Note Purchase Agreement



 Exhibit 4.11 

EXECUTION VERSION 
  

 
  

NOTE PURCHASE AGREEMENT 
 Dated as
of August 11, 2015 
 among 

SPIRIT AIRLINES, INC., 

WILMINGTON TRUST, NATIONAL ASSOCIATION, 

as Pass Through Trustee under each of the Pass Through Trust Agreements 

WILMINGTON TRUST, NATIONAL ASSOCIATION, 

as Subordination Agent 
 WILMINGTON
TRUST COMPANY, 
 as Escrow Agent 

and 
 WILMINGTON TRUST, NATIONAL
ASSOCIATION, 
 as Paying Agent 
  

 
  

Note Purchase Agreement 
 (Spirit
2015-1 EETC) 







 Table of Contents 

 

							
	 	 	 	  	Page	 
			
	Section 1.	 	Financing of Aircraft	  	 	3	  
			
	Section 2.	 	Conditions Precedent	  	 	7	  
			
	Section 3.	 	Representations and Warranties	  	 	8	  
			
	Section 4.	 	Covenants	  	 	12	  
			
	Section 5.	 	Depositary Downgrade and Replacement of Depositary	  	 	16	  
			
	Section 6.	 	Notices	  	 	17	  
			
	Section 7.	 	Expenses	  	 	17	  
			
	Section 8.	 	Further Assurances	  	 	18	  
			
	Section 9.	 	Miscellaneous	  	 	19	  
			
	Section 10.	 	Governing Law	  	 	20	  
			
	Section 11.	 	Submission to Jurisdiction	  	 	20	  

  

			
	Schedule I	 	Eligible Aircraft and Scheduled Delivery Months
	Schedule II	 	Trust Supplements
	Schedule III	 	Required Terms
		
	Annex A	 	Definitions
		
	Exhibit A	 	Form of Funding Notice
	Exhibit B	 	Form of Participation Agreement
	Exhibit C	 	Form of Indenture and Security Agreement

  
 Note Purchase Agreement 

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 NOTE PURCHASE AGREEMENT 

This NOTE PURCHASE AGREEMENT (this “Note Purchase Agreement”), dated as of August 11, 2015, is made by and among
(i) SPIRIT AIRLINES, INC., a Delaware corporation (together with its successors and permitted assigns, the “Company”), (ii) WILMINGTON TRUST, NATIONAL ASSOCIATION (“WTNA”), a national banking
association, not in its individual capacity except as otherwise expressly provided herein, but solely as trustee (in such capacity, together with any successor in interest and any successor or other trustee appointed as provided in the applicable
Pass Through Trust Agreement (as defined below), the “Pass Through Trustee”) under each of the two separate Pass Through Trust Agreements (as defined below), (iii) WILMINGTON TRUST, NATIONAL ASSOCIATION, a national
banking association, as subordination agent and trustee (in such capacity together with its successors in such capacity, the “Subordination Agent”) under the Intercreditor Agreement (as defined below), (iv) WILMINGTON
TRUST COMPANY, a Delaware trust company, as Escrow Agent (in such capacity together with its successors in such capacity, the “Escrow Agent”), under each of the Escrow and Paying Agent Agreements (as defined below), and
(v) WILMINGTON TRUST, NATIONAL ASSOCIATION, a national banking association, as Paying Agent (in such capacity together with its successors in such capacity, the “Paying Agent”) under each of the Escrow and Paying Agent
Agreements. 
 W I T N E S S E T H: 

WHEREAS, capitalized terms used but not defined herein shall have the meanings ascribed to such terms in Annex A hereto; 

