraphs 5 and 6 of Letter Agreement 9:

QUOTE

CABIN INTERIOR

*****

***** Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission.

Spirit Airlines – A320 Family

Letter Agreement 1 to Amendment No. 4

Page 4 of 7

*****

AERO ENHANCEMENTS

*****

DELETION OF ACT ON A321 AIRCRAFT

*****

UNQUOTE

5.	CONFIDENTIALITY

The Seller and the Buyer (including their employees, agents and advisors) agree to keep the terms and conditions of this Amendment strictly confidential, except as required by applicable law or pursuant to legal process. The Seller and the Buyer will consult prior to any public disclosure regarding this Amendment and mutually agree on such disclosure; provided, however that , following execution of this Amendment, Buyer may make such disclosure thereof as may be required by law or governmental orders, rides or regulations.

6.	GOVERNING LAW

***** Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission.

Spirit Airlines – A320 Family

Letter Agreement 1 to Amendment No. 4

Page 5 of 7

IT IS AGREED THAT THE UNITED NATIONS CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS WILL NOT APPLY TO THIS AMENDMENT.

7.	COUNTERPARTS

This Amendment No. 1 to Letter Agreement No. 2 may be executed by the parties hereto in separate counterparts, each of which when so executed shall be an original, but all such counterparts shall together constitute one and the same instrument. Such counterparts may be delivered via facsimile and/or electronic mail (provided that an original is subsequently delivered).

Spirit Airlines – A320 Family

Letter Agreement 1 to Amendment No. 4

Page 6 of 7

If the foregoing correctly sets forth our understanding, please execute the original and one (1) copy hereof in the space provided below and return a copy to the Seller.


Very truly yours,

AIRBUS S.A.S.

By:		/s/ illegible

Its:

Accepted and Agreed,


SPIRIT AIRLINES, INC.

By:		/s/ B. Ben Baldanza
Its:		President & CEO

Spirit Airlines – A320 Family

Letter Agreement 1 to Amendment No. 4

Page 7 of 7

LETTER AGREEMENT NO. 2

AMENDMENT NO. 4

As of October 27, 2006

Spirit Airlines, Inc.

2800 Executive Way

Miramar, Florida 33025

RE: COMMERCIAL PROVISIONS

Dear Ladies and Gentlemen,

SPIRIT AIRLINES, INC. (the “Buyer”), and AVSA, S.A.R.L. (the “Seller”), have entered into Amendment No. 4, dated as of even date herewith (the “Amendment”), to the Airbus A320 Family Purchase Agreement dated as of May 5, 2004 as amended from time to time (the “Agreement”), which Agreement covers among other things, the sale by the Seller and the purchase by the Buyer of certain Aircraft, under the terms and conditions set forth in said Agreement. The Buyer and the Seller have agreed to set forth in this Letter Agreement No. 2 to the Amendment (the “Letter Agreement”) certain additional terms and conditions regarding the purchase and sale of the Aircraft. Capitalized terms used herein and not otherwise defined in this Letter Agreement will have the meanings assigned thereto in the Agreement. Except when used in quoted text, the terms “herein,” “hereof” and “hereunder” and words of similar import refer to this Letter Agreement.

1.	ESCALATION CAP ON ADDITIONAL A319 FIRM AIRCRAFT

1.1

*****

1.2

*****

1.3

*****

1.4

*****

2.	Termination of Certain Letter Agreements In Whole or In Part

***** Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission.

Spirit Airlines – A320 Family Aircraft

Letter Agreement 2 to Amendment No. 4

LA2-1

2.1	Letter Agreement 3 regarding Commercial Incentives is hereby canceled in its entirety and is of no further affect.

2.2	Letter Agreement 10 regarding Sideletter Agreement is hereby canceled in its entirety and is of no further affect.

2.3	Paragraph 4 of Letter Agreement 4, Credit Memoranda with Respect to Option Aircraft and Conversion Aircraft, is deleted in its entirety and is of no further affect.

3.	CREDIT MEMORANDA

3.1	Credit Memoranda for A319 Firm Aircraft, A321 Firm Aircraft, Additional A321 Aircraft, Conversion A320 Aircraft and Conversion A321 Aircraft

(i)

Credit Memoranda

*****

(ii)

Applicability of the Airbus Credit Memorandum

The Airbus Credit Memorandum described in this Paragraph 3.1 are based on January 2006 delivery conditions and will be adjusted to the Delivery Date of the applicable A319 Firm Aircraft, A321 Firm Aircraft, Additional A321 Aircraft, Conversion A320 Aircraft or Conversion A321 Aircraft in accordance with the Seller Price Revision Formula.

The Buyer will have the option to apply the Airbus Credit Memorandum towards either (i) the Final Contract Price upon Delivery of the applicable Aircraft or (ii) the purchase of goods and services from the ANACS Customer Services Catalog.

3.2	Credit Memoranda for Additional A319 Firm Aircraft, Converted Additional A320 Aircraft and Converted Additional A321 Aircraft

(i)

Credit Memoranda

For the Additional A319 Firm Aircraft, Converted Additional A320 Aircraft and Converted Additional A321 Aircraft, the Seller will provide the Buyer with the applicable credit memoranda described below:

*****

(ii)

Applicability of the Airbus New Credit Memorandum

The Airbus New Credit Memorandum described in this Paragraph 3.2 are based on January 2006 delivery conditions and are subject to price revision to the Delivery Date of the applicable Additional A319 Firm Aircraft, Converted Additional A320 Aircraft or Converted Additional A321 Aircraft in accordance with the Seller Price Revision Formula, subject to the provisions set forth in Paragraph 1 of this Letter Agreement.

The Buyer will have the option to apply the Airbus New Credit Memorandum towards either (i) the Final Contract Price upon Delivery of the applicable Aircraft or (ii) the purchase of goods and services from the ANACS Customer Services Catalog.

***** Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission.

Spirit Airlines – A320 Family Aircraft

Letter Agreement 2 to Amendment No. 4

LA2-2

3.3	Ad v anced A319/A321 Credit Memorandum

3.3.1

*****

3.3.2

*****

3.3.3

*****

3.3.4

*****

3.3.5

*****

4.	A320 FAMILY PRICE HARMONIZATION CREDIT MEMORANDUM

4.1

*****

4.2

*****

4.3

*****

4.4

*****

5.	OTHER ESCALATION SUPPORT

5.1

*****

5.2

*****

5.3

*****

5.4

*****

6.	FIXED LEASED AIRCRAFT SUPPORT

*****

7.	ASSIGNMENT

Notwithstanding any other provision of this Letter Agreement 2 or of the Agreement, this Letter Agreement 2 and the rights and obligations of the Buyer hereunder will not be assigned or transferred in any manner without the prior written consent of the Seller, and any attempted assignment or transfer in contravention of the provisions of this Paragraph 7 will be void and of no force or effect.

8.	CONFIDENTIALITY

***** Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission.

Spirit Airlines – A320 Family Aircraft

Letter Agreement 2 to Amendment No. 4

LA2-3

to any public disclosure regarding this Amendment and mutually agree on such disclosure; provided, however that, following execution of this Amendment, Buyer may make such disclosure thereof as may be required by law or governmental orders, rules or regulations.

9.	GOVERNING LAW

IT IS AGREED THAT THE UNITED NATIONS CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS WILL NOT APPLY TO THIS AMENDMENT.

10.

COUNTERPARTS

This Letter Agreement 2 to Amendment No 4 may be executed by the parties hereto in separate counterparts, each of which when so executed and delivered shall be an original, but all such counterparts shall together constitute one and the same instrument. Such counterparts may be delivered via facsimile and/or electronic mail (provided that an original is subsequently delivered).

Spirit Airlines – A320 Family Aircraft

Letter Agreement 2 to Amendment No. 4

LA2-4

If the foregoing correctly sets forth our understanding, please execute the original and one (1) copy hereof in the space provided below and return a copy to the Seller.


Very truly yours,

Airbus S.A.S.

By:		/s/ illegible
Its:


Accepted and Agreed

Spirit Airlines, Inc,

By:		/s/ B. Ben Baldanza
Its: President & CEO

Spirit Airlines – A320 Family Aircraft

Letter Agreement 2 to Amendment No. 4

LA2-5

AMENDMENT NO. 5

THE A320 FAMILY PURCHASE AGREEMENT

Dated as of May 5, 2004

BETWEEN AVSA S.A.R.L.

AND

SPIRIT AIRLINES, INC.

This Amendment No. 5 to the A320 Family Purchase Agreement dated as of May 5, 2004 (hereinafter referred to as the “ Amendment ”) is entered into as of March 5_, 2007 by and between AIRBUS S.A.S. (legal successor to AVSA S.A.R.L.), organized and existing under the laws of the Republic of France, having its registered office located at 1, Rond Point Maurice Bellonte, 31700 Blagnac, France (hereinafter referred to as the “ Seller ”) and SPIRIT AIRLINES, INC., a corporation organized and existing under the laws of the State of Delaware, United States of America, having its principal corporate office located at 2800 Executive Way, Miramar, Florida 33025, U.S.A. (hereinafter referred to as the “ Buyer ”).

WHEREAS, the Buyer and AVSA S.A.R.L have entered into an A320 Family Purchase Agreement, dated as of May 5, 2004, relating to the sale by the Seller and the purchase by the Buyer of certain firmly ordered Airbus A319-100 and A321-200 model aircraft (the “Aircraft”), which, together with all Exhibits, Appendices, Letter Agreements attached thereto and as amended by Amendment No. 1 dated as of December 21, 2004, Amendment No. 2 dated as of April 15, 2005, Amendment No. 3 dated as of June 30, 2005 and Amendment No. 4 dated as of October 27, 2006 is hereinafter called the “ Agreement ”.

WHEREAS, the Buyer and the Seller wish to amend certain terms of the Agreement as set forth herein.

NOW, THEREFORE IT IS AGREED AS FOLLOWS:

1.	PRICE REVISION

Exhibit H-1 to the Agreement, Propulsion System Price Revision Formula, is deleted and replaced by the Exhibit H-1, Propulsion System Price Formula annexed hereto.

Spirit Airlines - A320 Family

Amendment 5

1 of 3

2.	CONFIDENTIALITY

The Seller and the Buyer (including their employees, agents and advisors) agree to keep the terms and conditions of this Amendment strictly confidential, except as required by applicable law or pursuant to legal process. The Seller and the Buyer will consult prior to any public disclosure regarding this Amendment and will mutually agree on any such disclosure; provided, however that , following execution of this Amendment, Buyer may make such disclosure thereof as may be required by law or governmental orders, rules or regulations.

3.	GOVERNING LAW

IT IS AGREED THAT THE UNITED NATIONS CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS WILL NOT APPLY TO THIS AMENDMENT.

4.	COUNTERPARTS

This Amendment No. 5 may be executed by the parties hereto in separate counterparts, each of which when so executed shall be an original, but all such counterparts shall together constitute one and the same instrument. Such counterparts may be delivered via facsimile and/or electronic mail (provided that an original is subsequently delivered).

Spirit Airlines - A320 Family

Amendment 5

2 of 3

If the foregoing correctly sets forth our understanding, please execute the original and one (1) copy hereof in the space provided below and return a copy to the Seller.


Very truly yours,

AIRBUS S.A.S.

By:		/s/ Christophe Mourey
Its:		Senior Vice President Contracts


Accepted and Agreed,

SPIRIT AIRLINES, INC.

By:		/s/ Joseph Marotta
Its:		VP & Controller

Spirit Airlines - A320 Family

Amendment 5

3 of 3

EXHIBIT H-1

PROPULSION SYSTEMS PRICE REVISION FORMULA

INTERNATIONAL AERO ENGINE

1	REFERENCE PRICE

The Reference Price of a set of two (2) INTERNATIONAL AERO ENGINES’ engines IAE V2524-A5, IAE V2527-A5 and IAE V2533-A5 are as quoted in Clause 3.1.1.3 of the Agreement as set forth in Amendment 4 to the Agreement.

This Reference Price is subject to adjustment for changes in economic conditions as measured by data obtained from the US Department of Labor, Bureau of Labor Statistics, and in accordance with the provisions of Paragraphs 4 and 5 of this Exhibit H-1.

2	REFERENCE PERIOD

The Reference Price has been established in accordance with the average economic conditions *****, as defined, according to International Aero Engines by the ECIb and ICb index values indicated in Paragraph 4 of this Exhibit H-1.

3	INDEXES

Labor Index : “Employment Cost Index Wages and Salaries for Workers in Aerospace Manufacturing hereinafter referred to as “ECI” (ECI 336411W”, series ID : CIU2023211000000I not seasonally adjusted), published quarterly by the US Department of Labor, Bureau of Labor Statistics (http://data.bls.gov *****): Employment Cost Indexes for Wages and Salaries for private industry workers by industry and occupational group”, or such other name that may be from time to time used for the publication title and/or table

The quarterly value of CIU2023211000000I will apply to each month of a given quarter.

Material Index : “Producer Price Index, Industrial Commodities hereinafter referred to as “IC” (series ID: WPU03thru15, not seasonally adjusted)” as published in “PPI Commodity Detailed report” by the US Department of Labor, Bureau of Labor Statistics, ( http://data.bls.gov , base year 1982 =100) or such other name that may be from time to time used for the publication title and/or table)

***** Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission.

Spirit Airlines - A320 Family

Amendment 5

Page 1/3

EXHIBIT H-1

PROPULSION SYSTEMS PRICE REVISION FORMULA

INTERNATIONAL AERO ENGINE

4	REVISION FORMULA

*****

In determining the revised Reference Price ECIn and ICn shall be calculated to the nearest tenth (1 decimal). Each quotient (ECIn/ECIb) and (ICn/ICb) shall be calculated to the nearest ten-thousandth (4 decimals).

If the next succeeding place is five (5) or more the preceding decimal place shall be raised to the next higher figure.

After final computation Pn shall be rounded to the nearest whole number (0.5 rounds to 1)

***** Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission.

Spirit Airlines - A320 Family

Amendment 5

Page 2/3

EXHIBIT H-1

PROPULSION SYSTEMS PRICE REVISION FORMULA

INTERNATIONAL AERO ENGINE

5	GENERAL PROVISIONS

5.1	The Reference Price as revised as of the Delivery Date of the Aircraft shall be the final price and shall not be subject to any further adjustments in the indexes.

If no final index values are available for any of the applicable month, the then published preliminary figures shall be the basis on which the revised Reference Price shall be computed.

5.2

If the US Department of Labor substantially revises the methodology of calculation or discontinues any of the indexes referred to hereabove, the Seller shall reflect the substitute for the revised or discontinued index selected by International Aero Engines, such substitute index to lead in application to the same adjustment result, insofar as possible, as would have been achieved by continuing the use of the original index as it may have fluctuated had it not been revised or discontinued.

Appropriate revision of the formula shall be made to accomplish this result.

5.3	Should the above escalation provisions become null and void by action of the US Government, the price shall be adjusted due to increases in the costs of labor and material which have occurred from the period represented by the applicable Reference Price Indexes *****.

5.4	Should the revised Reference Price be lower than the Reference Price, the final price shall be computed with the Reference Price.

***** Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission.

Spirit Airlines - A320 Family

Amendment 5

Page 3/3

AMENDMENT NO. 6

THE A320 FAMILY PURCHASE AGREEMENT

Dated as of May 5, 2004

BETWEEN AVSA S.A.R.L.

AND

SPIRIT AIRLINES, INC.

This Amendment No. 6 to the A320 Family Purchase Agreement dated as of May 5, 2004 (hereinafter referred to as the “ Amendment ”), is entered into as of March 27, 2007, by and between AIRBUS S.A.S. (legal successor to AVSA S.A.R.L.), organized and existing under the laws of the Republic of France, having its registered office located at 1, Rond Point Maurice Bellonte, 31700 Blagnac, France (hereinafter referred to as the “ Seller ”) and SPIRIT AIRLINES, INC., a corporation organized and existing under the laws of the State of Delaware, United States of America, having its principal corporate office located at 2800 Executive Way, Miramar, Florida 33025, U.S.A. (hereinafter referred to as the “ Buyer ”).

WHEREAS, the Buyer and AVSA S.A.R.L have entered into an A320 Family Purchase Agreement, dated as of May 5, 2004, relating to the sale by the Seller and the purchase by the Buyer of certain firmly ordered Airbus A319-100 and A321-200 model aircraft (the “ Aircraft ”), which, together with all Exhibits and Appendices attached thereto and Letter Agreements related thereto and as amended by Amendment No. 1 dated as of December 21, 2004, Amendment No. 2 dated as of April 15, 2005, Amendment No. 3 dated as of June 30, 2005, Amendment No. 4 dated as of October 27, 2006, and Amendment No. 5 dated as of March 5, 2007, is hereinafter called the “ Agreement ”.

WHEREAS, the Buyer and the Seller wish to amend certain terms of the Agreement as set forth herein.

NOW, THEREFORE, IT IS AGREED AS FOLLOWS:

1.	CLAUSE 9 – DELIVERY

1.1	Aircraft Identification Numbers

The Seller has allocated a unique identification number (the “ CAC ID No. ”) that corresponds to each Aircraft, and such CAD ID No. is set forth in the quoted text in Paragraph 1.2 below.

Spirit Airlines – A320 Family

Amendment 6

1 of 5

PRIVILEGED AND CONFIDENTIAL

1.2	Rescheduling

Pursuant to Paragraph 2.3 (iii) of Letter Agreement No. 1 to Amendment No. 4 to the Agreement, the Buyer and the Seller have agreed to reschedule the first A321 Aircraft (CAC ID No. *****) from *****. Accordingly, Clause 9.1.1 of the Agreement is deleted and replaced with the following quoted text:

QUOTE

9.1.1

Subject to Clauses 2, 7, 8, 10 and 18, the Seller will have the Firm Aircraft Ready for Delivery at the Delivery Location within the following months (each a “ Scheduled Delivery Month ”).

The Scheduled Delivery Months for the A319 Aircraft are as follows:

Aircraft

Quantity of
Aircraft

Month

Year

CAC ID
No.

A319 Firm Aircraft

*****

A319 Firm Aircraft

*****

A319 Firm Aircraft

*****

A319 Firm Aircraft

*****

A319 Firm Aircraft

*****

A319 Firm Aircraft

*****

A319 Firm Aircraft

*****

A319 Firm Aircraft

*****

A319 Firm Aircraft

*****

A319 Firm Aircraft

*****

Total A319 Firm Aircraft

The Scheduled Delivery Months for the Additional A319 Firm Aircraft are as follows:

Aircraft

Quantity of
Aircraft

Month

Year

CAC ID
No.

Additional A319 Firm Aircraft

*****

Additional A319 Firm Aircraft

*****

Additional A319 Firm Aircraft

*****

Additional A319 Firm Aircraft

*****

Additional A319 Firm Aircraft

*****

Additional A319 Firm Aircraft

*****

Additional A319 Firm Aircraft

*****

Additional A319 Firm Aircraft

*****

Additional A319 Firm Aircraft

*****

Additional A319 Firm Aircraft

*****

Additional A319 Firm Aircraft

*****

Additional A319 Firm Aircraft

*****

Additional A319 Firm Aircraft

*****

Additional A319 Firm Aircraft

*****

Additional A319 Firm Aircraft

*****

Additional A319 Firm Aircraft

*****

Additional A319 Firm Aircraft

*****

Additional A319 Firm Aircraft

*****

Additional A319 Firm Aircraft

*****

Additional A319 Firm Aircraft

*****

Additional A319 Firm Aircraft

*****

Additional A319 Firm Aircraft

*****

Additional A319 Firm Aircraft

*****

Additional A319 Firm Aircraft

*****

Additional A319 Firm Aircraft

*****

Additional A319 Firm Aircraft

*****

Additional A319 Firm Aircraft

*****

Additional A319 Firm Aircraft

*****

Additional A319 Firm Aircraft

*****

Additional A319 Firm Aircraft

*****

Total Additional Firm A319

Aircraft

***** Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission.

Spirit Airlines – A320 Family

Amendment 6

2 of 5

PRIVILEGED AND CONFIDENTIAL

The Scheduled Delivery Months for the A321 Aircraft are as follows:

Aircraft

Quantity of
Aircraft

*****

Additional A321 Aircraft

*****

A321 Firm Aircraft

*****

A321 Firm Aircraft

*****

Additional A321 Aircraft**

*****

Total A321 Aircraft

** *****

UNQUOTE

1.3	Conversion Rights to A330-200 Aircraft:

Paragraph 2.3 (iii) of Letter Agreement No. 1 to Amendment No. 4 to the Agreement is deleted and replaced by the following quoted text:

QUOTE

***** Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission.

Spirit Airlines – A320 Family

Amendment 6

3 of 5

PRIVILEGED AND CONFIDENTIAL

(iii)

Conversion Rights to A330-200 Aircraft

*****

UNQUOTE

2.	EFFECT OF THE AMENDMENT

2.1	This Amendment contains the entire agreement between the parties with respect to the subject matter hereof and supersedes any previous understanding, commitments or representations whatsoever, whether oral or written between the Buyer and the Seller.

2.2

3.	CONFIDENTIALITY

The Seller and the Buyer (including their employees, agents and advisors) agree to keep the terms and conditions of this Amendment strictly confidential, except as required by applicable law or pursuant to legal process. The Seller and the Buyer will consult prior to any public disclosure regarding this Amendment and will mutually agree on any such disclosure; provided, however , that following execution of this Amendment, the Buyer may make such disclosure thereof as may be required by law or governmental orders, rules or regulations.

4.	GOVERNING LAW

THE AMENDMENT AND THE AGREEMENTS CONTEMPLATED HEREIN WILL BE GOVERNED BY AND CONSTRUED AND THE PERFORMANCE THEREOF WILL BE DETERMINED IN ACCORDANCE WITH THE PROVISIONS OF CLAUSE 22.4 OF THE AGREEMENT.

IT IS AGREED THAT THE UNITED NATIONS CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS WILL NOT APPLY TO THIS AMENDMENT.

5.	COUNTERPARTS

This Amendment may be executed by the parties hereto in separate counterparts, each of which when so executed shall be an original, but all such counterparts shall together constitute one and the same instrument. Such counterparts may be delivered via facsimile and/or electronic mail (provided that an original is subsequently delivered).

***** Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission.

Spirit Airlines – A320 Family

Amendment 6

4 of 5

PRIVILEGED AND CONFIDENTIAL

IN WITNESS WHEREOF, the parties have caused this Amendment to be signed by their respective officers thereunto duly authorized as of the day and year first above written.


SPIRIT AIRLINES, INC.		AIRBUS S.A.S.

By:	/s/ David W. Lancelot	By:	/s/ Christophe Mourey
Its:	Sr. Vice President & CFO	Its:	Senior Vice President Contracts

Spirit Airlines – A320 Family

Amendment 6

5 of 5

PRIVILEGED AND CONFIDENTIAL

AMENDMENT NO. 7

THE A320 FAMILY PURCHASE AGREEMENT

Dated as of May 5, 2004

BETWEEN AVSA S.A.R.L.

