Exhibit
4.1


 


AMENDMENT
NO. 1 TO RIGHTS AGREEMENT


 


This Amendment
No. 1 to Rights Agreement (the “Amendment”), dated as of March 10, 2021, is entered into by and between Spirit
Airlines, Inc., a Delaware corporation (the “Company”), and Equiniti Trust Company, as Rights Agent (the “Rights
Agent”).


 


WHEREAS,
the Company and the Rights Agent are parties to a Rights Agreement, dated as of March 30, 2020 (the “Agreement”);


 


WHEREAS,
the Board of Directors of the Company has determined that it is necessary and desirable to amend the Agreement as set forth in
this Amendment;


 


WHEREAS,
(i) Section 24 of the Agreement provides, among other things, that prior to a Section 9(a)(ii) Event, the Rights Agent shall,
if the Company so directs, supplement or amend any provision of the Agreement without the approval of the holders of the Rights
or Right Certificates, (ii) pursuant to Section 24 of the Agreement, an Authorized Officer of the Company has delivered a certificate
to the Rights Agent stating that the proposed amendments to the Agreement set forth in this Amendment are in compliance with the
terms of the Agreement, and (iii) pursuant to the terms of the Agreement and in accordance with Section 24 thereof, the Company
has directed that the Agreement should be amended as set forth in this Amendment; and


 


WHEREAS,
capitalized terms used in this Amendment without definition shall have the meanings given to them in the Agreement.


 


NOW,
THEREFORE, in consideration of the premises and the mutual agreements herein set forth, the parties hereby agree as follows:


 


		A.	Amendments
                                         to Agreement.



 


		1.	The
                                         definition of “Acting in Concert” in Section 1(a) of the Agreement (including,
                                         for the avoidance of doubt, the entire paragraph in which such definition appears) is
                                         hereby deleted in its entirety and the following is inserted in lieu thereof:



 


A
Person shall be deemed to be “Acting in Concert” with another Person if such Person knowingly acts pursuant to any
agreement, arrangement or understanding (whether or not in writing) at any time after the first public announcement of the adoption
of this Rights Agreement, in concert or in parallel with such other Person or towards a common goal with such other Person, relating
to changing or influencing the control of the Company or in connection with or as a participant in any transaction having that
purpose or effect. No Person shall be deemed to be Acting in Concert with another Person solely as a result of (a) making or receiving
a solicitation of, or granting or receiving, revocable proxies or consents given in response to a public proxy or consent solicitation
made to more than 10 holders of shares of a class of stock of the Company registered under Section 12 of the Exchange Act, or
(b) soliciting or being solicited for tenders of, or


 




     


     


    

tendering
or receiving tenders of, securities in a public tender or exchange offer made pursuant to, and in accordance with, Section 14(d)
of the Exchange Act by means of a tender offer statement filed on Schedule TO.


 


		B.	Interpretation.
                                         The term “Agreement” as used in the Agreement shall be deemed to refer to
                                         the Agreement as amended hereby.



 


		C.	Severability.
                                         If any term, provision, covenant or restriction of this Amendment is held by a court
                                         of competent jurisdiction or other authority to be invalid, void or unenforceable, the
                                         remainder of the terms, provisions, covenants and restrictions of this Amendment, and
                                         of the Agreement, shall remain in full force and effect and shall in no way be affected,
                                         impaired, or invalidated.



 


		D.	Effectiveness.
                                         This Amendment shall be deemed effective as of the date first written above when executed
                                         by the Rights Agent and the Company and upon the delivery of the duly executed certificate
                                         required under Section 24 of the Agreement. Except as expressly amended hereby, all of
                                         the terms and provisions of the Agreement shall continue and remain in full force and
                                         effect, and each party confirms, ratifies and approves each and every of its obligations
                                         under the Agreement, as amended by this Amendment.



 


		E.	Governing
                                         Law. This Amendment shall be deemed to be a contract made under the laws of the State
                                         of Delaware and for all purposes shall be governed by and construed in accordance with
                                         the laws of such State applicable to contracts to be made and performed entirely within
                                         such State.



 


		F.	Counterparts.
                                         This Agreement may be executed in any number of counterparts (including by facsimile)
                                         and each of such counterparts shall for all purposes be deemed to be an original, and
                                         all such counterparts shall together constitute but one and the same instrument.



 




    2 


     


    

IN WITNESS WHEREOF, the
parties hereto have caused this Amendment to be duly executed as of the date first written above.


 


	 	SPIRIT AIRLINES, INC.
	 	 	 	 	 
	 	By:	/s/ Thomas Canfield	 
	 	 	Name:	Thomas Canfield	 
	 	 	Title:	Senior Vice President and General Counsel	 
	 	 	 	 	 
	 	 	 	 	 
	 	EQUINITI TRUST COMPANY, as Rights Agent
	 	 	 	 	 
	 	By:	/s/ Martin J. Knapp	 
	 	 	Name:	Martin J. Knapp	 
	 	 	Title:	SVP, Relationship Director	 


 


 


[Signature
Page to Amendment No. 1 to the Rights Agreement]