WHEREAS, the Company has obtained commitments from the Manufacturer pursuant to the Aircraft Purchase Agreement for the delivery scheduled on
or prior to December 31, 2016 of the 15 new Airbus aircraft listed in Schedule I hereto (any such aircraft, together with any aircraft substituted therefor in accordance with the Aircraft Purchase Agreement prior to the delivery thereof,
an “Eligible Aircraft” and, collectively, the “Eligible Aircraft”); 
 WHEREAS, the Company wishes to
finance pursuant to this Note Purchase Agreement the purchase of the 15 Eligible Aircraft (each of the 15 Eligible Aircraft to be financed hereunder (or any Substitute Aircraft financed in lieu of such Eligible Aircraft pursuant to Section 1(h)
hereof), an “Aircraft” and, collectively, the “Aircraft” and, the first seven such Aircraft scheduled for delivery between October 2015 and April 2016, each an “Early Delivery Aircraft” and,
collectively, the “Early Delivery Aircraft”); 
 WHEREAS, pursuant to the Basic Pass Through Trust Agreement and each of
the Trust Supplements described in Schedule II hereto, and concurrently with the execution and delivery of this Note Purchase Agreement, two separate grantor trusts (the “Class A Pass Through Trust” and the “Class B
Pass Through Trust”, respectively, and collectively, the “Pass Through Trusts” and, individually, each a “Pass Through Trust”) have been created to facilitate certain of the transactions contemplated
hereby, including, without limitation, the issuance and 
  
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sale of pass through certificates pursuant thereto (together with any other pass through certificates for which such pass through certificates may be exchanged, collectively, the
“Certificates”) to provide financing, among other things, for the purchase by such Pass Through Trusts of the related series of Equipment Notes to be issued in respect of, and secured by a security interest in, each of the Aircraft;

 WHEREAS, the Company has entered into the Underwriting Agreement, dated July 28, 2015 (as amended, supplemented or otherwise
modified from time to time in accordance with its terms, the “Underwriting Agreement”) with the Underwriters named therein (the “Underwriters”), which provides that the Company will cause the Pass Through Trustee
under the Class A Pass Through Trust (the “Class A Pass Through Trustee”) and the Pass Through Trustee under the Class B Pass Through Trust (the “Class B Pass Through Trustee”) to issue and sell the
Class A Certificates and the Class B Certificates, respectively, to the Underwriters on the Issuance Date; 
 WHEREAS, concurrently
with the execution and delivery of this Note Purchase Agreement, (i) the Escrow Agent and the Depositary have entered into that certain Deposit Agreement (Class A), dated as of the Issuance Date, relating to the Class A Pass Through
Trust and that certain Deposit Agreement (Class B), dated as of the Issuance Date, relating to the Class B Pass Through Trust (each such agreement, as amended, supplemented or otherwise modified from time to time in accordance with its terms, a
“Deposit Agreement” and, collectively, the “Deposit Agreements”) whereby the Escrow Agent has agreed to direct the Underwriters to make certain deposits referred to therein on the Issuance Date (the “Initial
Deposits”) and to permit the applicable Pass Through Trustees to make additional deposits from time to time thereafter (the Initial Deposits together with such additional deposits are collectively referred to as the
“Deposits”), and (ii) the Underwriters, the applicable Pass Through Trustees, the Paying Agent and the Escrow Agent have entered into that certain Escrow and Paying Agent Agreement (Class A), dated as of the Issuance
Date, relating to the Class A Pass Through Trust and that certain Escrow and Paying Agent Agreement (Class B), dated as of the Issuance Date, relating to the Class B Pass Through Trust (each such agreement, as amended, supplemented or otherwise
modified from time to time in accordance with its terms, an “Escrow and Paying Agent Agreement” and, collectively, the “Escrow and Paying Agent Agreements”), whereby, among other things, (a) the
Underwriters have agreed to deliver an amount equal to the amount of the Initial Deposits to the Depositary on behalf of the applicable Escrow Agent and (b) the applicable Escrow Agent, upon the Depositary receiving such Initial
Deposits, has agreed to deliver escrow receipts to be affixed to each Certificate; 
 WHEREAS, subject to the terms and conditions of this
Note Purchase Agreement, each Pass Through Trustee and each of the Subordination Agent, WTNA and the Company will enter into the applicable Financing Agreements to which it is intended to be a party relating to each Aircraft; 

  
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 WHEREAS, upon the financing of each Aircraft, each Pass Through Trustee will fund its purchase of
the related series of Equipment Notes in respect of such Aircraft with the proceeds of one or more Deposits withdrawn by the applicable Escrow Agent under the related Deposit Agreement; and 

WHEREAS, concurrently with the execution and delivery of this Note Purchase Agreement, (i) the Class A Liquidity Provider has
entered into the Class A Liquidity Facility for the benefit of the holders of the Class A Certificates and the Class B Liquidity Provider has entered into the Class B Liquidity Facility for the benefit of the holders of the Class B
Certificates, in each case with the Subordination Agent, as agent for the Pass Through Trustee on behalf of the applicable Pass Through Trust and (ii) the Pass Through Trustees, the Liquidity Providers and the Subordination Agent have
entered into the Intercreditor Agreement. 
 NOW, THEREFORE, in consideration of the foregoing premises and the mutual agreements herein
contained and other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto agree as follows: 

SECTION 1. Financing of Aircraft. 