AND

SPIRIT AIRLINES, INC.

This Amendment No. 7 to the A320 Family Purchase Agreement dated as of May 5, 2004 (hereinafter referred to as the “ Amendment ”), is entered into as of June 26, 2007, by and between AIRBUS S.A.S. (legal successor to AVSA S.A.R.L.), organized and existing under the laws of the Republic of France, having its registered office located at 1, Rond Point Maurice Bellonte, 31700 Blagnac, France (hereinafter referred to as the “ Seller ”) and SPIRIT AIRLINES, INC., a corporation organized and existing under the laws of the State of Delaware, United States of America, having its principal corporate office located at 2800 Executive Way, Miramar, Florida 33025, U.S.A. (hereinafter referred to as the “ Buyer ”).

WHEREAS, the Buyer and AVSA S.A.R.L entered into an A320 Family Purchase Agreement, dated as of May 5, 2004, relating to the sale by the Seller and the purchase by the Buyer of certain firmly ordered Airbus A319400 and A321-200 model aircraft (the “ Aircraft ”), which, together with all Exhibits and Appendices attached thereto and Letter Agreements related thereto and as amended by Amendment No. 1 dated as of December 21, 2004, Amendment No. 2 dated as of April 15, 2005, Amendment No. 3 dated as of June 30, 2005, Amendment No. 4 dated as of October 27, 2006, Amendment No. 5 dated as of March 5, 2007, and Amendment No. 6 dated as of March 27, 2007, is hereinafter called the “ Agreement ”.

WHEREAS, the Buyer and the Seller wish to amend certain terms of the Agreement as set forth herein.

NOW, THEREFORE, IT IS AGREED AS FOLLOWS:

Spirit Airlines – A320 Family

Amendment 7 – Execution

PRIVILEGED AND CONFIDENTIAL

1.	A319 CONVERSION

1.1	The Buyer has requested, and the Seller hereby agrees, to irrevocably convert *** A319 Firm Aircraft * into *** Conversion A320 Aircraft.

1.2	The parties hereby agree to irrevocably convert *** A319 Firm Aircraft *** into Conversion A320 Aircraft.

1.3	The parties hereby agree to irrevocably convert *** Additional A319 Firm Aircraft into Converted Additional A320 Aircraft. ***

2.	A321 CONVERSION

2.1	The Buyer has requested, and the Seller hereby agrees, to irrevocably convert *** A321 Firm Aircraft * and * Additional A321 Aircraft *** into Conversion A320 Aircraft.

2.2	Paragraph 2.3 (iii) (Conversion Rights to A330-200 Aircraft) of Letter Agreement No. 1 to Amendment No. 4 to the Agreement is deleted in its entirety and is of no further effect.

3.	CONVERTED AIRCRAFT MATRIX

Appendix 1 hereto sets forth the Aircraft types and associated CAC ID No. for each Aircraft that has been converted pursuant to this Amendment. Appendix 1 is provided for information purposes only.

4.	DEFINITIONS

Clause 0 of the Agreement is amended by deleting the definition of “A320 Aircraft” and replacing it with the following quoted text:

QUOTE

A320 Aircraft – any firmly ordered A320 Aircraft that the Buyer elects to convert from an A319 Aircraft or an A321 Aircraft.

UNQUOTE

5.	CLAUSE 9 – DELIVERY

As a result of Paragraphs 1 and 2 above, Clause 9.1.1 of the Agreement is deleted and replaced with the following quoted text:

QUOTE

9.1.1

Subject to Clauses 2, 7, 8, 10 and 18, the Seller will have the Firm Aircraft Ready for Delivery at the Delivery Location within the following months (each a “ Scheduled Delivery Month ”).

***** Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission.

The Scheduled Delivery Months for the A319 Aircraft are as follows:

A319 Aircraft

Quantity
of Aircraft

Month

Year

CAC ID
No.

A319 Firm Aircraft

*****

A319 Firm Aircraft

*****

A319 Firm Aircraft

*****

A319 Firm Aircraft

*****

A319 Firm Aircraft

*****

A319 Firm Aircraft

*****

A319 Firm Aircraft

*****

Additional A319 Firm Aircraft

*****

Additional A319 Firm Aircraft

*****

Additional A319 Firm Aircraft

*****

Additional. A319 Firm Aircraft

*****

Additional A319 Firm Aircraft

*****

Additional A319 Firm Aircraft

*****

Additional A319 Firm Aircraft

*****

Additional A319 Firm Aircraft

*****

Additional A319 Firm Aircraft

*****

Additional A319 Firm Aircraft

*****

Additional A319 Firm Aircraft

*****

Additional A319 Firm Aircraft

*****

Additional A319 Firm Aircraft

*****

Additional A319 Firm Aircraft

*****

Additional A319 Firm Aircraft

*****

Additional A319 Firm Aircraft

*****

Additional A319 Firm Aircraft

*****

Total A319 Aircraft

*****

***** Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission.

The Scheduled Delivery Months for the A320 Aircraft are as follows:

A320 Aircraft

Quantity of
Aircraft

Month

Year

CAC ID
No.

Conversion A320 Aircraft

*****

Conversion A320 Aircraft

*****

Conversion A320 Aircraft

*****

Converted Additional A320 Aircraft

*****

Converted Additional A320 Aircraft

*****

Converted Additional A320 Aircraft

*****

Converted Additional A320 Aircraft

*****

Converted Additional A320 Aircraft

*****

`*****

Converted Additional A320 Aircraft

*****

Converted Additional A320 Aircraft

*****

Converted Additional A320 Aircraft

*****

Converted Additional A320 Aircraft

*****

Converted Additional A320 Aircraft

*****

Converted Additional A320 Aircraft

*****

Conversion A320 Aircraft

*****

Converted Additional A320 Aircraft

*****

Converted Additional A320 Aircraft

*****

Conversion A320 Aircraft

*****

Conversion A320 Aircraft

*****

Conversion A320 Aircraft

*****

Total A320 Aircraft

*****

UNQUOTE

6.	CONDITION PRECEDENT

It is a condition precedent to the effectivity of this Amendment that (i) the Buyer and Seller, no later than June 29, 2007, (a) receive approval of their respective Boards of Directors to enter into this Amendment and (b) execute this Amendment, (ii) no event shall have occurred which constitutes a Termination Event under the Agreement and (iii) the Seller shall have received from the Buyer receipt of any Predelivery Payments that are due and payable upon execution of this Amendment.

In the event that any of the above conditions are not met, then this Amendment and the terms herein will be null and void with immediate effect and the Agreement will remain in full and force and effect as if this Amendment had not been signed by the parties hereto.

***** Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission.

7.	EFFECT OF THE AMENDMENT

7.1	This Amendment contains the entire agreement between the parties with respect to the subject matter hereof and supersedes any previous understanding, commitments or representations whatsoever, whether oral or written between the Buyer and the Seller.

7.2

8.	CONFIDENTIALITY

The Seller and the Buyer (including their employees, agents and advisors) agree to keep the terms and conditions of this Amendment strictly confidential, except as required by applicable law or pursuant to legal process. The Seller and the Buyer will consult prior to any public disclosure regarding this Amendment and will mutually agree on any such disclosure; provided, however, that following execution of this Amendment, the Buyer may make such disclosure thereof as may be required by law or governmental orders, rules or regulations.

9.	GOVERNING LAW

THIS AMENDMENT AND THE AGREEMENTS CONTEMPLATED HEREIN WILL BE GOVERNED BY AND CONSTRUED AND THE PERFORMANCE THEREOF WILL BE DETERMINED IN ACCORDANCE WITH THE PROVISIONS OF CLAUSE 22.4 OF THE AGREEMENT.

IT IS AGREED THAT THE UNITED NATIONS CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS WILL NOT APPLY TO THIS AMENDMENT.

10.

COUNTERPARTS

IN WITNESS WHEREOF, the parties have caused this Amendment to be signed by their respective officers thereunto duly authorized as of the day and year first above written.


	SPIRIT AIRLINES, INC.		AIRBUS S.A.S.

By:	/s/ David Lancelot	By:	/s/ Christophe Mourey
Its:	SVP & CFO	Its:	SVP Contracts

APPENDIX 1

A319 Aircraft that are converted to A320 Aircraft pursuant to Amendment No. 7 to the Agreement


From A319 Aircraft:	To A320 Aircraft:	CAC ID No.
*****	*****	*****

Spirit Airlines – A320 Family Aircraft

Letter Agreement 1 to Amendment 7 – EXECUTION

LA 1-7

PRIVILEGED AND CONFIDENTIAL

*****

Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission.

A321 Aircraft that are converted to A320 Aircraft pursuant to Amendment No. 7 to the Agreement


From A321 Aircraft:	To A320 Aircraft:	CAC ID No.
*****	*****	*****

***** Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission.

Spirit Airlines – A320 Family aircraft

Amendment 7 – EXECUTION

LA 1-2

PRIVILEGED AND CONFIDENTIAL

LETTER AGREEMENT NO. 1

AMENDMENT NO. 7

As of June 26, 2007

Spirit Airlines, Inc. 2800 Executive Way Miramar, Florida 33025

RE: COMMERCIAL PROVISIONS

Dear Ladies and Gentlemen,

SPIRIT AIRLINES, INC. (the “ Buyer ”), and AIRBUS S.A.S. (legal successor to AVSA S.A.R.L.) (the “ Seller ”), have entered into Amendment No. 7, dated as of even date herewith (the “ Amendment ”), to the Airbus A320 Family Purchase Agreement dated as of May 5, 2004 as amended from time to time (the “ Agreement ”), which Agreement covers among other things, the sale by the Seller and the purchase by the Buyer of certain Aircraft, under the terms and conditions set forth in said Agreement. The Buyer and the Seller have agreed to set forth in this Letter Agreement No. 1 to the Amendment (the “ Letter Agreement ”) certain additional terms and conditions regarding the purchase and sale of the Aircraft. Capitalized terms used herein and not otherwise defined in this Letter Agreement will have the meanings assigned thereto in the Agreement. Except when used in quoted text, the terms “herein,” “hereof’ and “hereunder” and words of similar import refer to this Letter Agreement.

Spirit Airlines – A320 Family Aircraft

Letter Agreement 1 to Amendment 7 – EXECUTION

LA1-7

PRIVILEGED AND CONFIDENTIAL

1.	ADVANCED A319/A321 CREDIT MEMORANDUM

1.1	Paragraph 3.11 of Letter Agreement No. 2 to Amendment No. 4 to the Agreement is deleted and replaced by the following quoted text:

QUOTE

3.3.1 When the Buyer or its permitted assignee has taken Delivery of the ***** Conversion A320 Aircraft bearing *****, the Seller will grant to the Buyer ***** (the “ Advanced A319/A321 Credit Memorandum ”).

UNQUOTE

1.2 Paragraph 3.3.5 of Letter Agreement No. 2 to Amendment No. 4 to the Agreement is deleted and replaced by the following quoted text:

QUOTE

3.3.5 If, by ***** (the “ A319/A321 CM Earned Date ”), the Buyer or its permitted designee has not taken Delivery of the ***** Conversion A320 Aircraft *****, the Buyer will repay the Seller within ***** from the A319/A321 CM Earned Date the pro-rata unearned portion of the Advanced A319/A321 Credit Memoranda plus any additional amount resulting from adjusting such Advanced A319/A321 Credit Memoranda in accordance with the Seller Price Revision Formula from January 2006 delivery conditions until the date of such payment to the Seller.

For purposes of this Paragraph 3.3.5, the parties understand that the Buyer will be deemed to have fulfilled its obligation to take delivery of any of the ***** Conversion A320 Aircraft *****

UNQUOTE

2.	A320 FAMILY PRICE HARMONIZATION CREDIT MEMORANDUM

2.1	Paragraph 4.1 of Letter Agreement No. 2 to Amendment No. 4 to the Agreement is deleted and replaced by the following quoted text:

QUOTE

4.1

*****

UNQUOTE

2.2

Paragraph 4.3 of Letter Agreement No. 2 to Amendment No. 4 to the Agreement is deleted and has no further force or effect. The Buyer and the Seller acknowledge that in consideration of the Seller granting the Buyer the right to convert the ***** A321 Film Aircraft and the ***** Additional A321 Aircraft into Conversion A320 Aircraft, *****

***** Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission.

Spirit Airlines – A320 Family Aircraft

Amendment 7 – EXECUTION

LA1-2

PRIVILEGED AND CONFIDENTIAL

2.3 Paragraph 4.4 of Letter Agreement No. 2 to Amendment No. 4 to the Agreement is deleted and replaced by the following quoted text:

QUOTE

4.4

*****

UNQUOTE

3.	OTHER ESCALATION SUPPORT

Paragraph 5.1 of Letter Agreement No. 2 to Amendment No. 4 to the Agreement is deleted and replaced by the following quoted text:

QUOTE

5.1

*****

UNQUOTE

4.	PREDELIVERY PAYMENTS

Paragraph 1 of Letter Agreement No. 2 to the Agreement is amended by deleting Paragraph 5.2.2.2 and replacing it with the following quoted text:

QUOTE

5.2.2.2 The fixed Predelivery Payment Reference Price for the:

(i) *****

(ii) *****

(iii) *****

(iv) *****

UNQUOTE

5.	ASSIGNMENT

Notwithstanding any other provision of this Letter Agreement or of the Agreement, this Letter Agreement and the rights and obligations of the Buyer hereunder will not be assigned or transferred in any manner without the prior written consent of the Seller, and any attempted assignment or transfer in contravention of the provisions of this Paragraph 5 will be void and of no force or effect.

***** Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission.

Spirit Airlines – A320 Family Aircraft

Amendment 7 – EXECUTION

LA1-3

PRIVILEGED AND CONFIDENTIAL

6.	CONFIDENTIALITY.

The Seller and the Buyer (including their employees, agents and advisors) agree to keep the terms and conditions of this Letter Agreement strictly confidential, except as required by applicable law or pursuant to legal process. The Seller and .the Buyer will consult prior to any public disclosure regarding this Letter Agreement and mutually agree on such disclosure; provided, however that, following execution of this Letter Agreement, the Buyer may make such disclosure thereof as may be required by law or governmental orders, rules or regulations.

7.	GOVERNING LAW

THIS LETTER AGREEMENT AND THE AGREEMENTS CONTEMPLATED HEREIN WILL BE GOVERNED BY AND CONSTRUED AND THE PERFORMANCE THEREOF WILL BE DETERMINED IN ACCORDANCE WITH THE PROVISIONS OF CLAUSE 22.4 OF THE AGREEMENT.

IT IS AGREED THAT THE UNITED NATIONS CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS WILL NOT APPLY TO THIS LETTER AGREEMENT.

8.	COUNTERPARTS

This Letter Agreement may be executed by the parties hereto in separate counterparts, each of which when so executed and delivered shall be an original, but all such counterparts shall together constitute one and the same instrument. Such counterparts may be delivered via facsimile and/or electronic mail (provided that an original is subsequently delivered).

Spirit Airlines – A320 Family Aircraft

Amendment 7 – EXECUTION

LA1-4

PRIVILEGED AND CONFIDENTIAL

If the foregoing correctly sets forth your understanding, please execute the original and one (1) copy hereof in the space provided below and return a copy to the Seller.


Very truly yours,

AIRBUS S.A.S.

By:		/s/ Christophe Mourey
Its:		Senior Vice President Contracts


Accepted and Agreed

SPIRIT AIRLINES, INC.

By:		/s/ David Lancelot
Its:		SVP & CFO

Spirit Airlines – A320 Family Aircraft

Amendment 7 – EXECUTION

LA1-5

PRIVILEGED AND CONFIDENTIAL

AMENDMENT NO. 8

THE A320 FAMILY PURCHASE AGREEMENT

Dated as of May 5, 2004

BETWEEN AVSA S.A.R.L.

AND

SPIRIT AIRLINES, INC.

This Amendment No. 8 to the A320 Family Purchase Agreement dated as of May 5, 2004 (hereinafter referred to as the “ Amendment ”) is entered into as of February 4, 2008 by and between AIRBUS S.A.S. (legal successor to AVSA S.A.R.L.), organized and existing under the laws of the Republic of France, having its registered office located at 1, Rond Point Maurice Bellonte, 31700 Blagnac, France (hereinafter referred to as the “ Seller ”) and SPIRIT AIRLINES, INC., a corporation organized and existing under the laws of the State of Delaware, United States of America, having its principal corporate office located at 2800 Executive Way, Miramar, Florida 33025, U.S.A. (hereinafter referred to as the “ Buyer ”).

WHEREAS, the Buyer and AVSA S.A.R.L have entered into an A320 Family Purchase Agreement, dated as of May 5, 2004, relating to the sale by the Seller and the purchase by the Buyer of certain firmly ordered Airbus A319-100 and A321-200 model aircraft (the “ Aircraft ”), which, together with all Exhibits, Appendices, Letter Agreements attached thereto and as amended by Amendment No. 1 dated as of December 21, 2004, Amendment No. 2 dated as of April 15, 2005, Amendment No. 3 dated as of June 30, 2005, Amendment No. 4 dated as of October 27, 2006, Amendment No. 5 dated as of March 5, 2007, Amendment No. 6 dated as of March 27, 2007, Amendment No. 7 dated as of June 26, 2007, is hereinafter called the “ Agreement ”.

WHEREAS, the Buyer and the Seller wish to amend certain terms of the Agreement as set forth herein.

NOW, THEREFORE IT IS AGREED AS FOLLOWS:

Spirit Airlines – A320 Family

Amendment 8

PRIVILEGED AND CONFIDENTIAL

1.	NEW BASE PRICE OF THE PROPULSION SYSTEMS

Clauses 3.1.1.3.1, 3.1.1.3.2 and 3.1.1.3.3 of the Agreement are deleted in their entirety and replaced with the following quoted text:

QUOTE

3.1.1.3.1

A319 Propulsion Systems

The Base Price of the IAE V2524-A5 Propulsion Systems, at delivery conditions prevailing in January 2006, is:

*****

3.1.1.3.2

A320 Propulsion Systems

The Base Price of the IAE V2527-A5 Propulsion Systems, at delivery conditions prevailing in January 2006, is:

*****

Said Base Price has been calculated from the Reference Price for the A320 Propulsion Systems indicated by International Aero Engines of ***** in accordance with delivery conditions prevailing in January 2006.

3.1.1.3.3

A321 Propulsion Systems

The Base Price of the IAE V2533-A5 Propulsion Systems for the A321 Aircraft, at delivery conditions prevailing in January 2006, is:

*****

Said Base Price has been calculated from the Reference Price for the A321 Propulsion Systems indicated by International Aero Engines of ***** in accordance with delivery conditions prevailing in January 2006.

UNQUOTE

2.	PRICE REVISION

Exhibit H-1 to the Agreement, Propulsion Systems Price Revision Formula, is deleted and replaced by the Exhibit H-2, Propulsion Systems Price Revision Formula annexed hereto.

2.	EFFECT OF THE AMENDMENT

***** Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission.

Spirit Airlines – A320 Family

Amendment 8

PRIVILEGED AND CONFIDENTIAL

3.	CONFIDENTIALITY

The Seller and the Buyer (including their employees, agents and advisors) agree to keep the terms and conditions of this Amendment strictly confidential, except as required by applicable law or pursuant to legal process. The Seller and the Buyer will consult prior to any public disclosure regarding this Amendment and will mutually agree on any such disclosure; provided , however , that following execution of this Amendment, the Buyer may make such disclosure thereof as may be required by law or governmental orders, rules or regulations.

4.	GOVERNING LAW

THIS AMENDMENT AND THE AGREEMENTS CONTEMPLATED HEREBY WILL BE GOVERNED BY AND CONSTRUED AND THE PERFORMANCE THEREOF WILL BE DETERMINED IN ACCORDANCE WITH THE PROVISIONS OF CLAUSE 22.4 OF THE AGREEMENT.

IT IS AGREED THAT THE UNITED NATIONS CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS WILL NOT APPLY TO THIS AMENDMENT.

5.	COUNTERPARTS

Spirit Airlines – A320 Family

Amendment 8

PRIVILEGED AND CONFIDENTIAL

IN WITNESS WHEREOF, the parties have caused this Amendment to be signed by their respective officers thereunto duly authorized as of the day and year first above written.


SPIRIT AIRLINES, INC.		AIRBUS S.A.S.

By:	/s/ David Lancelot	By:	/s/Christophe Mourey
Its: Sr. Vice President & CFO		Its: Senior Vice President Contracts

Spirit Airlines – A320 Family

Amendment 8

PRIVILEGED AND CONFIDENTIAL

EXHIBIT H-2

PROPULSION SYSTEMS PRICE REVISION FORMULA

INTERNATIONAL AERO ENGINES

1	REFERENCE PRICE

The Reference Price of a set of two (2) INTERNATIONAL AERO ENGINES V2524-A5, V2527-A5 and V2533-A5 engines are as quoted in Clause 3.1.1.3 of the Agreement, as may be amended from time to time.

2	REFERENCE PERIOD

The Reference Prices have been established in accordance with the average economic conditions prevailing *****, as defined, according to International Aero Engines by the ECIb and ICb index values indicated in Paragraph 4 of this Exhibit H-2.

3	INDEXES

Labor Index : “Employment Cost Index Wages and Salaries for Workers in Aerospace Manufacturing” (ECI 336411W, series ID: CIU2023211000000I not seasonally adjusted) hereinafter referred to as “ECI,” published quarterly by the US Department of Labor, Bureau of Labor Statistics (http://data.bls.gov *****): Employment Cost Indexes for Wages and Salaries for private industry workers by industry and occupational group, or such other name that may be from time to time used for the publication title and/or table.

The quarterly value of CIU2023211000000I will apply to each month of a given quarter.

Material Index : “Producer Price Index, Industrial Commodities” (series ID: WPU03thru15, not seasonally adjusted) hereinafter referred to as “IC,” as published in “PPI Commodity Detailed Report” by the US Department of Labor, Bureau of Labor Statistics (http://data.bls.gov, base year 1982 =100) or such other name that may be from time to time used for the publication title and/or table.

4	REVISION FORMULA

*****

In determining the revised Reference Price, ECIn and ICn shall be calculated to the nearest tenth (1 decimal). Each quotient ***** (4 decimals).

***** Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission.

Spirit Airlines – A320 Family

Amendment 8

Exh. H-2

Page 1/3

EXHIBIT H-2

PROPULSION SYSTEMS PRICE REVISION FORMULA

INTERNATIONAL AERO ENGINES

If the next succeeding place is five (5) or more the preceding decimal place shall be raised to the next higher figure.

After final computation Pn shall be rounded to the nearest whole number (0.5 rounds to 1)

5.	GENERAL PROVISIONS

5.1	The Reference Price as revised as of the Delivery Date of the Aircraft shall be the final price and shall not be subject to any further adjustments in the indexes.