(a) Agreement to Finance. The Company confirms that it has entered into the Aircraft Purchase Agreement with the
Manufacturer pursuant to which the Company has agreed to purchase, and the Manufacturer has agreed to deliver, the Eligible Aircraft in the months specified in Schedule I hereto (which months are subject to change as provided in the Aircraft
Purchase Agreement), all on and subject to the terms and conditions specified in the Aircraft Purchase Agreement. The Company agrees to finance the Aircraft in the manner provided herein, all on and subject to the terms and conditions hereof and of
the applicable Financing Agreements, by the date referred to in clause (a) of the definition of Delivery Period Termination Date. 

(b) Funding Notice. In furtherance of the foregoing, and in respect of each Aircraft, the Company agrees to give the
parties hereto, the Depositary and each of the Rating Agencies not less than one Business Day’s prior notice (including a substitute Funding Notice under Section 1(f) or a Funding Notice in respect of a Substitute Aircraft under
Section 1(h)), substantially in the form of Exhibit A hereto (each, a “Funding Notice”), of the date scheduled for the financing as contemplated hereby in respect of such Aircraft (the “Funding
Date”), which notice shall: 
 (i) specify the Funding Date of such Aircraft (which shall be a Business Day on or
prior to the Cut-Off Date); 

  
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 (ii) instruct each Pass Through Trustee to enter into the Participation Agreement
included in the Financing Agreements with respect to such Aircraft in such form and at such a time on or before the Funding Date as specified in such Funding Notice and to perform its obligations thereunder; 

(iii) instruct each Pass Through Trustee to deliver to the applicable Escrow Agent the “Withdrawal Certificate” and
the related “Applicable Notice of Purchase Withdrawal” contemplated by Section 1.02(c) of the applicable Escrow and Paying Agent Agreement with respect to the Equipment Notes to be issued to such Pass Through Trustee in
connection with the financing of such Aircraft; and 
 (iv) specify the aggregate principal amount of each series of
Equipment Notes to be issued, and purchased by each Pass Through Trustee, in connection with the financing of such Aircraft scheduled to be consummated on such Funding Date (which aggregate principal amount shall be as specified in, or as adjusted
in accordance with, as the case may be, the Required Terms, including, if such Aircraft is an Early Delivery Aircraft, to give effect to the Amortization Withdrawal, if any, for such Early Delivery Aircraft). 

(c) [Reserved.] 

(d) Entering into Financing Agreements. Upon receipt of a Funding Notice, each Pass Through Trustee shall, and shall
cause the Subordination Agent to, enter into and perform their obligations under each applicable Participation Agreement and follow the other instructions specified in such Funding Notice; provided that, with respect to each Aircraft to be
financed: 
 (i) subject to clauses (ii)-(iv) immediately below, the applicable Participation Agreement and the
applicable Indenture, as executed and delivered, shall be substantially in the respective forms thereof annexed hereto and (x) the amortization schedule for each Equipment Note issued under such Indenture shall be as set forth in the
relevant table attached as part of Schedule III hereto and (y) the relevant Financing Agreements shall provide for the purchase by the applicable Pass Through Trustee of Equipment Notes of the related series in the principal
amounts specified in Schedule III hereto; 
 (ii) subject to clauses (iii) and (iv) immediately below,
if (x) the Company shall have obtained from each Rating Agency a Rating Agency Confirmation with respect to each Class of Certificates then rated by such Rating Agency in connection with any material modifications of the applicable
Financing 

  
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Agreements from the forms of Financing Agreements annexed hereto (including the form of Equipment Note included in the form Indenture annexed hereto) and delivered such Rating Agency Confirmation
to each Pass Through Trustee on or before the applicable Funding Date or (y) such Rating Agency Confirmation shall have been obtained with respect to material modifications of the Financing Agreements relating to another or any Aircraft
or with respect to material modifications of the forms of the Financing Agreements annexed hereto and the applicable Financing Agreements incorporate such material modifications without additional material modifications, the applicable Financing
Agreements, as executed and delivered, may incorporate such material modifications, if any; 
 (iii) the applicable Financing
Agreements, as executed and delivered, shall comply with the Required Terms; and 
 (iv) the Company is not required to
obtain or deliver a Rating Agency Confirmation or a certification pursuant to Section 2(b)(ii) of this Note Purchase Agreement in connection with any modifications to the applicable Financing Agreements that are not material or that are
expressly permitted by the Required Terms or by Section 5(e) of this Note Purchase Agreement. 
 Notwithstanding the foregoing,
(x) the Financing Agreements with respect to any Aircraft and the forms of Financing Agreements annexed hereto may be modified to the extent required for the issuance, redemption and issuance or payment and issuance, as applicable, of
new Series B Equipment Notes or one or more series of Additional Series Equipment Notes or one or more series of new Additional Series Equipment Notes, as the case may be, pursuant to Section 4(a)(v) of this Note Purchase Agreement,
subject to the terms of such Section and of Section 8.01(c) or 8.01(d) of the Intercreditor Agreement, whichever may be applicable, and the Company shall pay the reasonable costs and expenses of the Rating Agencies in connection
with obtaining any Rating Agency Confirmation in connection therewith, and (y) the Company is not required to deliver a certification pursuant to Section 2(b)(ii) of this Note Purchase Agreement in connection with any
modifications of the Financing Agreements contemplated by this sentence. With respect to each Aircraft, the Company shall cause WTNA (or such other Person that meets the eligibility requirements to act as loan trustee under the applicable Indenture)
to execute as the applicable Loan Trustee the Financing Agreements relating to such Aircraft to which such Loan Trustee is intended to be a party, and shall concurrently therewith execute such Financing Agreements to which the Company is intended to
be a party and perform its respective obligations thereunder. Upon the request of one or more Rating Agencies, the Company shall deliver or cause to be delivered to such Rating Agency or Rating Agencies a true and complete copy of each Financing
Agreement relating to the financing of each Aircraft, together with a true and complete set of the closing documentation (including legal opinions) delivered to the applicable Loan Trustee, the Subordination Agent and each Pass Through Trustee under
the applicable Participation Agreement. 

  
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 (e) Registration of Equipment Notes. The Company agrees that all Equipment
Notes issued pursuant to any Indenture to which an Aircraft shall have been subjected shall initially be registered in the name of the Subordination Agent on behalf of the applicable Pass Through Trustee (or, in the case of any Additional Series
Equipment Notes, on behalf of the Additional Series Pass Through Trustee with respect to the corresponding Additional Series Pass Through Certificates). 

(f) Postponement of Delivery and Funding. If, on the Funding Date for any Aircraft, the financing of such Aircraft as
contemplated hereunder shall not be consummated for whatever reason, the Company shall give the parties hereto and the Depositary prompt notice thereof. Promptly after the Company has identified (x) a new Funding Date on which such
Aircraft may be subjected to the financing as provided herein or (y) a Substitute Aircraft that may be subjected to the financing as provided herein in lieu of such Aircraft and the Funding Date for such Substitute Aircraft (in each
case, all on and subject to the terms and conditions hereof and of the applicable Financing Agreements), the Company shall give the parties hereto and the Depositary a substitute Funding Notice specifying such new Funding Date for such Aircraft or
the Funding Date for such Substitute Aircraft. Upon receipt of any such substitute Funding Notice, each Pass Through Trustee shall comply with its obligations under Section 7.01 of the applicable Trust Supplement and thereafter the
financing of such Aircraft, as specified in such substitute Funding Notice, shall take place on the re-scheduled Funding Date therefor (all on and subject to the terms and conditions hereof and of the applicable Financing Agreements) unless further
postponed as provided herein. 
 (g) Delivery of Aircraft from Manufacturer. Anything in this Section 1 or
elsewhere to the contrary notwithstanding, the Company shall have the right to accept delivery of any Aircraft from the Manufacturer under the Aircraft Purchase Agreement prior to the Funding Date for such Aircraft by using the Company’s own
funds and to specify a Funding Date for such Aircraft that, in the case of any Aircraft that is not a Substitute Aircraft, shall be no later than 90 days after the delivery of such Aircraft to the Company by the Manufacturer under the Aircraft
Purchase Agreement and, in each case, shall be no later than the Cut-Off Date and otherwise complying with the provisions of Section 1(b) hereof. 