If no final index values are available for any of the applicable months, the then published preliminary figures shall be the basis on which the revised Reference Price shall be computed.

5.2

Appropriate revision of the formula shall be made to accomplish this result.

5.3	Should the above escalation provisions become null and void by action of the US Government, the price shall be adjusted due to increases in the costs of labor and material which have occurred from the period represented by the applicable Reference Price Indexes *****

5.4	Should the revised Reference Price be lower than the Reference Price, the final price shall be computed with the Reference Price.

***** Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission.

Spirit Airlines – A320 Family

Amendment 8

Exh. H-2

Page 2/3

AMENDMENT NO. 9

THE A320 FAMILY PURCHASE AGREEMENT

Dated as of May 5, 2004

BETWEEN AVSA S.A.R.L.

AND

SPIRIT AIRLINES, INC.

This Amendment No. 9 to the A320 Family Purchase Agreement dated as of May 5, 2004 (hereinafter referred to as the “ Amendment ”), is entered into as of June 24, 2008, by and between AIRBUS S.A.S. (legal successor to AVSA S.A.R.L.), organized and existing under the laws of the Republic of France, having its registered office located at 1 Rond Point Maurice Bellonte, 31700 Blagnac, France (hereinafter referred to as the “ Seller ”) and SPIRIT AIRLINES, INC., a corporation organized and existing under the laws of the State of Delaware, United States of America, having its principal corporate office located at 2800 Executive Way, Miramar, Florida 33025, U.S.A. (hereinafter referred to as the “ Buyer ”).

WHEREAS, the Buyer and AVSA S.A.R.L have entered into an A320 Family Purchase Agreement, dated as of May 5, 2004, relating to the sale by the Seller and the purchase by the Buyer of certain firmly ordered Airbus A319-100 and A321-200 model aircraft (the “ Aircraft ”), which, together with all Exhibits, Appendices, and Letter Agreements attached thereto and as amended by Amendment No. 1 dated as of December 21, 2004, Amendment No. 2 dated as of April 15, 2005, Amendment No. 3 dated as of June 30, 2005, Amendment No. 4 dated as of October 27, 2006, Amendment No. 5 dated as of March 5, 2007, Amendment No. 6 dated as of March 27, 2007, Amendment No. 7 dated as of June 26, 2007, and Amendment No. 8 dated as of February 4, 2008, is hereinafter called the “ Agreement .”

WHEREAS, the Buyer and the Seller wish to amend certain terms of the Agreement as set forth herein.

NOW, THEREFORE, IT IS AGREED AS FOLLOWS:

1.	CLAUSE 0 – DEFINITIONS

Spirit Airlines – A320 Family

Amendment 9

1 of 5

PRIVILEGED AND CONFIDENTIAL

The definition of “Firm Aircraft” is deleted and replaced with the following quoted text:

QUOTE

Firm Aircraft – *****

UNQUOTE

2.	CLAUSE 9 – DELIVERY

The Buyer and the Seller have agreed to revise the Aircraft delivery schedule. Accordingly, Clause 9.1.1 of the Agreement is deleted and replaced with the following quoted text:

QUOTE

9.1.1

Subject to Clauses 2, 7, 8, 10 and 18, the Seller will have the Firm Aircraft Ready for Delivery at the Delivery Location within the following months (each a “ Scheduled Delivery Month ”).

The Scheduled Delivery Months for the A319 Aircraft are as follows:

A319 Aircraft

Quantity of
Aircraft

Month

Year

CAC ID
No.

A319 Firm Aircraft

October

2006

179484

A319 Firm Aircraft

October

2006

179485

A319 Firm Aircraft

November

2006

179486

A319 Firm Aircraft

November

2006

179487

A319 Firm Aircraft

December

2006

179488

A319 Firm Aircraft

February

2008

179493

A319 Firm Aircraft

February

2008

179494

Additional A319 Firm Aircraft

*****

Additional A319 Firm Aircraft

*****

Additional A319 Firm Aircraft

*****

Additional A319 Firm Aircraft

*****

Additional A319 Firm Aircraft

*****

Additional A319 Firm Aircraft

*****

Additional A319 Firm Aircraft

*****

Additional A319 Firm Aircraft

*****

Additional A319 Firm Aircraft

*****

Additional A319 Firm Aircraft

*****

Additional A319 Firm Aircraft

*****

Additional A319 Firm Aircraft

*****

Additional A319 Firm Aircraft

*****

Additional A319 Firm Aircraft

*****

Additional A319 Firm Aircraft

*****

Additional A319 Firm Aircraft

*****

Additional A319 Firm Aircraft

*****

***** Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission.

Spirit Airlines – A320 Family

Amendment 9

2 of 5

PRIVILEGED AND CONFIDENTIAL

A319 Aircraft

Quantity of
Aircraft

Month

Year

CAC ID
No.

Total A319 Aircraft

The Scheduled Delivery Months for the A320 Aircraft are as follows:

A320 Aircraft

Quantity of
Aircraft

Month

Year

CAC
ID No.

Conversion A320 Aircraft

*****

Conversion A320 Aircraft

*****

Conversion A320 Aircraft

*****

Conversion A320 Aircraft

*****

Conversion A320 Aircraft

*****

Conversion A320 Aircraft

*****

Conversion A320 Aircraft

*****

Converted Additional A320 Aircraft

*****

Converted Additional A320 Aircraft

*****

Converted Additional A320 Aircraft

*****

Converted Additional A320 Aircraft

*****

Converted Additional A320 Aircraft

*****

Converted Additional A320 Aircraft

*****

Converted Additional A320 Aircraft

*****

Converted Additional A320 Aircraft

*****

Converted Additional A320 Aircraft

*****

Converted Additional A320 Aircraft

*****

Converted Additional A320 Aircraft

*****

Converted Additional A320 Aircraft

*****

Converted Additional A320 Aircraft

*****

Total A320 Aircraft

UNQUOTE

***** Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission.

Spirit Airlines – A320 Family

Amendment 9

3 of 5

PRIVILEGED AND CONFIDENTIAL

3.	EFFECT OF THE AMENDMENT

3.1	Subject to the provisions of Paragraph 3.2 below, the effective date of this Amendment (the “ Effective Date ”) will be that date on which the last party hereto affixes its signature on the signature page below.

3.2	Notwithstanding the provisions of Paragraph 3.1 above, if a Termination Event under the Agreement occurs prior to the Effective Date, then this Amendment and the terms herein will be null and void.

3.3	This Amendment contains the entire agreement between the parties with respect to the subject matter hereof and supersedes any previous understanding, commitments or representations whatsoever, whether oral or written between the Buyer and the Seller.

3.4

4.	CONFIDENTIALITY

The Seller and the Buyer (including their employees, agents and advisors) agree to keep the terms and conditions of this Amendment strictly confidential, except as required by applicable law or pursuant to legal process. The Seller and the Buyer will consult prior to any public disclosure regarding this Amendment and will mutually agree on any such disclosure; provided, however, that following execution of this Amendment, the Buyer may make such disclosure thereof as may be required by law or governmental orders, rules or regulations.

5.	GOVERNING LAW

5.1	THIS AMENDMENT AND THE AGREEMENTS CONTEMPLATED HEREIN WILL BE GOVERNED BY AND CONSTRUED AND THE PERFORMANCE THEREOF WILL BE DETERMINED IN ACCORDANCE WITH THE PROVISIONS OF CLAUSE 22.4 OF THE AGREEMENT.

5.2	IT IS AGREED THAT THE UNITED NATIONS CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS WILL NOT APPLY TO THIS AMENDMENT.

6.	COUNTERPARTS

This Amendment may be executed by the parties hereto in separate counterparts, each of which when so executed will be an original, but all such counterparts will together

Spirit Airlines – A320 Family

Amendment 9

4 of 5

PRIVILEGED AND CONFIDENTIAL

constitute one and the same instrument. Such counterparts may be delivered via facsimile and/or electronic mail (provided that an original is subsequently delivered).

Spirit Airlines – A320 Family

Amendment 9

5 of 5

PRIVILEGED AND CONFIDENTIAL

IN WITNESS WHEREOF, the parties have caused this Amendment to be signed by their respective officers thereunto duly authorized as of the day and year first above written.

Spirit Airlines – A320 Family

Amendment 9

6 of 5

PRIVILEGED AND CONFIDENTIAL

LETTER AGREEMENT NO. 1

AMENDMENT NO. 9

As of June 24, 2008

Spirit Airlines, Inc.

2800 Executive Way

Miramar, Florida 33025

RE: MISCELLANEOUS PROVISIONS

Dear Ladies and Gentlemen,

SPIRIT AIRLINES, INC. (the “ Buyer ”), and AIRBUS S.A.S. (legal successor to AVSA S.A.RL.) (the “ Seller ”), have entered into Amendment No. 9, dated as of even date herewith (the “ Amendment ”), to the Airbus A320 Family Purchase Agreement dated as of May 5, 2004 as amended from time to time (the “ Agreement ”), which Agreement covers among other things, the sale by the Seller and the purchase by the Buyer of certain Aircraft, under the terms and conditions set forth in said Agreement. The Buyer and the Seller have agreed to set forth in this Letter Agreement No. I to the Amendment (the “ Letter Agreement ”) certain additional terms and conditions regarding the purchase and sale of the Aircraft. Capitalized terms used herein and not otherwise defined in this Letter Agreement will have the meanings assigned thereto in the Agreement. Except when used in quoted text, the terms “herein,” “hereof” and “hereunder” and words of similar import refer to this Letter Agreement.

1	RETURN OF PREDELIVERY PAYMENTS

1.1	Cash Predelivery Payments

*****

1.2	Deferred Predelivery Payment

*****

2	ESCALATION PROTECTION

2.1	Escalation Caps

***** Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission.

Spirit Airlines – A320 Family

LA No. 1 to Amendment No. 9

PRIVILEGED AND CONFIDENTIAL

Paragraph 1 of Letter Agreement No. 2 to Amendment No. 4 to the Agreement is deleted in its entirety and replaced by the following quoted text:

QUOTE

ESCALATION CAPS

1.1

Additional A319 Firm Aircraft

*****

1.2

A table setting forth the escalation factors derived from application of the Seller Price Revision Formula for each month between ***** based on ***** is provided, for illustrative purposes only, in Exhibit A attached hereto.

1.3

Converted Additional A320 Aircraft and Converted Additional A321 Aircraft

For each Converted Additional Aircraft, the Base Prices of the A320 Airframe and any and all applicable SCNs pursuant to Clause 3.1.1.2.2(i) and (ii) of the Agreement, respectively, and the amount of the credit memorandum set forth in Paragraph 3.2(i)(b) below, and the Base Prices of the A321 Airframe and any and all applicable SCNs pursuant to Clause 3.1.1.2.3(i) and (ii) of the Agreement, respectively, and the amount of the credit memorandum set forth in Paragraph 3.2(i)(c) below, and any other amounts that adjust in accordance with the Seller Price Revision Formula (collectively, the “ RA _A32 ₀ _/A321 ”) will be revised from January 1, 2006 to the Delivery Date of each Converted Additional Aircraft in accordance with the Seller Price Revision Formula, *****

(i)

*****

(ii)

*****

1.4

UNQUOTE

2.2	Other Escalation Support

Paragraph 5.1 of Letter Agreement No. 2 to Amendment No. 4 to the Agreement in respect of seven (7) A319 Film Aircraft and seven (7) Conversion A320 Aircraft and/or Conversion A321 Aircraft is deleted in its entirety and replaced by the following quoted text:

QUOTE

***** Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission.

Spirit Airlines – A320 Family

LA No. 1 to Amendment No. 9

PRIVILEGED AND CONFIDENTIAL

5.1

*****

(i)

*****

(ii)

*****

*****.

3	PDP FINANCING COMMITMENT

3.1

*****

3.2

*****

3.2.1

*****

3.2.2

*****

3.2.3

*****

3.2.4

The provisions of Paragraph 5 herein will apply to any Aircraft that may be converted into Conversion A320 Aircraft under this Paragraph 3.

4	CREDIT MEMORANDUM

*****

5	MTOW REDUCTION FOR A320 AIRCRAFT

*****

***** Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission.

Spirit Airlines – A320 Family

LA No. 1 to Amendment No. 9

PRIVILEGED AND CONFIDENTIAL

(i)

*****

(ii)

*****

6	OPERATION ON NARROW RUNWAYS

On March 19, 2008, the Seller proposed to sell to the Buyer, via Letter Agreement No. NKS0802-01-01 A319 – GENERAL – OPERATION ON NARROW RUNWAYS, a Service Bulletin (the “ Narrow Runway SB ”) to allow ***** A319 model aircraft in the Buyer’s fleet to operate on runways less than forty-five (45) meters wide (width included between thirty (30) meters and forty-five (45) meters). By the terms of such proposal, the proposal expired on April 28, 2008.

As further consideration for the Buyer’s agreement to reschedule Aircraft deliveries pursuant to the Amendment, (i) the Seller agrees to provide the Narrow Runway SB to the Buyer ***** A319 model aircraft listed in Exhibit C to this Letter Agreement, and (ii) as of the date hereof, ***** SCNs will be deemed executed to provide for the Buyer’s operation of the undelivered A319 Aircraft and A320 Aircraft, respectively, on runways less than forty-five (45) meters wide.

7	LETTER AGREEMENT NO. 2 TO AMENDMENT NO. 4

7.1	Paragraph 3.3.5 of Letter Agreement No. 2 to Amendment No. 4 to the Agreement is deleted and replaced by the following quoted text:

*****

UNQUOTE

***** Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission.

Spirit Airlines – A320 Family

LA No. 1 to Amendment No. 9

PRIVILEGED AND CONFIDENTIAL

7.2	Paragraphs 4.1 and 4.2 of Letter Agreement No. 2 to Amendment No. 4 to the Agreement are deleted in their entirety and replaced by the following quoted text:

QUOTE

4.1

*****

4.2.

*****

UNQUOTE

8	RESCISSION OF MAY 2008 NOTICE

Contemporaneously with execution of the Amendment, the Seller agrees that the May 6, 2008, and the May 14, 2008, notices sent to the Buyer will be deemed rescinded. Such notices will be null and void and of no further force or consequence. The Seller’s rescission, however, does not waive any of its rights under the Agreement with respect to future breaches by the Buyer of any matter contained in the Agreement.

9	CONFIDENTIALITY

The Seller and the Buyer (including their employees, agents and advisors) agree to keep the terms and conditions of this Amendment strictly confidential, except as required by applicable law or pursuant to legal process. The Seller and the Buyer will consult prior to any public disclosure regarding this Amendment and mutually agree on such disclosure; provided, however that, following execution of this Amendment, the Buyer may make such disclosure thereof as may be required by law or governmental orders, rules or regulations.

10	GOVERNING LAW

THIS LETTER AGREEMENT AND THE AGREEMENTS CONTEMPLATED HEREBY WILL BE GOVERNED BY AND CONSTRUED AND THE PERFORMANCE THEREOF WILL BE DETERMINED IN ACCORDANCE WITH THE PROVISIONS OF CLAUSE 22.4 OF THE AGREEMENT.

IT IS AGREED THAT THE UNITED NATIONS CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS WILL NOT APPLY TO THIS LETTER AGREEMENT.

11	COUNTERPARTS

This Letter Agreement No. 1 to Amendment No. 9 may be executed by the parties hereto in separate counterparts, each of which when so executed will be an original, but all such counterparts will together constitute one and the same instrument. Such counterparts may be delivered via facsimile and/or electronic mail (provided that an original is subsequently delivered).

***** Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission.

Spirit Airlines – A320 Family

LA No. 1 to Amendment No. 9

PRIVILEGED AND CONFIDENTIAL

If the foregoing correctly sets forth your understanding, please execute the original and one (1) copy hereof in the space provided below and return a copy to the Seller.


Very truly yours,

AIRBUS S.A.S.

By:		/s/ Christophe Mourey
Its:		Senior Vice President Contracts


Accepted and Agreed,

SPIRIT AIRLINES, INC.

By:		/s/ David Lancelot
Its:		SVP & CFO

Spirit Airlines – A320 Family

LA No. 1 to Amendment No. 9

PRIVILEGED AND CONFIDENTIAL

EXHIBIT A

Annual Average Compound ***** Per Year


Delivery Month/Year	Escalation Factor	Delivery Month/Year	Escalation Factor	Delivery Month/Year	Escalation Factor
January-2006	*****	January-2010	*****	January-2014	*****
February-2006	*****	February-2010	*****	February-2014	*****
March-2006	*****	March-2010	*****	March-2014	*****
April-2006	*****	April-2010	*****	April-2014	*****
May-2006	*****	May-2010	*****	May-2014	*****
June-2006	*****	June-2010	*****	June-2014	*****
July-2006	*****	July-2010	*****	July-2014	*****
August-2006	*****	August-2010	*****	August-2014	*****
September-2006	*****	September-2010	*****	September-2014	*****
October-2006	*****	October-2010	*****	October-2014	*****
November-2006	*****	November-2010	*****	November-2014	*****
December-2006	*****	December-2010	*****	December-2014	*****

January-2007	*****	January-2011	*****	January-2015	*****
February-2007	*****	February-2011	*****	February-2015	*****
March-2007	*****	March-2011	*****	March-2015	*****
April-2007	*****	April-2011	*****	April-2015	*****
May-2007	*****	May-2011	*****	May-2015	*****
June-2007	*****	June-2011	*****	June-2015	*****
July-2007	*****	July-2011	*****	July-2015	*****
August-2007	*****	August-2011	*****	August-2015	*****
September-2007	*****	September-2011	*****	September-2015	*****
October-2007	*****	October-2011	*****	October-2015	*****
November-2007	*****	November-2011	*****	November-2015	*****
December-2007	*****	December-2011	*****	December-2015	*****

January-2008	*****	January-2012	*****
February-2008	*****	February-2012	*****
March-2008	*****	March-2012	*****
April-2008	*****	April-2012	*****
May-2008	*****	May-2012	*****
June-2008	*****	June-2012	*****
July-2008	*****	July-2012	*****
August-2008	*****	August-2012	*****
September-2008	*****	September-2012	*****
October-2008	*****	October-2012	*****
November-2008	*****	November-2012	*****
December-2008	*****	December-2012	*****

January-2009	*****	January-2013	*****
February-2009	*****	February-2013	*****
March-2009	*****	March-2013	*****
April-2009	*****	April-2013	*****
May-2009	*****	May-2013	*****
June-2009	*****	June-2013	*****
July-2009	*****	July-2013	*****
August-2009	*****	August-2013	*****
September-2009	*****	September-2013	*****
October-2009	*****	October-2013	*****
November-2009	*****	November-2013	*****
December-2009	*****	December-2013	*****

***** Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission.

Spirit Airlines – A320 Family

LA No. 1 to Amendment No. 9

PRIVILEGED AND CONFIDENTIAL

EXHIBIT B

Annual Average Compound ***** Per Year


Delivery Month/Year	Escalation Factor	Delivery Month/Year	Escalation Factor	Delivery Month/Year	Escalation Factor
January-2006	*****	January-2010	*****	January-2014	*****
February-2006	*****	February-2010	*****	February-2014	*****
March-2006	*****	March-2010	*****	March-2014	*****
April-2006	*****	April-2010	*****	April-2014	*****
May-2006	*****	May-2010	*****	May-2014	*****
June-2006	*****	June-2010	*****	June-2014	*****
July-2006	*****	July-2010	*****	July-2014	*****
August-2006	*****	August-2010	*****	August-2014	*****
September-2006	*****	September-2010	*****	September-2014	*****
October-2006	*****	October-2010	*****	October-2014	*****
November-2006	*****	November-2010	*****	November-2014	*****
December-2006	*****	December-2010	*****	December-2014	*****

January-2007	*****	January-2011	*****	January-2015	*****
February-2007	*****	February-2011	*****	February-2015	*****
March-2007	*****	March-201 1	*****	March-2015	*****
April-2007	*****	April-2011	*****	April-2015	*****
May-2007	*****	May-2011	*****	May-2015	*****
June-2007	*****	June-2011	*****	June-2015	*****
July-2007	*****	July-2011	*****	July-2015	*****
August-2007	*****	August-2011	*****	August-2015	*****
September-2007	*****	September-2011	*****	September-2015	*****
October-2007	*****	October-2011	*****	October-2015	*****
November-2007	*****	November 2011	*****	November-2015	*****
December-2007	*****	December-2011	*****	December-2015	*****

January-2008	*****	January-2012	*****
February-2008	*****	February-2012	*****
March-2008	*****	March-2012	*****
April-2008	*****	April-2012	*****
May-2008	*****	May-2012	*****
June-2008	*****	June-2012	*****
July-2008	*****	July-2012	*****
August-2008	*****	August-2012	*****
September-2008	*****	September-2012	*****
October-2008	*****	October-2012	*****
November-2008	*****	November-2012	*****
December-2008	*****	December-2012	*****

January-2009	*****	January-2013	*****
February-2009	*****	February-2013	*****
March-2009	*****	March-2013	*****
April-2009	*****	April-2013	*****
May-2009	*****	May-2013	*****
June-2009	*****	June-2013	*****
July-2009	*****	July-2013	*****
August-2009	*****	August-2013	*****
September-2009	*****	September-2013	*****
October-2009	*****	October-2013	*****
November-2009	*****	November-2013	*****
December-2009	*****	December-2013	*****

***** Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission.

Spirit Airlines – A320 Family

LA No. 1 to Amendment No. 9

PRIVILEGED AND CONFIDENTIAL

EXHIBIT C

APPLICABLE AIRCRAFT FOR NARROW RUNWAY SB


MSN		Model
*****		*****

***** Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission.

Spirit Airlines – A320 Family

LA No. 1 to Amendment No. 9

PRIVILEGED AND CONFIDENTIAL

AMENDMENT NO. 10

THE A320 FAMILY PURCHASE AGREEMENT

Dated as of May 5, 2004

BETWEEN AVSA S.A.R.L.

AND

SPIRIT AIRLINES, INC.

This Amendment No. 10 to the A320 Family Purchase Agreement dated as of May 5, 2004 (hereinafter referred to as the “ Amendment ”), is entered into as of July 17, 2009, by and between AIRBUS S.A.S. (legal successor to AVSA S.A.R.L.), organized and existing under the laws of the Republic of France, having its registered office located at 1, Rond Point Maurice Bellonte, 31700 Blagnac, France (hereinafter referred to as the “ Seller ”) and SPIRIT AIRLINES, INC., a corporation organized and existing under the laws of the State of Delaware, United States of America, having its principal corporate office located at 2800 Executive Way, Miramar, Florida 33025, U.S.A. (hereinafter referred to as the “ Buyer ”).