(h) Substitute Aircraft. If the date of delivery from the Manufacturer for any Eligible Aircraft is delayed more than 30
days beyond the last day of the month set forth opposite such Eligible Aircraft under the heading “Scheduled Delivery Month” in Schedule I hereto, the Company may substitute therefor an aircraft not included in the Eligible
Aircraft, but meeting the following conditions (each, a “Substitute Aircraft” and, collectively, the “Substitute Aircraft”): (i) a Substitute Aircraft must be of the same model or an improved model as
the Eligible Aircraft being replaced and (ii) the Company shall obtain a Rating Agency Confirmation with respect to each Class of Certificates then 

  
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rated by the Rating Agencies in connection with the replacement of any Eligible Aircraft by a Substitute Aircraft. Upon the satisfaction of the conditions set forth above with respect to a
Substitute Aircraft, the Eligible Aircraft it replaced shall cease to be subject to this Note Purchase Agreement and all rights and obligations of the parties hereto concerning such Eligible Aircraft shall cease, and such Substitute Aircraft shall
become, and thereafter be, subject to the terms and conditions of this Note Purchase Agreement to the same extent as such Eligible Aircraft. 

(i) No Liability for Failure to Purchase Equipment Notes. The Company shall have no liability for the failure of any
Pass Through Trustee to purchase Equipment Notes with respect to any Aircraft. 
 (j) Withdrawals Limited to Available
Deposits. Anything herein to the contrary notwithstanding, the Company shall not have the right, and shall not be entitled, at any time to request the issuance of Series A Equipment Notes or Series B Equipment Notes in respect of the Aircraft to
the Class A Pass Through Trustee or the Class B Pass Through Trustee, respectively, in an aggregate principal amount in excess of the amount of the Deposits then available for withdrawal by the Escrow Agent under and in accordance with the
provisions of the applicable Deposit Agreement. 
 SECTION 2. Conditions Precedent. The obligation of each of the Pass Through
Trustees to enter into, and to cause the Subordination Agent to enter into, a Participation Agreement relating to any Aircraft as directed pursuant to a Funding Notice and to perform its obligations thereunder is subject to satisfaction of the
following conditions: 
 (a) no Triggering Event shall have occurred; and 

(b) subject to Section 1(d)(iv) and the last paragraph of Section 1(d), the Company shall have
delivered a certificate to each Pass Through Trustee and each Liquidity Provider stating that (i) such Participation Agreement and the other Financing Agreements to be entered into pursuant to such Participation Agreement comply with the
Required Terms and (ii) if any substantive modifications of such Financing Agreements from the forms of Financing Agreements attached to this Note Purchase Agreement have been made, (x) such substantive modifications do not
materially and adversely affect the holders of the Class A Certificates, the holders of the Class B Certificates or any Liquidity Provider and (y) if required pursuant to Section 1(d)(ii), the Company has obtained from
each Rating Agency a Rating Agency Confirmation with respect to each Class of Certificates then rated by such Rating Agency with respect to such modifications, and such certification shall be true and correct. 

  
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 Anything herein to the contrary notwithstanding, the obligation of each Pass Through Trustee to purchase
Equipment Notes hereunder shall terminate on the Cut-Off Date. 
 SECTION 3. Representations and Warranties. 

(a) Representations and Warranties of the Company. The Company represents and warrants that: 

(i) Due Incorporation; Good Standing; Corporate Power; Etc. The Company is duly incorporated, validly existing and in
good standing under the laws of the State of Delaware and is a Citizen of the United States and has the full corporate power, authority and legal right under the laws of the State of Delaware to execute and deliver this Note Purchase Agreement and
each Financing Agreement to which it will be a party and to carry out the obligations of the Company under this Note Purchase Agreement and each Financing Agreement to which it will be a party; 

(ii) Authorization; No Conflicts. The execution and delivery by the Company of this Note Purchase Agreement and the
performance by the Company of its obligations under this Note Purchase Agreement have been duly authorized by the Company and will not violate its certificate of incorporation or by-laws or the provisions of any indenture, mortgage, contract or
other agreement to which it is a party or by which it is bound; and 
 (iii) Enforceability. This Note Purchase
Agreement constitutes the legal, valid and binding obligation of the Company, enforceable against it in accordance with its terms, except as the same may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws
affecting the rights of creditors generally and by general principles of equity, whether considered in a proceeding at law or in equity. 