WHEREAS, the Buyer and AVSA S.A.R.L have entered into an A320 Family Purchase Agreement, dated as of May 5, 2004, relating to the sale by the Seller and the purchase by the Buyer of certain firmly ordered Airbus A319-100 and A321-200 model aircraft (the “ Aircraft ”), which, together with all Exhibits, Appendices, and Letter Agreements attached thereto and as amended by Amendment No. 1 dated as of December 21, 2004, Amendment No. 2 dated as of April 15, 2005, Amendment No. 3 dated as of June 30, 2005, Amendment No. 4 dated as of October 27, 2006, Amendment No. 5 dated as of March 5, 2007, Amendment No. 6 dated as of March 27, 2007, Amendment No. 7 dated as of June 26, 2007, Amendment No. 8 dated as of February 4, 2008, and Amendment No. 9 dated as of June 24, 2008, is hereinafter called the “ Agreement .”

WHEREAS, the Buyer has agreed to lease ***** Airbus A320 aircraft from a third party (henceforth referred to as the “ Leasing Company ”).

WHEREAS, the Buyer has requested, and, contingent on the Buyer’s entering into such lease with the Leasing Company, the Seller has agreed, that the Buyer will have no obligation to take delivery of ***** Conversion A320 Aircraft.

WHEREAS, the Buyer wishes to exercise its right to convert ***** Additional Firm A319 Aircraft to Converted Additional A320 Aircraft.

***** Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission.

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PRIVILEGED AND CONFIDENTIAL

WHEREAS, the Leasing Company and the Seller will enter into a separate agreement under which the Seller will sell to the Leasing Company and the Leasing Company will purchase from the Seller ***** firmly ordered Airbus A320 aircraft.

WHEREAS, the Buyer and the Seller wish to amend certain other terms of the Agreement to reflect the foregoing.

NOW, THEREFORE, IT IS AGREED AS FOLLOWS:

1 -	CANCELLATION OF CONVERSION A320 AIRCRAFT

The Buyer and the Seller hereby agree to cancel the Buyer’s order for the ***** Conversion A320 Aircraft listed below:


CAC ID No.		Scheduled Delivery Month
*****		*****

The foregoing Aircraft are henceforth referred to as the “ Cancelled Aircraft .”

2 -	CONVERSION OF A319 AIRCRAFT

The parties hereby agree to irrevocably convert the ***** Additional A319 Firm Aircraft ***** into Converted Additional A320 Aircraft. Such Aircraft will be Ready for Delivery on the dates set forth in Clause 9.1.1 of the Agreement.

3 -	DELIVERY

As a result of the matters set forth in Paragraphs 1 and 2 herein, Clause 9.1.1 of the Agreement is deleted and replaced with the following quoted text:

QUOTE

9.1.1

Subject to Clauses 2, 7, 8, 10 and 18, the Seller will have the Firm Aircraft Ready for Delivery at the Delivery Location within the following months (each a “ Scheduled Delivery Month ”).

The Scheduled Delivery Months for the A319 Aircraft are as follows:

***** Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission.

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PRIVILEGED AND CONFIDENTIAL

A319 Aircraft

Quantity

Month

Year

CAC
ID No.

A319 Firm Aircraft

October

2006

179484

A319 Firm Aircraft

October

2006

179485

A319 Firm Aircraft

November

2006

179486

A319 Firm Aircraft

November

2006

179487

A319 Firm Aircraft

December

2006

179488

A319 Firm Aircraft

February

2008

179493

A319 Firm Aircraft

February

2008

179494

Additional A319 Firm Aircraft

*****

Additional A319 Firm Aircraft

*****

Additional A319 Firm Aircraft

*****

Additional A319 Firm Aircraft

*****

Additional A319 Firm Aircraft

*****

Additional A319 Firm Aircraft

*****

Additional A319 Firm Aircraft

*****

Additional A319 Firm Aircraft

*****

Additional A319 Firm Aircraft

*****

Additional A319 Finn Aircraft

*****

Additional A319 Firm Aircraft

*****

Additional A319 Firm Aircraft

*****

Additional A319 Firm Aircraft

*****

Total A319 Aircraft

The Scheduled Delivery Months for the A320 Aircraft are as follows:


A320 Aircraft	Quantity	Month	Year	CAC ID No.
Conversion A320 Aircraft	1	*****	*****	*****
Conversion A320 Aircraft	1	*****	*****	*****
Conversion A320 Aircraft	1	*****	*****	*****
Converted Additional A320 Aircraft	1	*****	*****	*****
Converted Additional A320 Aircraft	1	*****	*****	*****
Converted Additional A320 Aircraft	1	*****	*****	*****
Converted Additional A320 Aircraft	1	*****	*****	*****
Converted Additional A320 Aircraft	1	*****	*****	*****
Converted Additional A320 Aircraft	1	*****	*****	*****
Converted Additional A320 Aircraft	1	*****	*****	*****
Converted Additional A320 Aircraft	1	*****	*****	*****
Converted Additional A320 Aircraft	1	*****	*****	*****
Converted Additional A320 Aircraft	1	*****	*****	*****
Converted Additional A320 Aircraft	1	*****	*****	*****
Converted Additional A320 Aircraft	1	*****	*****	*****
Converted Additional A320 Aircraft	1	*****	*****	*****

***** Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission.

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PRIVILEGED AND CONFIDENTIAL

Converted Additional A320 Aircraft

****

Converted Additional A320 Aircraft

****

Converted Additional A320 Aircraft

****

Converted Additional A320 Aircraft

****

Total A320 Aircraft

UNQUOTE

4 -	CONDITIONS PRECEDENT

4.1

All of the following conditions precedent are to be met on or before July 31, 2009:

(i)

the Buyer and Seller will have (a) received approval of their respective Boards of Directors to enter into this Amendment and (b) executed this Amendment,

(ii)

no event will have occurred and be continuing which constitutes a Buyer Termination Event under the Agreement,

(iii)

the Seller will have received from the Buyer any Predelivery Payments that are due and payable upon execution of this Amendment,

(iv)

the Buyer and the Leasing Company will have entered into a legally binding and enforceable agreement under which the Buyer will lease ***** new A320 aircraft from the Leasing Company and all such aircraft will be scheduled for delivery from the Leasing Company to the Buyer by the end of the second calendar quarter of 2010, and

(v)

(a) the Seller and the Leasing Company will have executed a legally binding and enforceable agreement under which the Seller will sell to the Leasing Company and the Leasing Company will purchase from the Seller ***** firmly ordered A320 aircraft and (b) the Seller will have received from the Leasing Company any payments that are due and payable upon execution of such agreement.

4.2

If any of the above conditions precedent are not met on or before July 31, 2009, then this Amendment and the terms herein will be null and void with immediate effect and the Agreement will remain in full and force and effect as if this Amendment had not been signed by the parties hereto.

5 -	EFFECT OF THE AMENDMENT

5.1

***** Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission.

4 of 5

PRIVILEGED AND CONFIDENTIAL

5.2

6 -

CONFIDENTIALITY

The Seller and the Buyer (including their employees, agents and advisors) agree to keep the terms and conditions of this Amendment strictly confidential, except as required by applicable law or pursuant to legal process. The Seller and the Buyer will consult prior to any public disclosure regarding this Amendment and will mutually agree on any such disclosure; provided , however , that following execution of this Amendment, the Buyer may make such disclosure thereof as may be required by law or governmental orders, rules or regulations.

7 -

GOVERNING LAW

7.1

7.2

IT IS AGREED THAT THE UNITED NATIONS CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS WILL NOT APPLY TO THIS AMENDMENT.

8 -

COUNTERPARTS

This Amendment may be executed by the parties hereto in separate counterparts, each of which when so executed will be an original, but all such counterparts will together constitute one and the same instrument. Such counterparts may be delivered via facsimile and/or electronic mail (provided that an original is subsequently delivered).

IN WITNESS WHEREOF, the parties have caused this Amendment to be signed by their respective officers thereunto duly authorized as of the day and year first above written.


	SPIRIT AIRLINES, INC.		AIRBUS S.A.S.

By:	/s/ David Lancelot	By:	/s/ Christophe Mourey
Its:	SVP & CFO	Its:	Senior Vice President Contracts

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PRIVILEGED AND CONFIDENTIAL

LETTER AGREEMENT NO. 1

AMENDMENT NO. 10

As of July 17 ^th , 2009

Spirit Airlines, Inc.

2800 Executive Way

Miramar, Florida 33025

RE: MISCELLANEOUS PROVISIONS

Dear Ladies and Gentlemen,

SPIRIT AIRLINES, INC. (the “ Buyer ”), and AIRBUS S.A.S. (legal successor to AVSA S.A.R.L.) (the “ Seller ”), have entered into Amendment No. 10, dated as of even date herewith (the “ Amendment ”), to the Airbus A320 Family Purchase Agreement dated as of May 5, 2004 as amended from time to time (the “ Agreement ”), which Agreement covers among other things, the sale by the Seller and the purchase by the Buyer of certain Aircraft, under the terms and conditions set forth in said Agreement. The Buyer and the Seller have agreed to set forth in this Letter Agreement No. 1 to the Amendment (the “ Letter Agreement ”) certain additional terms and conditions regarding the purchase and sale of the Aircraft. Capitalized terms used herein and not otherwise defined in this Letter Agreement will have the meanings assigned thereto in the Agreement. Except when used in quoted text, the terms “herein,” “hereof” and “hereunder” and words of similar import refer to this Letter Agreement.

Page 1

PRIVILEGED AND CONFIDENTIAL

1-	PREDELIVERY PAYMENTS

1.1	Converted Additional A319 Aircraft

Pursuant to Paragraph 3.2 of Letter Agreement No. 4 to the Agreement, upon the Buyer exercising a conversion right, the Buyer will pay to the Seller the incremental Predelivery Payments resulting from the difference in Predelivery Payment Reference Price of an A319 Aircraft and a Conversion A320 Aircraft.

As a consequence of the parties agreement, pursuant to Paragraph 2 of the Amendment, to convert ***** Additional A319 Aircraft to Converted Additional A320 Aircraft, the Buyer will pay the Seller an incremental Predelivery Payment in the total amount of ***** (the “ Incremental PDP ” ). The Incremental PDP will be credited in the amount of ***** to the Predelivery Payments due for each of the Converted Additional A320 Aircraft *****. Payment of the Incremental PDP will be as set forth in Paragraph 1.2.2(ii) of this Letter Agreement.

1.2	Predelivery Payments for Cancelled Aircraft

1.2.1

The Seller acknowledges receipt from the Buyer of ***** (the “ Prior Payments ” ) in respect of the Initial Payment and Predelivery Payments made in respect of the Cancelled Aircraft.

1.2.2

The Seller and the Buyer agree that the Prior Payments will be disposed of as follows:

(i)

*****

(ii)

*****

(iii)

*****

(iv)

*****

2-	CREDIT MEMORANDUMS

2.1	Letter Agreement No. 1 to Amendment No. 9

As a result of (a) the passage of time which has rendered Paragraph 3 of Letter Agreement No. 1 to Amendment No. 9 to the Agreement no longer valid and (b) the parties agreement to cancel the Buyer’s order for the Cancelled Aircraft and convert ***** Additional A319 Firm Aircraft to Converted Additional A320 Aircraft pursuant to this Amendment, Paragraphs 4.1 and 4.2 of Letter Agreement No. 1 to Amendment No. 9 are deleted and replaced by the following quoted text:

QUOTE

***** Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission.

Page 2

PRIVILEGED AND CONFIDENTIAL

4.1

*****.

4.2

*****

UNQUOTE

2.2	Letter Agreement No. 2 to Amendment No. 4

2.2.1

Advanced A319/A321 Credit Memorandum

*****

2.2.2

A320 Family Price Harmonization Credit Memorandum

As a consequence of the Buyer’s cancellation of its order for the Cancelled Aircraft, Paragraph 4 of Letter Agreement No. 2 to Amendment No. 4 to the Agreement (as amended by Paragraph 2 of Letter Agreement No. 1 to Amendment No. 7 and Paragraph Number 7.2 of Letter Agreement No. 1 to Amendment No. 9 to the Agreement) is deleted and replaced by the following quoted text:

QUOTE

4.1

*****

4.2.

*****

4.3

Intentionally Left Blank

4.4

*****

UNQUOTE

3-	RESCISSION OF MAY 2009 NOTICE

Contemporaneously with the effectivity of the Amendment, the Seller agrees that the May 13, 2009, notice sent to the Buyer will be deemed rescinded. Such notice will be null and void and of no further force or consequence. The Seller’s rescission, however, does not waive any of its rights under the Agreement with respect to future breaches by the Buyer of any matter contained in the Agreement.

4-	CONFIDENTIALITY

The Seller and the Buyer (including their employees, agents and advisors) agree to keep the terms and conditions of this Amendment strictly confidential, except as required by applicable law or pursuant to legal process. The Seller and the Buyer will consult prior to any public disclosure regarding this Amendment and mutually agree on such disclosure; provided, however that, following execution of this Amendment, the Buyer may make such disclosure thereof as may be required by law or governmental orders, rules or regulations.

***** Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission.

Page 3

PRIVILEGED AND CONFIDENTIAL

5-	GOVERNING LAW

IT IS AGREED THAT THE UNITED NATIONS CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS WILL NOT APPLY TO THIS LETTER AGREEMENT.

6-	COUNTERPARTS

This Letter Agreement No. 1 to Amendment No. 10 may be executed by the parties hereto in separate counterparts, each of which when so executed will be an original, but all such counterparts will together constitute one and the same instrument. Such counterparts may be delivered via facsimile and/or electronic mail (provided that an original is subsequently delivered).

Page 4

PRIVILEGED AND CONFIDENTIAL

If the foregoing correctly sets forth your understanding, please execute the original and one (1) copy hereof in the space provided below and return a copy to the Seller.


Very truly yours,

AIRBUS S.A.S.

By:		/s/ Christophe Mourey
Its:		Senior Vice President Contracts


Accepted and Agreed,

SPIRIT AIRLINES, INC.

By:		/s/ David Lancelot
Its:		SVP & CFO

Page 5

PRIVILEGED AND CONFIDENTIAL

LETTER AGREEMENT NO. 1

As of May , 2004

Spirit Airlines, Inc.

2800 Executive Way

Miramar, Florida 33025

Re: SPARE PARTS PROCUREMENT

Ladies and Gentlemen,

Spirit Airlines, Inc. (the “Buyer”), and AVSA, S.A.R.L. (the “Seller”), have entered into an Airbus A320 Family Purchase Agreement dated as of even date herewith (the “Agreement”), which covers, among other things, the sale by the Seller and the purchase by the Buyer of certain Aircraft, under the terms and conditions set forth in said Agreement. The Buyer and the Seller have agreed to set forth in this Letter Agreement No. 1 (“Letter Agreement 1”) certain additional terms and conditions regarding the sale of the Aircraft. For the purposes of this Letter Agreement 1 only, references herein to Aircraft shall be deemed to include Leased Aircraft within the meaning or Letter Agreement No.8 to the Agreement. Capitalized terms used herein and not otherwise defined in this Letter Agreement 1 will have the meanings assigned thereto in the Agreement. Technical and trade items used but not defined herein or in the Agreement will be defined as generally accepted in the airline and/or aircraft manufacturing industries. The terms “herein,” “hereof” and “hereunder” and words of similar import refer to this Letter Agreement 1.

Both parties agree that this Letter Agreement 1 will constitute an integral, nonseverable part of said Agreement, that the provisions of said Agreement are hereby incorporated herein by reference, and that this Letter Agreement 1 will be governed by the provisions of said Agreement, except that if the Agreement and this Letter Agreement 1 have specific provisions which are inconsistent, the specific provisions contained in this Letter Agreement 1 will govern.


Spirit Airlines – A320 Family Aircraft		LA1-1

CONTENTS

PARAGRAPHS

1 -

GENERAL

2 -	INITIAL PROVISIONING

3 -

STORES

4 -

DELIVERY

5 -

PRICE

6 -	PAYMENT PROCEDURES AND CONDITIONS

7 -

TITLE

8 -

PACKAGING

9 -	DATA RETRIEVAL

10 -

BUY-BACK

11 -	WARRANTIES

12 -

LEASING

13 -	TERMINATION

14 -	ASSIGNMENT


Spirit Airlines – A320 Family Aircraft		LA1-2

1.	GENERAL

The services offered by the Seller to the Buyer (“Material Support”) in respect of the Aircraft spare parts listed below in Paragraphs 1.1(a) through 1.1(f) (“Material”) will be furnished to the Buyer pursuant to this Letter Agreement 1.

1.1

Material

The Material will comprise:

(a)

Seller Parts (defined as industrial proprietary components, equipment, accessories or parts of the Manufacturer manufactured to the detailed design of the Manufacturer or a subcontractor of it and bearing official part numbers of the Manufacturer or material for which the Seller has exclusive sales rights in the United States).

(b)

Supplier Parts classified as Repairable Line Maintenance Parts in accordance with SPEC 2000.

(c)

Supplier Parts classified as Expendable Line Maintenance Parts in accordance with SPEC 2000.

(d)

Ground Support Equipment (GSE) and Specific (To-Type) tools.

(e)

Hardware and standard material.

(f)

Consumables and raw material as a package.

It is expressly understood that Seller Parts will not include parts manufactured pursuant to a parts manufacturing authority.

Material covered under Paragraphs 1.1(e) and 1.1(f) is available only as a package when supplied as part of the initial provisioning of Material.

1.2	Scope of Material Support

1.2.1

The Material Support to be provided by the Seller hereunder covers the following:

(a)

The terms pursuant to which the Material shall be purchased by the Buyer from the Seller during the Initial Provisioning Period (defined below in Paragraph 2) the “Initial Provisioning”), and


Spirit Airlines – A320 Family Aircraft		LA1-3

(b)

the terms pursuant to which the Material shall be purchased by Buyer after the Initial Provisioning Period; and

(c)

the terms under which Seller shall lease certain Seller Parts to Buyer for Buyer’s use on its Aircraft in commercial air transport service as set forth in Paragraph 12 of this Letter Agreement 1.

1.2.2

Propulsion Systems, including associated parts and spare parts therefore, are not covered under this Letter Agreement 1 and will be the subject of separate direct negotiations and agreements between the Buyer and the relevant Propulsion Systems manufacturer(s).

1.2.3

During a period commencing on the date hereof and continuing for as long as at least five (5) aircraft of the type of the Aircraft are operated in commercial air transport service (the “Term”), the Seller will maintain or cause to be maintained such stock of Seller Parts as the Seller deems reasonable and will make these available to Buyer for purchase or lease so as to permit Buyer to meet its needs for the maintenance of the Aircraft within its fleet. Such Seller Parts will be sold and delivered in accordance with Paragraphs 4 and 5 of this Letter Agreement 1, upon receipt of the Buyer’s orders.

In addition to the foregoing, the Seller will use reasonable efforts to cause all Suppliers of parts that are originally installed on the Aircraft and not manufactured by the Seller to provide similar services to those set forth in this Letter Agreement 1 with respect to Seller Parts.

1.3	Purchase Source of Material

Seller hereby agrees to sell to Buyer (or cause its designee Airbus North America Customer Services, Inc. (“ANACS”) to sell to Buyer) on the terms an conditions set forth in this Letter Agreement 1, such Seller Parts as the Buyer may require from time to time during the Term. Nothing herein shall in any way however, be construed as a limitation on Buyer’s right to purchase any, Seller Part from other operators using the same Aircraft, or from purchasing items equivalent to Seller Parts from said operators or from distributors. In addition to the foregoing,

*****

Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission.


Spirit Airlines – A320 Family Aircraft		LA1-4

Nothing herein shall be construed as a limitation on any right of Buyer pursuant to Paragraph 1.4 below.

1.4	Manufacture of Material by the Buyer

1.4.1

*****

(a)

*****

(b)

*****

(c)

*****

(d)

*****

1.4.2

*****

1.4.3

*****

Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission.


Spirit Airlines – A320 Family Aircraft		LA1-5

2.	INITIAL PROVISIONING

The period up to and including the ninetieth (90th) day after delivery of the last Aircraft will hereinafter be referred to as the Initial Provisioning Period. Material, which is delivered during the Initial Provisioning Period, shall be referred to as “Initial Provisioning Material.”

2.1	Seller-Supplied Data

The Seller will prepare and supply to the Buyer the following data:

2.1.1

Initial Provisioning Data - Seller

The Seller will provide the Buyer initial provisioning data provided for in Chapter 1 of ATA 2000 (A319), Chapter 1 Chapter 2B of ATA 200 Revision 23 (A320), Chapter 1 of ATA 2000 (A321) (“Initial Provisioning Data”) in a form, format and within a time period to be mutually agreed upon.

A free of charge revision service will be effected every ninety (90) days, up to the end of the Initial Provisioning Period.

The Seller will ensure that Initial Provisioning Data are released to the Buyer in time to allow the necessary evaluation time by the Buyer and the on-time delivery of ordered Material.

2.1.2

Supplementary Data

The Seller will provide the Buyer with Local Manufacture Tables (X-File), as part of the Illustrated Parts Catalog (Additional Cross-Reference Tables), which will be a part of the Initial Provisioning Data Package.

2.1.3

Data for Standard Hardware

The Initial Provisioning Data provided to the Buyer shall include data for hardware and standard material.

2.2	Supplier-Supplied Data

2.2.1

General

Suppliers will prepare and issue T-files in the English language for those Supplier Components for which the Buyer has elected to receive data.


Spirit Airlines – A320 Family Aircraft		LA1-6

Said data (initial issue and revisions) will be transmitted to the Buyer through the Suppliers and/or the Seller. The Seller will not be responsible for the substance of such data.

The Seller will exert its reasonable efforts to supply Initial Provisioning Data to the Buyer in time to allow the necessary evaluations by the Buyer and on-time deliveries.

2.2.2

Initial Provisioning Data - Supplier

Initial Provisioning Data for Supplier products provided for in Chapter 1 of ATA 2000 (A319) Chapter 2B of ATA 200 Revision 23 (A320) Chapter 1 of ATA 2000 (A321) will be furnished as mutually agreed upon during a Preprovisioning Meeting (defined below), with free of charge revision service assured up to the end of the Initial Provisioning Period, or until it reflects the configuration of the delivered Aircraft.

2.3	Preprovisioning Meeting

2.3.1

The Seller will organize a meeting (i) at its Material Support Center in Hamburg, Germany (“MSC”), (ii) at ANACS or (iii) at a place to be mutually agreed, in order to formulate an acceptable schedule and working procedure to accomplish the Initial Provisioning of Material (the “Preprovisioning Meeting”).

2.3.2

The date of the Preprovisioning Meeting will be mutually agreed upon, but will take place, as soon as possible following execution of the Agreement.

2.4	Initial Provisioning Training

The Seller will furnish, at the Buyer’s request and at no charge to the Buyer, training courses related to the Seller’s provisioning documents, purchase order administration and handling at MSC. The areas covered in these training courses are (i) familiarization of the Buyer with the provisioning; (ii) explanation of the technical function as well as the necessary technical and commercial Initial Provisioning Data; and (iii) familiarization with the Seller’s purchase order administration system.


Spirit Airlines – A320 Family Aircraft		LA1-7

2.5	Initial Provisioning Conference

The Seller will organize an Initial Provisioning conference at MSC or ANACS that will include participation of major Suppliers, as agreed upon during the Preprovisioning Meeting (the “Initial Provisioning Conference”).

Such Initial Provisioning Conference will take place no earlier than eight (8) weeks after Manufacturer Serial Number (MSN) allocation, Buyer Furnished Equipment (BFE) selection or Customer Definition Freeze (CDF), whichever last occurs.

2.6	Initial Provisioning Data Compliance

2.6.1

Initial Provisioning Data generated by the Seller and supplied to the Buyer will comply with the latest configuration of the Aircraft to which such data relate, as known three (3) months before the data are issued. Said data will enable the Buyer to order Material conforming to its Aircraft as required for maintenance and overhaul.

This provision will not cover Buyer modifications unknown to the Seller, or modifications not agreed to or designed by the Seller.

2.6.2

During the Initial Provisioning Period, Material will conform with the latest configuration standard of the affected Aircraft and with the Initial Provisioning Data transmitted by the Seller. Should the Seller default in this obligation, it will immediately replace such parts and/or authorize return shipment at no transportation cost to the Buyer. The Seller, in addition, will use its reasonable efforts to cause Suppliers to provide a similar service for their items.

2.7	Delivery of Initial Provisioning Material

2.7.1

To support the operation of the Aircraft, the Seller will use its reasonable efforts to deliver Initial Provisioning Material in Paragraph 1.1(a) of this Letter Agreement 1 according to the following schedule, provided orders therefor are received by the Seller in accordance with published lead time:

*****

Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission.


Spirit Airlines – A320 Family Aircraft		LA1-8

(a)

*****

(b)

*****

(c)

*****

(d)

*****

2.7.2

The Buyer, subject to the Seller’s agreement, may cancel or modify Initial Provisioning orders placed with the Seller with no cancellation charge as follows:

(a)

*****

(b)

*****

(c)

*****

2.7.3

Should the Buyer cancel or modify any orders for Material outside the time limits defined above in Paragraph 2.7.3, the Seller will have no liability for the Cancellation or modification, and the Buyer will reimburse the Seller for any direct cost incurred in connection therewith.

*****

Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission.


Spirit Airlines – A320 Family Aircraft		LA1-9

2.7.4

All transportation costs for the return of Material under this Paragraph 2, including any insurance and customs duties applicable or other related expenditures, will be borne by the Buyer.

3.	STORES

3.1	ANACS Spares Center

The Seller has established and will maintain or cause to be maintained, as long as at least five (5) aircraft of the type of the Aircraft are operated by US airlines in commercial air transport service (the “US Term”), a US store located near Dulles International Airport, Washington, DC, known as the ANACS Spares Center – Washington (“ ANACS Spares Center”). The ANACS Spares Center will be operated twenty-four (24) hours/day, seven (7) days/week, all year for the handling of AOG and critical orders for Seller Parts.

3.2	Material Support Center, Germany

The Manufacturer has established and will maintain or cause to be maintained during the Term a store of Seller Parts at MSC. MSC will be operated twenty- four (24) hours per day, seven (7) days per week, and twelve months a year.

3.3	Other Points of Shipment

The Seller reserves the right to effect deliveries from distribution centers other than the ANACS Spares Center or MSC and from any of the production facilities of the Associated Contractors; provided, however, that Seller shall not, without Buyer’s prior written consent, affect a delivery from any distribution center other than the ANACS Spares Center or the MSC, where such choice may reasonably be expected to result in a delivery time in excess of what would have been the case had Seller shipped from either the ANACS Spares Center or the MSC.


Spirit Airlines – A320 Family Aircraft		LA1-10

4.	DELIVERY

4.1

General

The Buyer’s purchase orders will be administered in accordance with ATA Specification 2000 or as otherwise agreed by the parties.

The provisions of Paragraph 4.2 of this Letter Agreement 1 do not apply to Initial Provisioning Data or Material as described in Paragraph 2 of this Letter Agreement 1.

4.2	Lead Times

4.2.1

In general, the lead times are (and, unless otherwise agreed, will at all times be) in accordance with the definition in the “World Airline and Suppliers Guide” (latest edition).

4.2.2

Material will be dispatched within the lead times quoted in the published Seller’s price catalog for Material described in Paragraph 1.1(a), and within the Supplier’s or supplier’s lead time augmented by the Seller’s own order and delivery processing time (such in-house processing time not to exceed fifteen (15) days) for Material described in Paragraphs 1.1(b) through 1.1(d).

4.2.3

Expedited Service

The Seller operates and shall, throughout the Term, continue to operate a twenty-four (24) hour-a-day, seven (7) day-a-week expedited service to supply such Seller Parts as are available in the Seller’s stock, workshops and assembly line, including high-cost/long- lead-time items, to the international airport nearest the location of such items (the “Expedited Service”).

The Expedited Service is operated in accordance with the “World Airlines and Suppliers Guide.” Accordingly, the Seller will notify the Buyer of the action taken to affect the Expedited Service as follows:

(a)

four (4) hours after receipt of an AOG order,

(b)

twenty-four (24) hours after receipt of a critical order (imminent AOG or work stoppage),

(c)

seven (7) days after receipt of an expedited order from the Buyer.


Spirit Airlines – A320 Family Aircraft		LA1-11

The Seller and its subcontractors will promptly deliver Seller Parts requested on an expedited basis against normal orders previously placed by the Buyer or upon requests by telephone or facsimile by the Buyer’s representatives, such requests to be confirmed by the Buyer’s subsequent order for such Seller Parts within a reasonable time.

4.3	Delivery Status

The Seller agrees to report to the Buyer the status of supplies against orders on a monthly basis or on a mutually agreed timeframe.

4.4	Excusable Delay

Clause 10.1 of the Agreement will apply to the services to be provided by Seller pursuant to this Letter Agreement 1.

4.5	Shortages, Overshipments, Nonconformance in Orders

4.5.1

Within thirty (30) days after receipt of Material delivered pursuant to a purchase order, the Buyer will advise the Seller of any alleged shortages or overshipments of units or kits, as applicable with respect to such purchase order and of all claimed nonconformance to specification of parts in such order inspected by the Buyer.

In the event that the Buyer has not reported such alleged shortages, overshipments or nonconformance within the above defined period, the Buyer will be deemed to have accepted the deliveries.

4.5.2

In the event that the Buyer reports overshipments or nonconformance to the specifications within the period defined above in Paragraph 4.5.1, the Seller will, if such report is verified, promptly either replace the Material concerned or credit the Buyer for Material returned. In such case, transportation charges for the nonconforming or overshipments of parts will be borne by the Seller.

To the extent the same does not unduly interfere with Buyer’s regularly scheduled operations, the Buyer shall use commercially reasonable efforts to minimize such costs by using its own airfreight system for transportation at no charge to the Seller.


Spirit Airlines – A320 Family Aircraft		LA1-12

4.6	Cessation of Deliveries

The Seller reserves the right to stop or otherwise suspend deliveries if the Buyer fails to meet its obligations under Paragraphs 6 and 7 of this Letter Agreement 1.

PRICE

5.1	The Material prices will be:

5.1.1

Free Carrier as defined by the publication No. 560 of the International Chamber of Commerce published in January 2000 (FCA) ANACS Spares Center for deliveries from ANACS.

5.1.2

FCA place specified by the Seller for deliveries from other Seller or Supplier facilities.

5.2	Validity of Prices

5.2.1

*****

5.2.2

*****

•

*****

•

*****

•

*****

5.2.3

*****

5.2.4

*****

5.2.5

*****

Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission.


Spirit Airlines – A320 Family Aircraft		LA1-13

6.	PAYMENT PROCEDURES AND CONDITIONS

6.1

Currency

Payment will be made in US dollars

6.2	Time and Means of Payment

Payment will be made by transfer of immediately available funds from the Buyer to the Seller within thirty (30) days from the date of invoice.

If the Buyer remits payment to the Seller by wire transfer of funds within ten (10) days from the date of Buyer’s receipt of the invoice, the Buyer shall be entitled to a discount on the invoiced amount of one and one-half percent (1.5%).

6.3	Bank Accounts

The Buyer will make all payments hereunder in full without setoff, counterclaim, deduction or withholding of any kind to the accounts listed below, unless otherwise direct by the Seller:

(a)

For wire transfers, in favor of Airbus North America Customer Services, Inc.:

*****

(b)

For direct deposit (lockbox), in favor of Airbus North America Customer Services, Inc.:

*****

6.4

Taxes

*****

6.5

*****

Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission.


Spirit Airlines – A320 Family Aircraft		LA1-14

TITLE

Title and risk of loss to any Material purchased under this Letter Agreement 1 will pass to the Buyer at the time the material is shipped to the Buyer by Seller or Seller’s designee.

8.	PACKAGING

All material will be packaged in accordance with AT A 300 specification, Category III for consumable/expendable Material and Category II for rotables. Category I containers will be used if requested by the Buyer and the difference between Category I and Category II packaging costs will be paid by the Buyer together with payment for the respective Material.

9.	DATA RETREIVAL

The Buyer undertakes to provide periodically to the Seller, as the Seller may reasonably request, during the Term, a quantitative list of the parts used for maintenance and overhaul of the Aircraft. The range and contents of this list will be established by mutual agreement between the Seller and the Buyer.

10.

BUY-BACK

10.1	Buy-Back of Obsolete Material

*****

(a)

*****

(b)

*****

(c)

*****

Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission.


Spirit Airlines – A320 Family Aircraft		LA1-15

10.2	Buy-Back of Surplus Material

10.2.1

*****

10.2.2

*****

10.2.3

*****

10.2.4

*****

10.3

*****

10.4

*****

Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission.


Spirit Airlines – A320 Family Aircraft		LA1-16

*****

11.1	WARRANTIES ON SELLER PARTS

The Seller represents and warrants that the Manufacturer has provided to the Seller the following Warranty, Supplier Warranties and Interface Commitment with respect to Seller Parts, that are reproduced below between the words QUOTE and UNQUOTE and are subject to the terms, conditions, limitations and restrictions (including, but not limited to, the Exclusivity of Warranties and General Limitations of Liability and Duplicate Remedies provisions) as hereinafter set out, and that the same are in full force and effect and have not been amended. The Seller hereby assigns to the Buyer, and the Buyer hereby accepts, all of the Seller’s rights and obligations as the “Buyer” under the said Warranty, Supplier Warranties and Interface Commitment, and the Seller subrogates the Buyer to all such rights and obligations in respect of the Seller Parts. The Seller hereby warrants to the Buyer that (i) it has all requisite authority to make the foregoing assignment to and to effect the foregoing subrogation in favor of the Buyer, (ii) such assignment and subrogation are effective to confer on the Buyer all of the foregoing rights and obligations of the Seller, and (iii) the Seller will not enter into any amendment of the provisions so assigned without the prior written consent of the Buyer.

It is understood that, in the provisions below between the words QUOTE and UNQUOTE, capitalized terms have the meanings assigned thereto in this Letter Agreement 1, except that (i) the term “Seller,” which means the Manufacturer as between the Manufacturer and the Seller, also means the Manufacturer in this Letter Agreement 1, and (ii) the term “Buyer,” which means the Seller as between the Manufacturer and the Seller, means the Buyer in this Letter Agreement 1.

QUOTE

11.1

WARRANTY

11.1.1.

Nature of Warranty

Subject to the limitations and conditions hereinafter provided, and except as provided in Paragraph 11.1.2, the Seller warrants to the Buyer that each Seller Part will at the time of Delivery to the Buyer be free from defects:

(i)

in material,

*****

Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission.


Spirit Airlines – A320 Family Aircraft		LA1-17

(ii)

in workmanship, including, without limitation, processes of manufacture, and

(iii)

in design (including, without limitation, selection of materials) having regard to the state of the art at the date of such design.

11.1.2

Exceptions

The warranties set forth in Paragraph 11.1.1 will not apply to Buyer Furnished Equipment, Propulsion Systems, or to any component, accessory, equipment or part purchased by the Buyer that is not a Seller Part, provided, however, that any defect inherent in the Seller’s design of the installation, considering the state of the art at the date of such design, that impairs the use of such items will constitute a defect in design for the purposes of this Paragraph 11.1 and be covered by the warranty set forth in Paragraph 11.1.1(iii).

11.1.3

Warranty Periods

The warranties describe in Paragraphs 11.1.1 will be limited to those defects that become apparent within ***** after installation of the Seller Part or forty-eight (48) months after delivery of the relevant Seller Part, whichever is earlier. (the “ Warranty Period ”).

11.1.4

Limitations of Warranty

The Buyer’s remedy and the Seller’s obligation and liability under Paragraphs 11.1 are limited to, at the Seller’s expense and option, the repair, replacement or correction of, or the supply of modification kits rectifying the defect to any defective Seller Part.

11.2	EXCLUSIVITY OF WARRANTIES

THIS PARAGRAPH 11 (INCLUDING ITS SUBPARTS) SETS FORTH THE EXCLUSIVE WARRANTIES, EXCLUSIVE LIABILITIES AND EXCLUSIVE OBLIGATIONS OF THE SELLER, AND THE EXCLUSIVE REMEDIES AVAILABLE TO THE BUYER, WHETHER UNDER THIS AGREEMENT OR

*****

Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission.


Spirit Airlines – A320 Family Aircraft		LA1-18

OTHERWISE, ARISING FROM ANY DEFECT OR NONCONFORMITY OR PROBLEM OF ANY KIND IN ANY SELLER PART DELIVERED BY THE SELLER UNDER THIS AGREEMENT.

THE BUYER RECOGNIZES THAT THE RIGHTS, WARRANTIES AND REMEDIES IN THIS PARAGRAPH 11 ARE ADEQUATE AND SUFFICIENT TO PROTECT THE BUYER FROM ANY DEFECT OR NONCONFORMITY OR PROBLEM OF ANY KIND IN THE SELLER PARTS SUPPLIED UNDER THIS AGREEMENT. THE BUYER HEREBY WAIVES, RELEASES AND RENOUNCES ALL OTHER WARRANTIES, OBLIGATIONS, GUARANTEES AND LIABILITIES OF THE SELLER AND ALL OTHER RIGHTS, CLAIMS AND REMEDIES OF THE BUYER AGAINST THE SELLER, WHETHER EXPRESS OR IMPLIED BY CONTRACT, TORT, OR STATUTORY LAW OR OTHERWISE, WITH RESPECT TO ANY NONCONFORMITY OR DEFECT OR PROBLEM OF ANY KIND IN ANY SELLER PART DELIVERED BY THE SELLER UNDER THIS AGREEMENT, INCLUDING BUT NOT LIMITED TO:

(1)

ANY IMPLIED WARRANTY OF MERCHANTABILITY AND/OR FITNESS FOR ANY GENERAL OR PARTICULAR PURPOSE;

(2)

ANY IMPLIED OR EXPRESS WARRANTY ARISING FROM COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGE OF TRADE;

(3)

ANY RIGHT, CLAIM OR REMEDY FOR BREACH OF CONTRACT;

(4)

ANY RIGHT, CLAIM OR REMEDY FOR TORT, UNDER ANY THEORY OF LIABILITY, HOWEVER ALLEGED, INCLUDING, BUT NOT LIMITED TO, ACTIONS AND/OR CLAIMS FOR NEGLIGENCE, GROSS NEGLIGENCE, INTENTIONAL ACTS, WILLFUL DISREGARD, IMPLIED WARRANTY, PRODUCT LIABILITY, STRICT LIABILITY OR FAILURE TO WARN;

(5)

ANY RIGHT, CLAIM OR REMEDY ARISING UNDER THE UNIFORM COMMERCIAL CODE OR ANY OTHER STATE OR FEDERAL STATUTE;

(6)

ANY RIGHT, CLAIM OR REMEDY ARISING UNDER ANY REGULATIONS OR STANDARDS IMPOSED BY ANY INTERNATIONAL, NATIONAL, STATE OR LOCAL STATUTE OR AGENCY;


Spirit Airlines – A320 Family Aircraft		LA1-19

(7)

ANY RIGHT, CLAIM OR REMEDY TO RECOVER OR BE COMPENSATED FOR:

(a)

LOSS OF USE OR REPLACEMENT OF ANY AIRCRAFT, OR PART PROVIDED UNDER THE AGREEMENT DUE TO A DEFECT, NONCONFORMITY OR OTHER PROBLEM IN ANY SELLER PART;

(b)

LOSS OF, OR DAMAGE OF ANY KIND TO, ANY AIRCRAFT, COMPONENT, EQUIPMENT, ACCESSORY OR PART DUE TO A DEFECT, NONCONFORMITY OR OTHER PROBLEM IN ANY SELLER PART;

(c)

LOSS OF PROFITS AND/OR REVENUES;

(d)

ANY OTHER INCIDENTAL OR CONSEQUENTIAL DAMAGE.

THE WARRANTIES PROVIDED BY THIS AGREEMENT WILL NOT BE EXTENDED, ALTERED OR VARIED EXCEPT BY A WRITTEN INSTRUMENT SIGNED BY THE SELLER AND THE BUYER. IN THE EVENT THAT ANY PROVISION OF THIS PARAGRAPH 11 SHOULD FOR ANY REASON BE HELD UNLAWFUL, OR OTHERWISE UNENFORCEABLE, THE REMAINDER OF THIS PARAGRAPH 11 WILL REMAIN IN FULL FORCE AND EFFECT.

FOR THE PURPOSE OF THIS PARAGRAPH 11.2, “SELLER” WILL BE UNDERSTOOD TO INCLUDE THE SELLER, ITS AFFILIATES, AND ASSOCIATED CONTRACTORS.

11.3	DUPLICATE REMEDIES

The remedies provided to the Buyer under Paragraph 11 as to any part thereof are mutually exclusive and not cumulative. The Buyer will be entitled to the remedy that provides the maximum benefit to it, as the Buyer may elect, pursuant to the terms and conditions of this Paragraph 11 for any such particular defect for which


Spirit Airlines – A320 Family Aircraft		LA1-20

remedies are provided under this Paragraph 11; provided, however, that the Buyer will not be entitled to elect a remedy under one part of this Paragraph 11 that constitutes a duplication of any remedy elected by it under any other part hereof for the same defect. The Buyer’s rights and remedies herein for the nonperformance of any obligations or liabilities of the Seller arising under these warranties will be in monetary damages limited to the amount the Buyer expends in procuring a correction or replacement for any covered part subject to a defect or nonperformance covered by this Paragraph 11, and the Buyer will not have any right to require specific performance by the Seller.

UNQUOTE

In consideration of the foregoing assignment and subrogation by the Seller in favor of the Buyer in respect of the Seller’s rights against and obligations to the Manufacturer under the provisions quoted above, the Buyer hereby accepts such assignment and subrogation and agrees to be bound by all of the terms, conditions and limitations therein contained.

11.4	NEGOTIATED AGREEMENT

The Buyer and Seller agree that this Paragraph 11 has been the subject of discussion and negotiation and is fully understood by the parties, and that the price of the Aircraft and the other mutual agreements of the parties set forth in the Agreement were arrived at in consideration of, inter alia, the Exclusivity of Warranties and General Limitations of Liability provisions and Duplicate Remedies provisions set forth in Paragraph 11.

12.	LEASING OF SPARE PARTS

12.1	Applicable Terms

The terms and conditions of this Paragraph 12 will apply to the Lease of Seller Parts listed in Appendix “A” to this Paragraph 12 (“Leased Parts”) and will form a part of each lease of any Leased Part by the Buyer from the Seller after the date hereof. Except for the description of the Leased Part, the Lease Term, the Leased Part delivery and return locations and the Lease Charges (defined below in Paragraph 12.4), all other terms and conditions appearing on any order form or other document pertaining to Leased Parts will be deemed inapplicable, and in lieu thereof the terms and conditions of this Paragraph 12 will prevail. For


Spirit Airlines – A320 Family Aircraft		LA1-21

purposes of this Paragraph 12, the term “Lessor” refers to the Seller and the term “Lessee” refers to the Buyer. Parts not included in Appendix “A” to this Paragraph 12 may be supplied under a separate lease agreement between the Seller and the Buyer or as mutually agreed by the parties.

12.2	Lease Procedure: Spare Parts Leased

At the Lessee’s request by telephone (to be confirmed promptly in writing), facsimile, letter or other written instrument, the Lessor will lease Leased Parts, which will be made available in accordance with Paragraph 4.2.3 of this Letter Agreement 1, to the Lessee as substitutes for parts removed from an Aircraft for repair or overhaul. Each lease of Leased Parts will be evidenced by a lease document (“Lease”) issued by the Lessor to the Lessee no later than seven (7) business days after delivery of the Leased Part.

12.3	Lease Term: Return

The term of the lease (“Lease Term”) will commence on the date of receipt of the Leased Part by the Lessee or its agent at the Lessor’s facility and will end on the date on which such Leased Part is returned to the Lessor. The Lease Term will not exceed thirty (30) days, unless extended by written agreement between Lessor and Lessee within such thirty (30)-day period (no one such extension to exceed an additional thirty (30) days). Notwithstanding the foregoing, the Lease Term will end in the event, and upon the date, of exercise of the Lessee’s option to either purchase or exchange the Leased Part, as provided herein.

12.4	Lease Charges and Taxes

The Lessee will pay the Lessor (a) *****, (b) any reasonable additional costs which may be incurred by the Lessor as a direct result of such Lease, such as inspection, test, repair, and repacking costs as required to place the Leased Part in satisfactory condition for Lease to a subsequent customer, (c) all transportation and insurance charges and (d) any taxes, charges or customs duties imposed upon the Lessor or its property as a result of the lease, sale, delivery, storage or transfer of any Leased Part (the “Lease Charges”). All payments due hereunder will be made in accordance with Paragraph 6 of this Letter Agreement 1.

*****

Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission.


Spirit Airlines – A320 Family Aircraft		LA1-22

In the event that the Leased Part has not been returned to the Lessor’s designated facilities within the time period provided in Paragraph 12.3 above, the Lessor will be entitled, in addition to any other remedy it may have at law or under this Paragraph 12, to charge to the Lessee, and the Lessee will pay, the charges referred to in this Paragraph 12.4 accruing for each day after the end of the Lease Term and for as long as such Leased Part is not returned to the Lessor and as though the Lease Term were extended to the period of such delay.

12.5

Title

Title to each Leased Part will remain with the Lessor at all times unless the Lessee exercises its option to purchase it in accordance with Paragraph 12.8 of this Letter Agreement 1, in which case title will pass to the Lessee in accordance with Paragraph 7 of this Letter Agreement 1.