(b) Representations and Warranties of WTNA. WTNA represents and warrants that: 

(i) Due Incorporation; Good Standing; Corporate Power; Etc. WTNA is a national banking association duly organized and
validly existing in good standing under the laws of the United States and is a Citizen of the United States and has the full corporate power, authority and legal right under the laws of the United States and of the state of the United States in
which it is located and pertaining to its 

  
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banking, trust and fiduciary powers to execute and deliver this Note Purchase Agreement and each Financing Agreement to which it will be a party and to carry out the obligations of WTNA, in its
capacity as Subordination Agent, Pass Through Trustee or Paying Agent, as the case may be, under this Note Purchase Agreement and each Financing Agreement to which it will be a party; 

(ii) Due Authorization; No Conflicts. The execution and delivery by WTNA, in its capacity as Subordination Agent, Pass
Through Trustee or Paying Agent, as the case may be, of this Note Purchase Agreement and the performance by WTNA, in its capacity as Subordination Agent, Pass Through Trustee or Paying Agent, as the case may be, of its obligations under this Note
Purchase Agreement have been duly authorized by WTNA, in its capacity as Subordination Agent, Pass Through Trustee or Paying Agent, as the case may be, and will not violate its articles of association or by-laws or the provisions of any indenture,
mortgage, contract or other agreement to which it is a party or by which it is bound; and 
 (iii) Enforceability.
This Note Purchase Agreement constitutes the legal, valid and binding obligations of WTNA, in its capacity as Subordination Agent, Pass Through Trustee or Paying Agent, as the case may be, enforceable against it in accordance with its terms, except
as the same may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the rights of creditors generally and by general principles of equity, whether considered in a proceeding at law or in equity. 

(c) Representations and Warranties of the Pass Through Trustee. Each Pass Through Trustee hereby confirms to each of the
other parties hereto that its representations and warranties set forth in Section 7.15 of the Basic Pass Through Trust Agreement and Section 7.04 of the applicable Trust Supplement are true and correct as of the date hereof.

 (d) Representations and Warranties of the Subordination Agent. The Subordination Agent represents and warrants
that: 
 (i) Due Incorporation; Good Standing; Corporate Power; Etc. The Subordination Agent is a national banking
association duly organized and validly existing in good standing under the laws of the United States, and has the full corporate power, authority and legal right under the laws of the United States and of the state of the United States in which it
is located and pertaining to its banking, trust and fiduciary powers to execute and deliver this Note Purchase Agreement and each Financing Agreement to which it is or will be a party and to perform its obligations under this Note Purchase Agreement
and each Financing Agreement to which it is or will be a party; 

  
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 (ii) Due Authorization; Enforceability. This Note Purchase Agreement has
been duly authorized, executed and delivered by the Subordination Agent; this Note Purchase Agreement constitutes the legal, valid and binding obligations of the Subordination Agent enforceable against it in accordance with its terms, except as the
same may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the rights of creditors generally and by general principles of equity, whether considered in a proceeding at law or in equity; 

(iii) Compliance with Laws; No Conflicts. None of the execution, delivery and performance by the Subordination Agent of
this Note Purchase Agreement contravenes any law, rule or regulation of the state of the United States in which it is located or any United States governmental authority or agency regulating the Subordination Agent’s banking, trust or fiduciary
powers or any judgment or order applicable to or binding on the Subordination Agent or contravenes the Subordination Agent’s articles of association or by-laws or results in any breach of, or constitute a default under, any agreement or
instrument to which the Subordination Agent is a party or by which it or any of its properties may be bound; 
 (iv) No
Governmental Consents. Neither the execution and delivery by the Subordination Agent of this Note Purchase Agreement nor the consummation by the Subordination Agent of any of the transactions contemplated hereby requires the consent or approval
of, the giving of notice to, the registration with, or the taking of any other action with respect to, any governmental authority or agency of the state of the United States in which it is located or any federal governmental authority or agency
regulating the Subordination Agent’s banking, trust or fiduciary powers; 
 (v) Certain Tax Matters. There are no
Taxes payable by the Subordination Agent imposed by any state of the United States in which it is located or any political subdivision or taxing authority thereof in connection with the execution, delivery and performance by the Subordination Agent
of this Note Purchase Agreement or the Intercreditor Agreement (other than franchise or other taxes based on or measured by any fees or compensation received by the Subordination Agent for services rendered in connection with the transactions
contemplated by the Intercreditor Agreement or any of the Liquidity Facilities), and there are no Taxes payable by the Subordination Agent imposed by any state of the United States in which it is located or any political subdivision thereof in
connection with the acquisition, possession or ownership by the Subordination Agent of any of the 