12.6	Risk of Loss

Except for normal wear and tear, each Leased Part will be returned to the Lessor in the same condition as when delivered to the Lessee. The Lessee will not without the Lessor’s prior written consent, modify or alter any Leased Part. Risk of loss or damage to each Leased Part will remain with the Lessee until such Leased Part is redelivered to the Lessor at the return location specified in the applicable Lease. If a Leased Part is lost or damaged beyond repair, the Lessee will be deemed to have exercised its option to purchase the part in accordance with Paragraph 12.8 of this Letter Agreement 1, as of the date of such loss or damage.

12.7	Record of Flight Hours

All flight hours accumulated by the Lessee on each Leased Part during the Lease Term will be documented by the Lessee. Records will be delivered to the Lessor upon return of such Leased Part to the Lessor. In addition, all documentation pertinent to inspection, maintenance and/or rework of the Leased Part as maintained serviceable in accordance with the standards of the Lessor will be delivered to the Lessor upon return of the Leased Part to the Lessor on termination of the Lease.


Spirit Airlines – A320 Family Aircraft		LA1-23

Such documentation will include but not be limited to evidence of incidents such as hard landings, abnormalities of operation and corrective action taken by the Lessee as a result of such incidents.

12.8	Option to Purchase

12.8.1

Option to Purchase

The Lessee may at its option, exercisable by written notice given to the Lessor, elect during or at the end of the Lease Term to purchase the Leased Part, in which case the then current purchase price for such Leased Part as set forth in the Seller’s Spare Parts Price List will be paid by the Lessee to the Lessor. The immediately preceding sentence will apply to new Leased Parts only. In the event the Leased Part is used, ***** of the then current catalog price for the new part with a part number corresponding to such Leased Part will be paid by the Lessee to the Lessor. Such option will be contingent upon the Lessee providing the Lessor with evidence satisfactory to the Lessor that the original part fitted to the Aircraft is beyond economical repair. Should the Lessee exercise such option, ***** of the Lease rental charges already invoiced pursuant to Paragraph 12.4(a) will be credited to the Lessee against the said purchase price of the Leased Part.

In the event that the removed part is beyond economic repair and the Leased Part is a used part, the Buyer may elect to order a new part from the Seller and continue to lease the Leased Part under the conditions of Paragraph 12.4 until such time as the new part is delivered. The purchase price of the new part will be discounted by ***** of the lease charges paid in respect of the Leased Part. Should the Lessee fail to return the Leased Part to the Lessor at the end of the Lease Term, such failure will be deemed to be an election by the Lessee to purchase the Leased Part.

12.8.2

In the event of purchase, the Leased Part will be warranted in accordance with Paragraph 11 of this Letter Agreement 1 as though such Leased Part were a Seller Part; provided, however, that (i) the Seller will prorate the full Warranty Period granted to the Buyer according to the actual usage of such Leased Part and (ii) in no event will such Warranty period be less than ***** from the date of purchase of such Leased Part. A warranty granted under this Paragraph 12.8.2 will be in substitution for the warranty granted under Paragraph 12.9 at the commencement of the Lease Term.

*****

Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission.


Spirit Airlines – A320 Family Aircraft		LA1-24

12.9	Warranties on Leased Parts

The Lessor, in its capacity as “Lessee,” under its arrangements with the Manufacturer, in its capacity as “Lessor,” has negotiated and obtained the following warranties from the Manufacturer with respect to the Leased Parts, subject to the terms, conditions, limitations and restrictions all as hereinafter set out. The Lessor hereby assigns to the Lessee, and the Lessee hereby accepts, all of the rights and obligations of the Lessor in its capacity as “Lessee” as aforesaid under the said warranties and the Lessor subrogates the Lessee as to all such rights and obligations in respect of Leased Parts during the Lease Term with respect thereto. The Lessor hereby warrants to the Lessee that it has all requisite authority to make the foregoing assignment and effect the foregoing subrogation to and in favor of the Lessee and that it will not enter into any amendment of the provisions so assigned or subrogated without the prior written consent of the Lessee. Capitalized terms utilized in the following provisions have the meanings assigned thereto in this Letter Agreement 1, except that the term “Lessor” refers to the Manufacturer and the term “Lessee” refers to the Lessor.

QUOTE

12.9.1

The Lessor warrants that each Leased Part will at the time of delivery thereof:

(a)

conform to the applicable specification for such part,

(b)

be free from defects in material and

(c)

be free from defects in workmanship, including without limitation processes of manufacture.

12.9.2

Survival of Warranties

With respect to each Leased Part, the warranty set forth above in Paragraph 12.9.1(a) will not survive delivery, and the warranties set forth above in Paragraphs 12.9.1(b) and 12.9.1(c) will survive delivery only upon the conditions and subject to the limitations set forth below in Paragraphs 12.9.3 through 12.9.8.


Spirit Airlines – A320 Family Aircraft		LA1-25

12.9.3

Warranty and Notice Periods

The Lessee’s remedy and the Lessor’s obligation and liability under this Paragraph 12.9, with respect to each defect, are conditioned upon (i) the defect having become apparent to the Lessee within the Lease Term and (ii) the Lessor’s warranty administrator having received written notice of the defect from the Lessee within sixty (60) days after the defect became apparent to the Lessee.

12.9.4

Return and Proof

The Lessee’s remedy and the Lessor’s obligation and liability under this Paragraph 12.9, with respect to each defect, are also conditioned upon:

(a)

the return by the Lessee as soon as reasonably practicable to the return location specified in the applicable Lease, or such other place as may be mutually agreeable, of the Leased Part claimed to be defective, and

(b)

the submission by the Lessee to the Lessor’s warranty administrator of reasonable proof that the claimed defect is due to a matter embraced within the Lessor’s warranty under this Paragraph 12.9 and that such defect did not result from any act or omission of the Lessee, including but not limited to any failure to operate or maintain the Leased Part claimed to be defective or the Aircraft in which it was installed in accordance with applicable governmental regulations and the Lessor’s applicable written instructions.

12.9.5

Limitation of Warranty

The Lessee’s remedy and the Lessor’s obligation and liability under this Paragraph 12.9 with respect to each defect are limited to the prompt repair of such defect in the relevant Leased Part, or, if prompt repair is not possible, to the prompt replacement of such Leased Part with a similar part free from defect.

Any replacement part furnished under this Paragraph 12.9.5 will for the purposes of this Letter Agreement 1 be deemed to be the Leased Part so replaced.


Spirit Airlines – A320 Family Aircraft		LA1-26

12.9.6

Suspension and Transportation Costs

12.9.6.1

*****

12.9.6.2

*****

12.9.7

Wear and Tear

Normal wear and tear and the need for regular maintenance and overhaul will not constitute a defect or nonconformance under this Paragraph 12.9.

12.9.8

EXCLUSIVITY OF WARRANTIES

THIS PARAGRAPH 12.9 (INCLUDING ITS SUBPARTS) SETS FORTH THE EXCLUSIVE WARRANTIES, EXCLUSIVE LIABILITIES AND EXCLUSIVE OBLIGATIONS OF THE SELLER, AND THE EXCLUSIVE REMEDIES AVAILABLE TO THE BUYER, WHETHER UNDER THIS LETTER AGREEMENT 1 OR OTHERWISE, ARISING FROM ANY DEFECT OR NONCONFORMITY OR PROBLEM OF ANY KIND IN ANY LEASED PART.

THE BUYER RECOGNIZES THAT THE RIGHTS, WARRANTIES AND REMEDIES IN THIS PARAGRAPH 12.9 ARE ADEQUATE AND SUFFICIENT TO PROTECT THE BUYER FROM ANY DEFECT OR NONCONFORMITY OR PROBLEM OF ANY KIND IN THE LEASED PARTS. THE BUYER HEREBY WAIVES, RELEASES AND RENOUNCES ALL OTHER WARRANTIES, OBLIGATIONS, GUARANTEES AND LIABILITIES OF THE

*****

Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission.


Spirit Airlines – A320 Family Aircraft		LA1-27

SELLER AND ALL OTHER RIGHTS, CLAIMS AND REMEDIES OF THE BUYER AGAINST THE SELLER, WHETHER EXPRESS OR IMPLIED BY CONTRACT, TORT, OR STATUTORY LAW OR OTHERWISE, WITH RESPECT TO ANY NONCONFORMITY OR DEFECT OR PROBLEM OF ANY KIND IN ANY LEASED PART, INCLUDING BUT NOT LIMITED TO:

(1)

ANY IMPLIED WARRANTY OF MERCHANTABILITY AND/OR FITNESS FOR ANY GENERAL OR PARTICULAR PURPOSE;

(2)

ANY IMPLIED OR EXPRESS WARRANTY ARISING FROM COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGE OF TRADE;

(3)

ANY RIGHT, CLAIM OR REMEDY FOR BREACH OF CONTRACT;

(4)

(5)

ANY RIGHT, CLAIM OR REMEDY ARISING UNDER THE UNIFORM COMMERCIAL CODE OR ANY OTHER STATE OR FEDERAL STATUTE;

(6)

ANY RIGHT, CLAIM OR REMEDY ARISING UNDER ANY REGULATIONS OR STANDARDS IMPOSED BY ANY INTERNATIONAL, NATIONAL, STATE OR LOCAL STATUTE OR AGENCY;

(7)

ANY RIGHT, CLAIM OR REMEDY TO RECOVER OR BE COMPENSATED FOR:

(a)

LOSS OF USE OR REPLACEMENT OF ANY AIRCRAFT, OR LEASED PART;

(b)

LOSS OF, OR DAMAGE OF ANY KIND TO, ANY AIRCRAFT OR LEASED PART;


Spirit Airlines – A320 Family Aircraft		LA1-28

(c)

LOSS OF PROFITS AND/OR REVENUES;

(d)

ANY OTHER INCIDENTAL OR CONSEQUENTIAL DAMAGE.

THE WARRANTIES PROVIDED BY THIS LETTER AGREEMENT 1 WILL NOT BE EXTENDED, ALTERED OR VARIED EXCEPT BY A WRITTEN INSTRUMENT SIGNED BY THE SELLER AND THE BUYER. IN THE EVENT THAT ANY PROVISION OF THIS PARAGRAPH 12.9 SHOULD FOR ANY REASON BE HELD UNLAWFUL, OR OTHERWISE UNENFORCEABLE, THE REMAINDER OF THIS PARAGRAPH 12.9 WILL REMAIN IN FULL FORCE AND EFFECT.

FOR THE PURPOSE OF THIS PARAGRAPH 12.9.8, “SELLER” WILL BE UNDERSTOOD TO INCLUDE THE SELLER, ITS AFFILIATES AND ASSOCIATED CONTRACTORS.

UNQUOTE

12.9.9

DUPLICATE REMEDIES

The remedies provided to the Buyer under Paragraph 12 as to any part thereof are mutually exclusive and not cumulative. The Buyer will be entitled to the remedy that provides the maximum benefit to it, as the Buyer may elect, pursuant to the terms and conditions of this Paragraph 12 for any such particular defect for which remedies are provided under this Paragraph 12; provided, however, that the Buyer will not be entitled to elect a remedy under one part of this Paragraph 12 that constitutes a duplication of any remedy elected by it under any other part hereof for the same defect. The Buyer’s rights and remedies herein for the nonperformance of any obligations or liabilities of the Seller arising under these warranties will be in monetary damages limited to the amount the Buyer expends in procuring a correction or replacement for any covered part subject to a defect or nonperformance covered by this Paragraph 12 and the Buyer will not have any right to require specific performance by the Seller.

In consideration of the assignment and subrogation by the Seller under this Paragraph 12 in favor of the Buyer in respect of the Seller’s rights against and obligations to the Manufacturer under the provisions quoted above, the Buyer hereby accepts such assignment and subrogation and agrees to be bound by all of the terms, conditions and limitations therein contained.


Spirit Airlines – A320 Family Aircraft		LA1-29

12.10

NEGOTIATED AGREEMENT

The Buyer and Seller agree that this Paragraph 12 has been the subject of discussion and negotiation and is fully understood by the parties, and that the price of the Aircraft and the other mutual agreements of the parties set forth in the Agreement were arrived at in consideration of, inter alia, the Exclusivity of Warranties and General Limitations of Liability provisions and Duplicate Remedies provisions set forth in Paragraph 12.


Spirit Airlines – A320 Family Aircraft		LA1-30

APPENDIX “A” TO PARAGRAPH 12

SELLER PARTS LEASING LIST

(Leased Parts)

AILERONS

AUXILIARY POWER UNIT (APU) DOORS

CARGO DOORS

PASSENGER DOORS

ELEVATORS

FLAPS

LANDING GEAR DOORS

RUDDER

TAIL CONE

WING SLATS

SPOILERS

AIRBRAKES

WING TIPS


Spirit Airlines – A320 Family Aircraft		LA1-31

13.	TERMINATION

Any termination under Paragraph 10, 11 or 21 of the Agreement or under the Letter Agreements thereto will discharge all obligations and liabilities of the parties hereunder with respect to such undelivered Material, Leased Parts, services, data or other items to be purchased or leased hereunder that are applicable to those Aircraft as to which the Agreement has been terminated. Termination under this Paragraph 13 notwithstanding new and unused Material in excess of the Buyer’s requirements due to such Aircraft cancellation will be repurchased by the Seller as provided in Paragraph 10.2 of this Letter Agreement 1.

14.	ASSIGNMENT

Notwithstanding any other provision of this Letter Agreement 1 or of the Agreement, this Letter Agreement 1 and the rights and obligations of the Buyer hereunder will not be assigned or transferred in any manner without the prior written consent of the Seller, and any attempted assignment or transfer in contravention of the provisions of this Paragraph 14 will be void and of no force or effect.

15.	COUNTERPARTS

This Letter Agreement 1 may be executed by the parties hereto in separate counterparts, each of which when so executed and delivered shall be an original, but all such counterparts shall together constitute one and the same instrument.


Spirit Airlines – A320 Family Aircraft		LA1-32

If the foregoing correctly sets forth our understanding, please execute the original and one (1) copy hereof in the space provided below and return a copy to the Seller.


Very truly yours,

AVSA, S.A.R.L.

By:		/s/ illegible

Its:


Accepted and Agreed

SPIRIT AIRLINES, INC.

By:		/s/ illegible

Its:


Spirit Airlines – A320 Family Aircraft		LA1-33

LETTER AGREEMENT NO. 2

As of May , 2004

Spirit Airlines, Inc.

2800 Executive Way

Miramar, Florida 33025

Re: PREDELIVERY PAYMENTS

Ladies and Gentlemen,

SPIRIT AIRLINES, INC. (the “Buyer”), and AVSA, S.A.R.L. (the “Seller”), have entered into an Airbus A320 Family Purchase Agreement dated as of even date herewith (the “Agreement”), which covers, among other things, the sale by the Seller and the purchase by the Buyer of certain Aircraft, under the terms and conditions set forth in said Agreement. The Buyer and the Seller have agreed to set forth in this Letter Agreement No. 2 (“Letter Agreement 2”) certain additional terms and conditions regarding the sale of the Aircraft. Capitalized terms used herein and not otherwise defined in this Letter Agreement 2 will have the meanings assigned thereto in the Agreement. The terms “herein,” “hereof” and “hereunder” and words of similar import refer to this Letter Agreement 2.

Both parties agree that this Letter Agreement 2 will constitute an integral, nonseverable part of said Agreement, that the provisions of said Agreement are hereby incorporated herein by reference, and that this Letter Agreement 2 will be governed by the provisions of said Agreement, except that if the Agreement and this Letter Agreement 2 have specific provisions which are inconsistent, the specific provisions contained in this Letter Agreement 2 will govern. Spirit Airlines


Spirit Airlines – A320 Family		LA2-1

1.	Paragraphs 5.2.1 and 5.2.2 of the Agreement are deleted in their entirety and replaced with the following language between “QUOTE” and “UNQUOTE”:

QUOTE

5.2.1

Predelivery payments will be paid by the Buyer to the Seller for each Aircraft. Predelivery payments are nonrefundable (although amounts equal to Predelivery Payments may be paid to the Buyer under Clause 10.4, 11.3 and 21.2.2 of this Agreement). The aggregate Predelivery Payment amount is ***** of the Predelivery Payment Reference Price defined below in Clause 5.2.2.

5.2.2

The Predelivery Payment Reference Prices

5.2.2.1

The Predelivery Payment Reference Price ***** is equal to the Base Price of the Aircraft as defined in Clause 3 of the Agreement.

5.2.2.2

The Predelivery Payment Reference Price for the Option Aircraft and the Rolling Option Aircraft converted to Firm Aircraft is defined as:

*****

UNQUOTE

***** Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission.


Spirit Airlines – A320 Family		LA2-2

2.	Clause 5.2.3 of the Agreement is deleted in its entirety and replaced with the following language between “QUOTE” and “UNQUOTE”:

QUOTE

5.2.3

Predelivery Payments will be paid according to the following schedule.


Payment Date		Percentage of Predelivery Payment Reference Price

*****		*****

All Predelivery Payments that are due prior to signature of this Agreement will be paid at signature of this Agreement.

*****

Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission.


Spirit Airlines – A320 Family		LA2-3

All Predelivery Payments that are due prior to Option Aircraft or Rolling Option Aircraft exercise date will be paid upon Option Aircraft exercise or Rolling Option exercise.

UNQUOTE

3.	Clause 5.2.4 below contained between the words “QUOTE” and “UNQUOTE” is added:

QUOTE

5.2.4

*****

UNQUOTE

4.	Clause 5.2.4 of the Agreement is renumbered Clause 5.2.5.

5.	Clause 5.2.5 of the Agreement is renumbered Clause 5.2.6.

6.	Clause 5.4 of the Agreement is deleted in its entirety and replaced with the following language between the words “QUOTE” and “UNQUOTE”:

QUOTE

*****

Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission.


Spirit Airlines – A320 Family		LA2-4

5.4

Payment of Balance of the Final Contract Price

*****

UNQUOTE

7.	ASSIGNMENT

8.	COUNTERPARTS

This Letter Agreement 2 may be executed by the parties hereto in separate counterparts, each of which when so executed and delivered shall be an original, but all such counterparts shall together constitute one and the same instrument.

*****

Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission.


Spirit Airlines – A320 Family		LA2-5

If the foregoing correctly sets forth our understanding, please execute the original and one (1) copy hereof in the space provided below and return a copy to the Seller.

Very truly yours,


AVSA, S.A.R.L.

By:		/s/ illegible

Its:


Accepted and Agreed

SPIRIT AIRLINES, INC.

By:		/s/ illegible

Its:


Spirit Airlines – A320 Family		LA2-6

LETTER AGREEMENT NO. 3

As of May , 2004

Spirit Airlines, Inc.

2800 Executive Way

Miramar, Florida 33025

Re: COMMERCIAL INCENTIVES

Ladies and Gentlemen,

SPIRIT AIRLINES, INC. (the “Buyer”), and A VSA, S.A.R.L. (the “Seller”), have entered into an Airbus A320 Family Purchase Agreement as of even date herewith (“Agreement”), which covers, among other things, the sale by the Seller and the purchase by the Buyer of certain Aircraft, under the terms and conditions set forth in said Agreement. The Buyer and the Seller have agreed to set forth in this Letter Agreement No.3 (the “Letter Agreement 3”) certain additional terms and conditions regarding the sale of the Aircraft. Capitalized terms used herein and not otherwise defined in this Letter Agreement 3 will have the meanings assigned thereto in the Agreement. The terms “herein,” “hereof” and “hereunder” and words of similar import refer to this Letter Agreement 3.

Both parties agree that this Letter Agreement 3 will constitute an integral, nonseverable part of said Agreement, that the provisions of said Agreement are hereby incorporated herein by reference, and that this Letter Agreement 3 will be governed by the provisions of said Agreement, except that if the Agreement and this Letter Agreement 3 have specific provisions which are inconsistent, the specific provisions contained in this Letter Agreement 3 will govern.


Spirit Airlines – A320 Family Aircraft		LA3-1

1.	Credit Memorandum

1.1	Applicability of Credit Memoranda

1.1.1

All credit memoranda described in this Paragraph 1 are based on January 2003 delivery conditions and are subject to price revision to the date of Delivery of the applicable Aircraft in accordance with the Seller Price Revision Formula annexed to the Agreement in Exhibit G.

1.1.2

*****

1.2	Credit Memorandum

The Seller will provide the Buyer with credit memoranda described in Paragraphs (i) through (viii):

*****

2.	Special Credit Memorandum

2.1

*****

2.1.1

*****

2.1.2

*****

2.1.3

*****

2.1.4

*****

2.2	A321 Credit Memorandum

2.2.1

*****

2.2.2

*****

2.2.3

*****

3.	A320 Operations Credit Memorandum

3.1

*****

3.1.2

*****

3.1.3

*****

Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission.


Spirit Airlines – A320 Family Aircraft		LA3-2

4.	Support Credit Memorandum

4.1

*****

4.1.2

*****

4.1.3

*****

5.	Assignment

Notwithstanding any other provision of this Letter Agreement 3 or of the Agreement, this Letter Agreement 3 and the rights and obligations of the Buyer hereunder will not be assigned or transferred in any manner without the prior written consent of the Seller, and any attempted assignment or transfer in contravention of the provisions of this Paragraph 5 will be void and of no force or effect.

6.	Counterparts

This Letter Agreement 3 may be executed by the parties hereto in separate counterparts, each of which when so executed and delivered shall be an original, but all such counterparts shall together constitute one and the same instrument.

*****

Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission.


Spirit Airlines – A320 Family Aircraft		LA3-3

If the foregoing correctly sets forth our understanding, please execute the original and one (1) copy hereof in the space provided below and return a copy to the Seller.


Very truly yours,

AVSA, S.A.R.L.

By:		/s/ illegible

Its:


Agreed and Accepted

SPIRIT AIRLINES, INC.

By:		/s/ illegible

Its:


Spirit Airlines – A320 Family Aircraft		LA3-4

LETTER AGREEMENT NO. 4

As of May , 2004

Spirit Airlines, Inc.

2800 Executive Way

Miramar, Florida 33025

Re: FLEXIBILITY

Dear Ladies and Gentlemen,

SPIRIT AIRLINES, INC. (the “Buyer”), and AVSA, S.A.R.L. (the “Seller”), have entered into an Airbus A320 Family Purchase Agreement dated as of even date herewith (the “Agreement”), which covers, among other things, the sale by the Seller and the purchase by the Buyer of certain Aircraft, under the terms and conditions set forth in said Agreement. The Buyer and the Seller have agreed to set forth in this Letter Agreement No.4 (the “Letter Agreement”) certain additional terms and conditions regarding the sale of the Aircraft. Capitalized terms used herein and not otherwise defined in this Letter Agreement will have the meanings assigned thereto in the Agreement. The terms “herein,” “hereof” and “hereunder” and words of similar import refer to this Letter Agreement.

Both parties agree that this Letter Agreement will constitute an integral, nonseverable part of said Agreement, that the provisions of said Agreement are hereby incorporated herein by reference, and that this Letter Agreement will be governed by the provisions of said Agreement, except that if the Agreement and this Letter Agreement have specific provisions which are inconsistent, the specific provisions contained in this Letter Agreement will govern.


Spirit Airlines – A319/A320/A321 Purchase Agreement		LA4-1

1.	OPTION AIRCRAFT

1.1	Option Exercise

1.1.1

The Seller grants the Buyer the right to purchases up to ***** A319 Aircraft (the “ Option Aircraft ”) for delivery in the following delivery quarters:


1.1.2	Delivery	# of Option Aircraft	Delivery	# of Option Aircraft

	*****	*****	*****	*****

1.1.3

The foregoing delivery quarters are provisional and will remain subject to prior sale and the Seller’s and the Manufacturer’s commercial and industrial constraints until the relevant Option Aircraft is converted into a firm order for an A319 Aircraft.

1.1.4

*****

1.1.5

*****

1.1.6

*****

1.1.7

*****

1.1.8

*****

1.1.9

*****

1.2	Base Price

The Base Price of the Option Aircraft will be the same as for the Firm A319 Aircraft, the terms and conditions of which are set forth in Clause 3 of the Agreement. All Airframe prices will be subject to revision until Delivery of the relevant Aircraft in accordance with the Seller Price Revision Formula and all Propulsion System prices are subject to revision until Delivery of the relevant Aircraft in accordance with the Propulsion Systems Price Revision Formula in Exhibit H to the Agreement. In addition, the provisions of Paragraph 3 to Letter Agreement No. 9 of the Agreement shall be applicable in so far as such provisions are applicable to A319 Aircraft. Credits applicable to Option Aircraft are set forth in Paragraph 4 of this Letter Agreement 4.

1.3	Training Support

For each Option Aircraft converted into a firm order, the Seller shall provide the Buyer with the following training support:

(i)

*****

(ii)

*****

Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission.


Spirit Airlines – A319/A320/A321 Purchase Agreement		LA4-2

*****

2.1

*****

2.2

*****

3.	CONVERSION AIRCRAFT

3.1

The Seller grants the Buyer the one-time right, per A319 Aircraft, to convert any A319 Aircraft into an A320 Aircraft (the “Conversion A320 Aircraft”) or an A321Aircraft (the “Conversion A321 Aircraft”) (collectively the “Conversion Aircraft”), provided that the Buyer notifies the Seller in writing at least ***** in advance of the Scheduled Delivery Month of the initially ordered A319 Aircraft contemplated for conversion. Once exercised, the conversion is irrevocable. The scheduled delivery month in respect to Conversion Aircraft shall be as close as possible to the initially ordered A319 Aircraft, subject to the Seller’s and the Manufacturer’s then prevailing industrial and commercial constraints and other dispositions. The Base Prices of any Conversion Aircraft will be pursuant to Clause 3 of the Agreement as applicable to the A320 Aircraft and/or the A321 Aircraft. In addition, the provisions of Paragraph 3 to Letter Agreement No. 9 of the Agreement shall be applicable in so far as such provisions are applicable to the Conversion Aircraft. All Airframe prices will be subject to revision until Delivery of the relevant Aircraft in accordance with the Seller’s Price Revision Formula and all Propulsion System prices are subject to revision until Delivery of the relevant Aircraft in accordance with the Propulsion Systems Price Revision Formula in Exhibit H to the Agreement.

3.2	Upon conversion right exercise, the Buyer will pay to the Seller the incremental Predelivery Payments resulting from the difference in Predelivery Payment Reference

*****

Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission.


Spirit Airlines – A319/A320/A321 Purchase Agreement		LA4-3

Price of the A319 Aircraft and the Conversion A320 Aircraft and/or the Conversion A321 Aircraft, as applicable plus any other then due Predelivery Payments pursuant to Clause 5 in respect of the relevant Conversion Aircraft. The conversion shall only be effective upon receipt by the Seller of such Predelivery Payments.

3.3

*****

4.	CREDIT MEMORANDA WITH RESPECT TO OPTION AIRCRAFT AND CONVERSION AIRCRAFT

4.1

*****

4.2

*****

4.3

*****

Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission.


Spirit Airlines – A319/A320/A321 Purchase Agreement		LA4-5

4.4

*****

5.	ASSIGNMENT

6.	COUNTERPARTS

*****

Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission.


Spirit Airlines – A319/A320/A321 Purchase Agreement		LA4-6

If the foregoing correctly sets forth our understanding, please execute the original and one (1) copy hereof in the space provided below and return a copy to the Seller.


Very truly yours,

AVSA, S.A.R.L.

By:		/s/ illegible

Its:


Accepted and Agreed

SPIRIT AIRLINES, INC.

By:		/s/ illegible

Its:


Spirit Airlines – A319/A320/A321 Purchase Agreement		LA4-7

LETTER AGREEMENT NO. 5

As of May , 2004

Spirit Airlines, Inc.

2800 Executive Way

Miramar, Florida 33025

Re: PRODUCT SUPPORT

Dear Ladies and Gentlemen,

SPIRIT AIRLINES, INC. (the “Buyer”), and AVSA, S.A.R.L. (the “Seller”), have entered into an Airbus A320 Family Purchase Agreement dated as of even date herewith (the “Agreement”), which covers, among other things, the sale by the Seller and the purchase by the Buyer of certain Aircraft, under the terms and conditions set forth in said Agreement. The Buyer and the Seller have agreed to set forth in this Letter Agreement No. 5 (“Letter Agreement 5”) certain additional terms and conditions regarding the sale of the Aircraft. Capitalized terms used herein and not otherwise defined in this Letter Agreement 5 will have the meanings assigned thereto in the Agreement. The terms “herein,” “hereof” and “hereunder” and words of similar import refer to this Letter Agreement 5.

Both parties agree that this Letter Agreement 5 will constitute an integral, nonseverable part of said Agreement, that the provisions of said Agreement are hereby incorporated herein by reference, and that this Letter Agreement 5 will be governed by the provisions of said Agreement, except that if the Agreement and this Letter Agreement 5 have specific provisions which are inconsistent, the specific provisions contained in this Letter Agreement 5 will govern.

Spirit Airlines – A320 Family

1.	Clause 14.5 of the Agreement is deleted in it is entirety and replaced with the following language between the words “QUOTE” and “UNQUOTE”:

QUOTE

14.5

Revision Service

Unless otherwise specifically stated, revision service will be offered *****. Thereafter, revision service will be provided in accordance with the terms and conditions found in the then current Airbus North America Customer Services Catalog.

UNQUOTE

2.	Clause 14.8 of the Agreement is deleted in its entirety and replaced with the following language between the words “QUOTE” and “UNQUOTE”:

QUOTE

14.8

Technical Data Familiarization

*****

UNQUOTE

3.	Aircraft Maintenance Analysis Tool – AIRMAN

3.1

*****

Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission.

Spirit Airlines – A320 Family

3.2

*****

3.3

*****

4.	Less Paper Cockpit (LPC) Package

4.1

*****

4.2

*****

4.3

*****

5.	Maintenance Planning Data Support

5.1

*****

5.2

*****

Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission.

Spirit Airlines – A320 Family

6.	Paragraph 1.1 of Appendix A to Clause 16 of the Agreement is deleted in its entirety and replaced with the following language between the words “QUOTE” and “UNQUOTE”:

QUOTE

1.1	Flight Crew Training .

*****

UNQUOTE

*****

9.	Significant Warranty Claims

*****

10.	Leased Aircraft Warranty

*****

11.	ASSIGNMENT

Notwithstanding any other provision of this Letter Agreement 5 or of the Agreement, this Letter Agreement 5 and the rights and obligations of the Buyer hereunder will not be assigned or transferred in any manner without the prior written consent of the Seller, and any attempted assignment or transfer in contravention of the provisions of this Paragraph 5 will be void and of no force or effect.

12.	COUNTERPARTS

This Letter Agreement 5 may be executed by the parties hereto in separate counterparts, each of which when so executed and delivered shall be an original, but all such counterparts shall together constitute one and the same instrument.

*****

Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission.

Spirit Airlines – A320 Family

If the foregoing correctly sets forth our understanding, please execute the original and one (1) copy hereof in the space provided below and return a copy to the Seller.


Very truly yours,

AVSA, S.A.R.L.

By:		/s/ illegible

Its:


Accepted and Agreed

SPIRIT AIRLINES, INC.

By:		/s/ illegible

Its:

Spirit Airlines – A320 Family

LETTER AGREEMENT NO. 6

As of May , 2004

Spirit Airlines, Inc.

2800 Executive Way

Miramar, Florida 33025

Re: A319/A320/A321 PERFORMANCE GUARANTEES

Ladies and Gentlemen,

Spirit Airlines, Inc. (the “Buyer”), and AVSA, S.A.R.L. (the “Seller”), have entered into an Airbus A320 Family Purchase Agreement, dated as of even date herewith (the “Agreement”), which covers, among other things, the sale by the Seller and the purchase by the Buyer of certain Aircraft, under the terms and conditions set forth in said Agreement. The Buyer and the Seller have agreed to set forth in this Letter Agreement No. 6 (“Letter Agreement 6”) certain additional terms and conditions regarding the sale of the Aircraft. Capitalized terms used herein and not otherwise defined in this Letter Agreement 6 will have the meanings assigned thereto in the Agreement. The terms “herein”, “hereof” and “hereunder” and words of similar import refer to this Letter Agreement 6.

Both parties agree that this Letter Agreement 6 will constitute an integral, nonseverable part of said Agreement, that the provisions of said Agreement are hereby incorporated herein by reference, and that this Letter Agreement 6 will be governed by the provisions of said Agreement, except that if the Agreement and this Letter Agreement 6 have specific provisions that are inconsistent, the specific provisions contained in this Letter Agreement 6 will govern.

The Seller, in its capacity as “the Buyer” under its arrangement with the Manufacturer, has negotiated and obtained the performance guarantees reproduced between the words QUOTE and UNQUOTE from the Manufacturer, in its capacity as “the Seller” with respect to the Aircraft, and which are subject to the terms, conditions, limitations and restrictions all as hereinafter set out. The Seller hereby assigns to the Buyer and the Buyer hereby accepts, all of the rights and obligations of the Seller in its capacity as “the Buyer” as aforesaid under the said performance guarantees and the Seller subrogates the Buyer into all such rights and obligations in respect of the Aircraft. The Seller hereby warrants to the Buyer that it has all the requisite authority to make the foregoing assignment and effect the foregoing subrogation to and in favour of the Buyer and that it will not enter into any amendment of the provisions so assigned without the prior written consent of the Buyer. Capitalized terms utilized in the following


Spirit Airlines – A320 Family		LA6-1

quoted provisions and not otherwise defined herein will have the meanings assigned thereto in the Agreement except that the term “the Seller” refers to the Manufacturer and the term “the Buyer” refers to the Seller.

QUOTE

1	AIRCRAFT CONFIGURATION

The guarantees defined below (the “Guarantees”) are applicable to the A3l9 Aircraft A320 Aircraft and theA32I Aircraft as described in the Standard Specifications and as amended by the Specification Change Notices (SCN’s) defined below without taking into account any further changes thereto as provided in the Agreement (the “Specification” for the purposes of this Letter Agreement 6).

1.1	A319-100 With International Aero Engines (IAE) V2524-A5 engines

*****

1.2	A320-200 with International Aero Engines (IAE) V2527-A5 engines

*****

1.3	A320-200 with International Aero Engines (IAE) V2533-A5 engines

*****

2	GUARANTEED PERFORMANCE

2.1

*****

2.2

*****

2.3

*****

Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission.


Spirit Airlines – A320 Family		LA6-2

2.4

*****

2.4.1

*****

2.4.2

*****

2.4.3

*****

3	MANUFACTURER’S WEIGHT EMPTY

*****

3.1

*****

3.2

*****

3.3

*****

4	GUARANTEE CONDITIONS

4.1

*****

4.2

*****

Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission.


Spirit Airlines – A320 Family		LA6-3

4.2.1

*****

4.3

*****

4.4

*****

4.5

*****

5	GUARANTEE COMPLIANCE

5.1

*****

5.2

*****

5.3

*****

5.4

*****

5.5

*****

Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission.


Spirit Airlines – A320 Family		LA6-4

5.6

*****

5.7

*****

6	ADJUSTMENT OF GUARANTEES

6.1

*****

6.2

*****

7	EXCLUSIVE GUARANTEES

*****

8	UNDERTAKING REMEDIES

*****

9	ASSIGNMENT

Notwithstanding any other provisions of this Letter Agreement 6 or of the Agreement, this Letter Agreement 6 and the rights and obligations of the Buyer hereunder will not be assigned or transferred in any manner without prior written consent of the Seller and any attempted assignment or transfer in contravention of the provisions of this sentence will be void and of no force and effect.

10	COUNTERPARTS

This Letter Agreement 6 may be executed by the parties hereto in separate counterparts, each of which when so executed and delivered shall be an original, but all such counterparts shall together constitute one and the same instrument.

*****

Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission.


Spirit Airlines – A320 Family		LA6-5

If the foregoing correctly sets forth our understanding, please execute the original and one (1) copy hereof in the space provided below and return a copy to the Seller.


Very truly yours,

AVSA, S.A.R.L.

By:		/s/ illegible

Title:


Accepted and Agreed

Spirit Airlines, Inc.

By:		/s/ illegible

Title:


Spirit Airlines – A320 Family		LA6-6

LETTER AGREEMENT NO. 7

As of May , 2004

Spirit Airlines, Inc.

2800 Executive Way

Miramar, Florida 33025

Re: DISPATCH RELIABILITY GUARANTEE

Dear Ladies and Gentlemen,

Both parties agree that this Letter Agreement 7 will constitute an integral, nonseverable part of said Agreement, that the provisions of said Agreement are hereby incorporated herein by reference, and that this Letter Agreement 7 will be governed by the provisions of said Agreement, except that if the Agreement and this Letter Agreement 7 have specific provisions which are inconsistent, the specific provisions contained in this Letter Agreement 7 will govern.

The Seller represents and warrants that the Manufacturer has provided to the Seller reliability guarantees with respect to the Aircraft, which guarantees are reproduced below between the words QUOTE and UNQUOTE and which are subject to the terms, conditions, limitations and restrictions all as hereinafter set out, and that such guarantees are in full force and effect and have not been amended. The Seller hereby assigns to the Buyer and the Buyer hereby accepts all of the Seller’s rights and obligations as the “Buyer” under the said reliability guarantees and the Seller subrogates the Buyer to all such rights and obligations in respect of the Aircraft covered thereby (which, for the purposes of this Letter Agreement 7 only, will be deemed to include Leased Aircraft within the meaning of Letter Agreement 8 to the Agreement). The Seller hereby warrants to the Buyer that (i) it has all the requisite authority to make the


Spirit Airlines – A320 Family		LA7-1

foregoing assignment to and effect the foregoing subrogation in favor of the Buyer, (ii) such assignment and subrogation are effective to confer on the Buyer all of the foregoing rights and obligations of the Seller, and (iii) the Seller will not enter into any amendment of the provisions so assigned or subrogated without the prior written consent of the Buyer.

QUOTE

*****

1.1

*****

2.	DEFINITIONS

2.1

*****

Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission.


Spirit Airlines – A320 Family		LA7-2

2.2

*****

2.3

*****

2.4

*****

2.5

*****

Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission.


Spirit Airlines – A320 Family		LA7-.3

2.6

*****

2.7

*****

Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission.


Spirit Airlines – A320 Family		LA7-4

2.8

*****

3.	GUARANTEE

3.1

*****

3.2

*****

4.	BUYER’S AND SELLER’S OBLIGATION

4.1

*****

4.2

*****

5.	ADJUSTMENT

*****

6.	ACHIEVED DISPATCH RELIABILITY REVIEW MEETINGS

*****

Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission.


Spirit Airlines – A320 Family		LA7-5

7.	LIABILITY LIMITATION

*****

8.	APPLICABILITY OF AGREEMENT

*****

UNQUOTE

In consideration of the assignment and subrogation by the Seller under this Letter Agreement 7 in favor of the Buyer in respect of the Seller’s rights against and obligations to the Manufacturer under the provisions quoted above, the Buyer hereby accepts such assignment and subrogation and agrees to be bound by all of the terms, conditions and limitations therein contained. The Buyer and Seller recognize and agree that all the provisions of Clause 12 of the Agreement, including without limitation the Exclusivity of Warranties and General Limitations of Liability and Duplicate Remedies provisions therein contained, will apply to the foregoing performance guarantees.

9.	ASSIGNMENT

Notwithstanding any other provision of this Letter Agreement 7 or of the Agreement, this Letter Agreement 7 and the rights and obligations of the Buyer hereunder will not be assigned or transferred in any manner without the prior written consent of the Seller, and any attempted assignment or transfer in contravention of the provisions of this Paragraph 9 will be void and of no force or effect.

10.	COUNTERPARTS

This Letter Agreement 7 may be executed by the parties hereto in separate counterparts, each of which when so executed and delivered shall be an original, but all such counterparts shall together constitute one and the same instrument.

*****

Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission.


Spirit Airlines – A320 Family		LA7-6

If the foregoing correctly sets forth our understanding, please execute the original and one (1) copy hereof in the space provided below and return a copy to the Seller.


Very truly yours,

AVSA, S.A.R.L.

By:		/s/ illegible

Its:


Accepted and Agreed

SPIRIT AIRLINES, INC.

By:		/s/ illegible

Its:


Spirit Airlines – A320 Family		LA7-7

LETTER AGREEMENT NO. 8

As of May , 2004

Spirit Airlines, Inc.

2800 Executive Way

Miramar, Florida 33025

Re: LEASED AIRCRAFT

Dear Ladies and Gentlemen,

SPIRIT AIRLINES, INC. (the “Buyer”), and AVSA, S.A.R.L. (the “Seller”), have entered into an Airbus A320 Family Purchase Agreement dated as of even date herewith (the “Agreement”), which covers, among other things, the sale by the Seller and the purchase by the Buyer of certain Aircraft, under the terms and conditions set forth in said Agreement. The Buyer and the Seller have agreed to set forth in this Letter Agreement No.8 (“Letter Agreement 8”) certain additional terms and conditions regarding the sale of the Aircraft. Capitalized terms used herein and not otherwise defined in this Letter Agreement 8 will have the meanings assigned thereto in the Agreement. The terms “herein,” “hereof” and “hereunder” and words of similar import refer to this Letter Agreement 8.

Both parties agree that this Letter Agreement 8 will constitute an integral, nonseverable part of said Agreement, that the provisions of said Agreement are hereby incorporated herein by reference, and that this Letter Agreement 8 will be governed by the provisions of said Agreement, except that if the Agreement and this Letter Agreement 8 have specific provisions which are inconsistent, the specific provisions contained in this Letter Agreement 8 will govern.


Spirit Airlines – A320 Family		LA8-1

1	Leased Aircraft

1.1

*****

1.2

*****

2	Training and Field Service Support

2.1

*****

2.2

*****

2.3

*****

Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission.


Spirit Airlines – A320 Family		LA8-2

3	Assignment

Notwithstanding any other provision of this Letter Agreement 8 or of the Agreement, this Letter Agreement 8 and the rights and obligations of the Buyer hereunder will not be assigned or transferred in any manner without the prior written consent of the Seller, and any attempted assignment or transfer in contravention of the provisions of this Paragraph 5 will be void and of no force or effect.

4	Counterparts

This Letter Agreement 8 may be executed by the parties hereto in separate counterparts, each of which when so executed and delivered shall be an original, but all such counterparts shall together constitute one and the same instrument.


Spirit Airlines – A320 Family		LA8-3

If the foregoing correctly sets forth our understanding, please execute the original and one (1) copy hereof in the space provided below and return a copy to the Seller.


Very truly yours,

AVSA, S.A.R.L.

By:		/s/ illegible

Its:


Accepted and Agreed

SPIRIT AIRLINES, INC.

By:		/s/ illegible

Its:


Spirit Airlines – A320 Family		LA8-4

LETTER AGREEMENT NO. 9

As of May , 2004

Spirit Airlines, Inc.

2800 Executive Way

Miramar, Florida 33025

Re: CUSTOMIZATION AND RETROFITS

Dear Ladies and Gentlemen,

Both parties agree that this Letter Agreement 9 will constitute an integral, nonseverable part of said Agreement, that the provisions of said Agreement are hereby incorporated herein by reference, and that this Letter Agreement 9 will be governed by the provisions of said Agreement, except that if the Agreement and this Letter Agreement 9 have specific provisions which are inconsistent, the specific provisions contained in this Letter Agreement 9 will govern.


Spirit Airlines – A320 Family		LA9-1

1.	Additional Customization Concessions

1.1	Overhead Stowage

1.1.1

*****

1.2	Decompression Panels

1.2.1

*****

Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission.


Spirit Airlines – A320 Family		LA9-2

1.3	Enhanced Protection

1.3.1

*****

1.4

*****

2.	Take-Off Weight Upgrade on Second-hand Aircraft

2.1

*****

2.2

*****

3.	Retrofit Modifications

*****

Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission.


Spirit Airlines – A320 Family		LA9-3

4.	Post-Delivery Lavatory Modifications

*****

Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission.


Spirit Airlines – A320 Family		LA9-4

5.	Assignment

Notwithstanding any other provision of this Letter Agreement 9 or of the Agreement, this Letter Agreement 9 and the rights and obligations of the Buyer hereunder will not be assigned or transferred in any manner without the prior written consent of the Seller, and any attempted assignment or transfer in contravention of the provisions of this Paragraph 5 will be void and of no force or effect.

6.	Counterparts

This Letter Agreement 9 may be executed by the parties hereto in separate counterparts, each of which when so executed and delivered shall be an original, but all such counterparts shall together constitute one and the same instrument.


Spirit Airlines – A320 Family		LA9-5

If the foregoing correctly sets forth our understanding, please execute the original and one (1) copy hereof in the space provided below and return a copy to the Seller.


Very truly yours,

AVSA, S.A.R.L.

By:		/s/ illegible

Its:


Accepted and Agreed

Spirit Airlines, Inc.

By:		/s/ illegible

Its:


Spirit Airlines – A320 Family		LA9-6

LETTER AGREEMENT NO. 10

As of May , 2004

Spirit Airlines, Inc.

2800 Executive Way

Miramar, Florida 33025

Re: SIDELETTER AGREEMENT

Ladies and Gentlemen,

Both parties agree that this Letter Agreement 10 will constitute an integral, nonseverable part of said Agreement, that the provisions of said Agreement are hereby incorporated herein by reference, and that this will be governed by the provisions of said Agreement, except that if the Agreement and this Letter Agreement 10 have specific provisions which are inconsistent, the specific provisions contained in this will govern.


Spirit Airlines – A320 Family		LA10-1

*****

1.1

*****

1.2

*****

2.1

*****

2.2

*****

3.	Assignment

Notwithstanding any other provision of this Letter Agreement 10 or of the Agreement, this Letter Agreement 10 and the rights and obligations of the Buyer hereunder will not be assigned or transferred in any manner without the prior written consent of the Seller, and any attempted assignment or transfer in contravention of the provisions of this Paragraph 5 will be void and of no force or effect.

4.	Counterparts

This Letter Agreement 10 may be executed by the parties hereto in separate counterparts, each of which when so executed and delivered shall be an original, but all such counterparts shall together constitute one and the same instrument.

*****

Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission.


Spirit Airlines – A320 Family		LA10-2

If the foregoing correctly sets forth our understanding, please execute the original and one (1) copy hereof in the space provided below and return a copy to the Seller.


Very truly yours,

AVSA, S.A.R.L.

By:		/s/ illegible

Its:


Accepted and Agreed

Spirit Airlines, Inc.

By:		/s/ illegible

Its:


Spirit Airlines – A320 Family		LA10-3

LETTER AGREEMENT NO. 11

As of May , 2004

Spirit Airlines, Inc.

2800 Executive Way

Miramar, Florida 33025

Re: MISCELLANEOUS

Dear Ladies and Gentlemen,

SPIRIT AIRLINES, INC. (the “Buyer”), and AVSA, S.A.R.L. (the “Seller”), have entered into an Airbus A320 Family Purchase Agreement dated as of even date herewith (the “Agreement”), which covers, among other things, the sale by the Seller and the purchase by the Buyer of certain Aircraft, under the terms and conditions set forth in said Agreement. The Buyer and the Seller have agreed to set forth in this Letter Agreement No. 11 (“Letter Agreement 11”) certain additional terms and conditions regarding the sale of the Aircraft. Capitalized terms used herein and not otherwise defined in this Letter Agreement 11 will have the meanings assigned thereto in the Agreement. The terms “herein,” “hereof” and “hereunder” and words of similar import refer to this Letter Agreement 11.

Both parties agree that this Letter Agreement 11 will constitute an integral, nonseverable part of said Agreement, that the provisions of said Agreement are hereby incorporated herein by reference, and that this Letter Agreement 11 will be governed by the provisions of said Agreement, except that if the Agreement and this Letter Agreement 11 have specific provisions which are inconsistent, the specific provisions contained in this Letter Agreement 11 will govern.


Spirit Airlines – A320 Family Aircraft		LA11-1

1.	Clause 5.8 of the Agreement is deleted in its entirety and replaced with the following language between words “QUOTE” and “UNQUOTE”.

QUOTE

5.8

*****

UNQUOTE

2.	Clauses 7 of the Agreement is deleted in its entirety and replaced with the following language between words “QUOTE” and “UNQUOTE”.

QUOTE

*****

Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission.


Spirit Airlines – A320 Family Aircraft		LA11-2

7 -	CERTIFICATION

Except as set forth in this Clause 7, the Seller will not be required to obtain any certificate or approval with respect to the Aircraft.

7.1	Type Certification

The Aircraft have been type certificated under EASA procedures for joint certification in the transport category. The Seller will obtain or cause to be obtained an FAA type certificate (the “Type Certificate”) to allow the issuance of the Export Certificate of Airworthiness.

7.2	Export Certificate of Airworthiness

Subject to the provisions of Clause 7.3, each Aircraft will be delivered to the Buyer with an Export Certificate of Airworthiness issued by the DGAC, or the LBA, as applicable, and in a condition enabling the Buyer (or an eligible person under then applicable law) to obtain immediately and without repair, maintenance or modification at the time of Delivery a Standard Airworthiness Certificate issued pursuant to Part 21 of the US Federal Aviation Regulations. ***** However, the Seller will have no obligation, whether before, at or after Delivery of any Aircraft, to make any alterations (including all related costs) to such Aircraft to enable such Aircraft to meet FAA or U.S. Department of Transportation requirements for specific operation on the Buyer’s routes, except as may be provided for in this Agreement.

7.3	Specification Changes Before Delivery

7.3.1

*****

Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission.


Spirit Airlines – A320 Family Aircraft		LA11-3

7.3.2

7.3.3

*****

7.3.4

Notwithstanding the provisions of Clauses 7.3.3, if a Change in Law relates to an item of BFE or to the Propulsion Systems (and, in particular, to engine accessories, quick engine change units or thrust reversers) the costs will be borne in accordance with such arrangements as may be made separately between the Buyer and the manufacturer of the BFE or the Propulsion Systems, as applicable, and the Seller will have no obligation with respect thereto.

7.3.5

*****

Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission.


Spirit Airlines – A320 Family Aircraft		LA11-4

7.4	Specification Changes After Delivery

UNQUOTE

3.	Clause 8.4 of the Agreement is renumbered to Clause 8.5.

4.	Clause 8.5 of the Agreement is renumbered to Clause 8.6.

5.	Clause 8.4, below, is added to the Agreement:

“8.4

***** ”

*****

Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission.


Spirit Airlines – A320 Family Aircraft		LA11-5

6.	Clause 8.5 of the Agreement is deleted in its entirety and replaced with the following language between words “QUOTE” and “UNQUOTE”.

QUOTE

8.5

Finality of Acceptance.

*****

UNQUOTE

7.	Clause 9.1.2 of the Agreement is deleted in its entirety and replaced with the following language between words “QUOTE” and “UNQUOTE”.

QUOTE

9.1.2

Delivery Notices

9.1.2.1

*****

9.1.2.2

*****

9.1.2.3

*****

Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission.


Spirit Airlines – A320 Family Aircraft		LA11-6

9.1.2.4

*****

UNQUOTE

8.	Clause 10 of the Agreement is deleted in its entirety and replaced with the following language between the words “QUOTE” and “UNQUOTE.”

QUOTE

10 -

EXCUSABLE DELAY AND TOTAL LOSS

10.1

Scope of Excusable Delay

Neither the Seller, the Manufacturer, the Associated Contractors, nor any Affiliate of any of the foregoing, will be responsible for or be deemed to be in default on account of delays in delivery of or failure to deliver an Aircraft or otherwise in the performance of this Agreement or any part hereof due to causes reasonably beyond the Seller’s, the Manufacturer’s or any Associated Contractor’s control or not occasioned by the Seller’s, the Manufacturer’s or any Associated Contractor’s fault or negligence (“ Excusable Delay ”), including, but not limited to: (i) acts of God or the public enemy, natural disasters, fires, floods, storms beyond ordinary strength, explosions or earthquakes; epidemics or quarantine restrictions; serious accidents; total or constructive total loss; any law, decision, regulation, directive or other act (whether or not having the force of law but if not having the force of law, with which similar entities generally comply) of any government or of the Council of the European Community or the Commission of the European Community or of any national, Federal, State, municipal or other governmental department, commission, board, bureau, agency, court or instrumentality, domestic or foreign; governmental priorities, regulations or orders affecting allocation of materials, facilities or a completed Aircraft; war, civil war or warlike operations, terrorism, insurrection or riots; failure of transportation; strikes or labor troubles causing cessation, slow down or interruption of work; delay in obtaining any airworthiness or type certification; inability after due and timely diligence to procure materials, accessories, equipment or parts; *****.

*****

Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission.


Spirit Airlines – A320 Family Aircraft		LA11-7

10.2

Consequences of Excusable Delay

10.2.1

If an Excusable Delay occurs the Seller will

(i)

notify the Buyer of such Excusable Delay as soon as practicable after becoming aware of the same;

(ii)

not be deemed to be in default in the performance of its obligations hereunder as a result of such Excusable Delay;

(iii)

not be responsible for any damages arising from or in connection with such Excusable Delay suffered or incurred by the Buyer;

(iv)

10.3

Termination on Excusable Delay

10.3.1

*****

10.3.2

*****

10.3.3

*****

Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission.


Spirit Airlines – A320 Family Aircraft		LA11-8

10.3.4

*****

10.4

Total Loss, Destruction or Damage

If, prior to Delivery, any Aircraft is lost, destroyed or in the reasonable opinion of the Seller is damaged beyond economic repair (“ Total Loss ”), the Seller will notify the Buyer to this effect as soon as practicable but in no event more than ***** after such occurrence. The Seller will include in said notification (or as soon after the issue of the notice as such information becomes available to the Seller) the earliest date consistent with the Seller’s other commitments and production capabilities that an aircraft to replace the Aircraft may be delivered to the Buyer and the Scheduled Delivery Month will be extended as specified in the Seller’s notice to accommodate the delivery of the replacement aircraft; provided, however, that if the Scheduled Delivery Month is extended to a month that is more than ***** after the last day of the original Scheduled Delivery Month ***** :

(i)

(ii)

the parties execute an amendment to this Agreement recording the variation in the Scheduled Delivery Month.

*****

Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission.


Spirit Airlines – A320 Family Aircraft		LA11-9

*****

10.5

Excusable Delay Escalation

*****

10.6

REMEDIES

*****

UNQUOTE

9.	Clause 11 of the Agreement is deleted in its entirety and replaced with the following language between the words “QUOTE” and “UNQUOTE.”

QUOTE

*****

Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission.


Spirit Airlines – A320 Family Aircraft		LA11-10

11 -

EXCUSABLE DELAY

11.1.1

Liquidated Damages in the case of an Inexcusable Delay

Should an Aircraft not be Ready for Delivery within ***** , then such delay will be termed an “ Inexcusable Delay .” In the event of an Inexcusable Delay, the Buyer will have the right to claim, and the Seller will pay the Buyer liquidated damages of ***** .

*****

11.1.2

Liquidated Damages with Short Term Notice Inexcusable Delay

*****

Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission.


Spirit Airlines – A320 Family Aircraft		LA11-11

11.1.3

The Buyer shall submit a written claim for liquidated damages to the Seller not later than one thirty (30) days after the last day of the Scheduled Delivery Month (as such month may be changed pursuant to Clauses 2, 7 or 10).

11.2

Renegotiation

If, as a result of an Inexcusable Delay, Delivery does not occur within ***** after the last day of the Scheduled Delivery Month, the Buyer will have the right, exercisable by written notice to the Seller given between ***** after such ***** to require form the Seller a renegotiation of the Scheduled Delivery Month for the affected Aircraft. Unless otherwise agreed between the Seller and the Buyer during such renegotiation, said renegotiation will not prejudice the Buyer’s right to receive liquidated damages in accordance with Clause 11.1.

11.3

Termination

*****

Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission.


Spirit Airlines – A320 Family Aircraft		LA11-12

11.4

Setoff Payments

Notwithstanding anything to the contrary contained herein, before being required to make any payments under Clauses 11.1 or 11.3 above, the Seller will have the right to apply any and all sums previously paid by the Buyer to the Seller with respect to a terminated Aircraft to the payment of any other amounts due and owing from the Buyer to the Seller or any Affiliate thereof under any agreement between them.

11.5

Price Revision

*****

11.6

REMEDIES

UNQUOTE

10.	Clause 16.5.3 of the Agreement is deleted in its entirety and replaced with the following language between the words “QUOTE” and “UNQUOTE.”

QUOTE

16.5.3

If the Seller should determine that a trainee lacks the required entry level, such trainee will, following consultation with the Buyer, be withdrawn from the program.

*****

Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission.


Spirit Airlines – A320 Family Aircraft		LA11-13

*****

UNQUOTE

11.	Clause 18 of the Agreement is deleted in its entirety and replaced with the following language between the words “QUOTE” and “UNQUOTE.”

QUOTE

18 -

BUYER FURNISHED EQUIPMENT

18.1

Administration

18.1.1

The Buyer will also provide, when requested by the Manufacturer, at Airbus France S.A.S. works and/or at Airbus Deutschland Gmbh works, as applicable and needed, adequate field service, including support from BFE suppliers to act in A technical advisory capacity to the Seller in the installation, calibration and possible repair of any BFE.

*****

Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission.


Spirit Airlines – A320 Family Aircraft		LA11-14

18.1.2

The BFE will be imported into France or into Germany by the Buyer under a suspensive customs system ( “Régime de l’entrepôt industriel pour fabrication coordonnée” or “Zollverschluss” ) without application of any French or German tax or customs duty, and will be Delivered Duty Unpaid (DDU) (as defined in Incoterms 2000:ICC Official Rules for the Interpretation of Trade Terms, published by the International Chamber of Commerce), to

AIRBUS FRANCE S.A.S.

316 Route de Bayonne

31300

Toulouse FRANCE

AIRBUS DEUTSCHLAND GMBH

Division Hamburger Flugzeugbau

Kreetslag 10

21129 HAMBURG

FEDERAL REPUBLIC OF GERMANY

18.1.3

*****

18.2

Requirements

*****

Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission.


Spirit Airlines – A320 Family Aircraft		LA11-15

approved by the applicable Aviation Authority delivering the Export Certificate of Airworthiness and by the Buyer’s Aviation Authority for installation and use on the Aircraft at the time of Delivery of such Aircraft. The Seller will be entitled to refuse any item of BFE that it considers incompatible with the Specification, the engineering definition mentioned above in Clause 18.1.1 or the certification requirements.

18.3

Buyer’s Obligation and Seller’s Remedies

18.3.1

Any delay or failure in

(i)

furnishing the BFE in serviceable condition at the requested delivery date,

(ii)

complying with Clause 18.2 or in providing the descriptive information or service representatives required by Clause 18.1.1, or

(iii)

obtaining any required approval for such equipment under the Aviation Authorities’ regulations

*****

18.3.2

*****

Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission.


Spirit Airlines – A320 Family Aircraft		LA11-16

18.4

Title and Risk of Loss

18.5

Disposition of BFE Following Termination

18.5.1

*****

18.5.2

*****

18.5.3

*****

Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission.


Spirit Airlines – A320 Family Aircraft		LA11-17

18.5.4

*****

18.5.5

*****

UNQUOTE

12.	Clause 20 of the Agreement is deleted in its entirety and replaced with the following language between the words “QUOTE” and “UNQUOTE.”

QUOTE

20 -

ASSIGNMENTS AND TRANSFERS

20.1

Successors and Assigns

Subject to the provisions of this Clause 20, this Agreement will inure to the benefit of and be binding upon the successors and assigns of the parties hereto. This Agreement may not be assigned in whole or in part by either party without the prior written consent of the other, except as specifically provided herein.

20.2

Assignments and Transfers by the Seller

20.2.1

Seller Designations

The Seller may at any time, with notice to the Buyer, designate the Manufacturer, ANACS, any Associated Contractor or any Affiliate of the Seller, or any particular facilities or particular personnel of each, to be responsible for, and/or to provide the goods and services to be provided or performed under this Agreement. No such designation will release the Seller from any of its obligations hereunder.

*****

Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission.


Spirit Airlines – A320 Family Aircraft		LA11-18

20.2.2

Seller Designations

*****

20.2.3

Transfer of Rights and Obligations upon Reorganization

If at any time the date upon which all the obligations and liabilities of the Seller under this Agreement have been discharged, the legal structure, the membership or the business of the Seller is reorganized or the legal form of the Seller is changed and as a consequence thereof the Seller wishes the Buyer to accept the substitution of the Seller by another entity within the restructured Airbus group (or the Seller in its new legal form) (“ Newco ”) as contemplated below, the Seller will promptly notify the Buyer of its wish.

In such event, the Seller may request the Buyer to enter into a novation agreement and/or other agreement having the same effect whereby the Seller’s rights and obligations under this Agreement are novated or transferred in favor of Newco. Upon receipt of such request, the Buyer will enter into a novation agreement and/or other appropriate agreement, provided that the Buyer’s rights and obligations under this Agreement are not adversely affected by such novation and/or other agreement.

20.3

Assignments by the Buyer

20.3.1

Assignment on Sale, Merger or Consolidation

*****

Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission.


Spirit Airlines – A320 Family Aircraft		LA11-19

20.3.2

Assignment to Affiliate

*****

Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission.


Spirit Airlines – A320 Family Aircraft		LA11-20

20.3.3

*****

20.3.4

*****

UNQUOTE

13.	Clause 21 of the Agreement is deleted in its entirety and replaced with the following language between words “QUOTE” and “UNQUOTE”.

QUOTE

*****

Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission.


Spirit Airlines – A320 Family Aircraft		LA11-21

21 -

TERMINATION FOR CERTAIN EVENTS

21.1

Buyer Termination Events

21.1.1

Each of the following will constitute a “Buyer Termination Event” under this Agreement and immediately upon the occurrence of a Buyer Termination Event, the Buyer will notify the Seller of such occurrence in writing as provided in Clause 22.2 hereof, provided, however, that any failure by the Buyer to notify the Seller will not prejudice the Seller’s rights hereunder:

(1)

The Buyer commences any case, proceeding or other court action with respect to the Buyer in any jurisdiction relating to bankruptcy, insolvency, reorganization, relief from creditors, arrangement, winding-up, liquidation, dissolution or other relief with respect to its debts (a “Buyer Insolvency Proceeding”) or any other party commences a Buyer Insolvency Proceeding against the Buyer and such Insolvency Proceeding remains unstayed, undismissed or undischarged for ninety (90) days.

(2)

An action is commenced seeking the appointment of a receiver, trustee, custodian or other similar official for the Buyer for all or substantially all of its assets, and such action remains un stayed, undismissed or undischarged for ninety (90) days, or the Buyer makes a general assignment for the benefit of its creditors.

(3)

An action is commenced against the Buyer seeking issuance of a warrant of attachment, execution, distraint or similar process against all or any substantial part of its assets, and such action remains unstayed, undismissed or undischarged for ninety (90) days.

(4)

The Buyer becomes insolvent or fails generally to pay its debts as they become due.

(5)

*****

(6)

*****

(7)

*****

Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission.


Spirit Airlines – A320 Family Aircraft		LA11-22

(8)

*****

21.1.2

If a Buyer Termination Event occurs, the Buyer will be in material breach of this Agreement, and the Seller will have the right to resort to any remedy under applicable law, and may, without limitation, by written notice to the Buyer, immediately:

*****

Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission.


Spirit Airlines – A320 Family Aircraft		LA11-23

21.1.3

Actual or liquidated damages shall be payable by Buyer promptly, and in any event within ten (10) days of the date of written notice and demand therefor from Seller, such demand to set forth in reasonable detail the calculation of such actual or liquidated damages and shall identify the Termination Event upon which the Seller is relying. The parties agree that the remedy of liquidated damages is not to be denied to the Seller due to the inability of Seller to deliver a notice and demand for payment thereof due to the operation of law following a bankruptcy or other Termination Event under Clause 21.1(1) - (4). The parties further agree that in circumstances where a Termination Event has occurred and the Seller does not cancel this Agreement as to any or all Aircraft, but instead seeks to recover its actual damages resulting therefrom, the amount of actual damages payable by the Buyer shall not exceed the amount of liquidated damages that could have been claimed by Seller pursuant to Clause 21.2 (2) had the Seller elected to claim, as a result of such Termination Event, liquidated damages pursuant to Clause 21.2(2).


Spirit Airlines – A320 Family Aircraft		LA11-24

21.1.4

21.1.5

The terms “ Affected Aircraft ”, “ Applicable Date and “ Escalated Price ” are defined as follows:

(i)

“ Affected Aircraft ” - (a) any or all Aircraft with respect to which the Seller has cancelled or terminated this Agreement pursuant to Clause 21.1.2(1)(iv).

(ii)

“ Applicable Date ” - for any Affected Aircraft the date of the Termination Event which the Seller specifies in its notice and demand for payment of liquidated damages delivered under Clause 21.1(3).

(iii)

“ Escalated Price ” - the sum of (i) the Base Price of the Airframe (set forth in Clause 3.1.1 hereof), (ii) the Base Price of SCNs and MSCNs entered into after the date of this Agreement, and (iii) the reference Price of the Propulsion systems, all as escalated to the Applicable Date in accordance with the provisions of Clause 4 of this Agreement.

21.2

*****

21.2.1

*****

Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission.


Spirit Airlines – A320 Family Aircraft		LA11-25

21.2.2

*****

Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission.


Spirit Airlines – A320 Family Aircraft		LA11-26

21.3

If at any time prior to Scheduled Delivery Date of an Aircraft, the Seller has reasonable grounds for insecurity as to the ability of the Buyer to perform its obligation to take Delivery of such Aircraft, then the Seller will send the Buyer a written demand for adequate assurance of performance. If adequate assurance reasonably acceptable to the Seller is not received within thirty (30) days following the date of such written demand, then the Seller will have the right to either (a) exercise the remedies provided under Section 2-609 of the Uniform Commercial Code or (b) exercise any of its remedies under Clause 21.1.2 of this Agreement.

21.4

*****

Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission.


Spirit Airlines – A320 Family Aircraft		LA11-27

UNQUOTE

14.	ASSIGNMENT

Notwithstanding any other provision of this Letter Agreement 11 or of the Agreement, this Letter Agreement 11 and the rights and obligations of the Buyer hereunder will not be assigned or transferred in any manner without the prior written consent of the Seller, and any attempted assignment or transfer in contravention of the provisions of this Paragraph 5 will be void and of no force or effect.

15.	COUNTERPARTS

This Letter Agreement 11 may be executed by the parties hereto in separate counterparts, each of which when so executed and delivered shall be an original, but all such counterparts shall together constitute one and the same instrument.


Spirit Airlines – A320 Family Aircraft		LA11-28

If the foregoing correctly sets forth our understanding, please execute the original and one (1) copy hereof in the space provided below and return a copy to the Seller.


Very truly yours,

AVSA, S.A.R.L.

By:		/s/ illegible

Its:


Accepted and Agreed

SPIRIT AIRLINES, INC.

By:		/s/ illegible

Its:


Spirit Airlines – A320 Family Aircraft		LA11-29

Exhibit 23.2

Consent of Independent Registered Public Accounting Firm

We consent to the reference to our firm under the caption “Experts” and to the use of our report dated February 28, 2011, in Amendment No. 4 to the Registration Statement (Form S-1 No. 333-169474) and related Prospectus of Spirit Airlines, Inc. dated February 28, 2011.

/s/ Ernst & Young LLP

Certified Public Accountants

Miami, Florida

February 28, 2011

Exhibit 24.2

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that the person whose signature appears below constitutes and appoints B. Ben Baldanza, David Lancelot and Thomas Canfield, and each of them, as his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to the Registration Statement on Form S-1 (File No. 333-169474) initially filed with the Securities and Exchange Commission on September 17, 2010 by Spirit Airlines, Inc., as amended (the “Registration Statement”), and to sign any registration statement for the same offering covered by the Registration Statement that is to be effective upon filing pursuant to Rule 462 promulgated under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

IN WITNESS WHEREOF , the undersigned has caused this Power of Attorney to be executed as of this 27 ^th day of February, 2011.

/s/ Michael J. Lotz

MICHAEL J. LOTZ