  
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Equipment Notes (other than franchise or other taxes based on or measured by any fees or compensation received by the Subordination Agent for services rendered in connection with the transactions
contemplated by the Intercreditor Agreement or any of the Liquidity Facilities); and 
 (vi) No Proceedings. There are
no pending or threatened actions or proceedings against the Subordination Agent before any court or administrative agency which individually or in the aggregate, if determined adversely to it, would materially adversely affect the ability of the
Subordination Agent to perform its obligations under this Note Purchase Agreement. 
 (e) Representations and Warranties
of the Escrow Agent. The Escrow Agent represents and warrants that: 
 (i) Due Incorporation; Good Standing; Corporate
Power; Etc. The Escrow Agent is a Delaware trust company duly incorporated, validly existing and in good standing under the laws of the State of Delaware and has the full corporate power, authority and legal right under the laws of the State of
Delaware pertaining to its trust and fiduciary powers to execute and deliver this Note Purchase Agreement, each Deposit Agreement and each Escrow and Paying Agent Agreement (collectively, the “Escrow Agent Agreements”) and to carry
out the obligations of the Escrow Agent under each of the Escrow Agent Agreements; 
 (ii) Due Authorization; No
Conflicts. The execution and delivery by the Escrow Agent of each of the Escrow Agent Agreements and the performance by the Escrow Agent of its obligations hereunder and thereunder have been duly authorized by the Escrow Agent and will not
violate its charter or by-laws or the provisions of any indenture, mortgage, contract or other agreement to which it is a party or by which it is bound; and 

(iii) Enforceability. Each of the Escrow Agent Agreements constitutes the legal, valid and binding obligations of the
Escrow Agent enforceable against it in accordance with its terms, except as the same may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the rights of creditors generally and by general
principles of equity, whether considered in a proceeding at law or in equity. 

  
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 (f) Representations and Warranties of the Paying Agent. The Paying Agent
represents and warrants that: 
 (i) Due Incorporation; Good Standing; Corporate Power; Etc. The Paying Agent is a
national banking association duly organized and validly existing in good standing under the laws of the United States, and has the full corporate power, authority and legal right under the laws of the United States and of the state in which it is
located and pertaining to its banking, trust and fiduciary powers to execute and deliver this Note Purchase Agreement and each Escrow and Paying Agent Agreement (collectively, the “Paying Agent Agreements”) and to carry out the
obligations of the Paying Agent under each of the Paying Agent Agreements; 
 (ii) Due Authorization; No Conflicts.
The execution and delivery by the Paying Agent of each of the Paying Agent Agreements and the performance by the Paying Agent of its obligations hereunder and thereunder have been duly authorized by the Paying Agent and will not violate its articles
of association or by-laws or the provisions of any indenture, mortgage, contract or other agreement to which it is a party or by which it is bound; and 

(iii) Enforceability. Each of the Paying Agent Agreements constitutes the legal, valid and binding obligations of the
Paying Agent enforceable against it in accordance with its terms, except as the same may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the rights of creditors generally and by general
principles of equity, whether considered in a proceeding at law or in equity. 
 SECTION 4. Covenants. 

(a) Covenants of the Company. 

(i) Maintenance of Corporate Existence. Subject to, and except as contemplated by, Section 4(a)(iii) of this
Note Purchase Agreement, the Company shall at all times maintain its corporate existence. 
 (ii) Maintenance of Status as
Certificated Air Carrier; Section 1110. The Company shall, for as long as and to the extent required under Section 1110 in order that the Loan Trustee shall be entitled to any of the benefits of Section 1110 with respect to the
Aircraft, remain a Certificated Air Carrier. 
 (iii) Merger, Consolidation, Acquisition of the Company. The Company
shall not consolidate with or merge into any other Person or convey, transfer or lease substantially all of its assets as an entirety to any Person, unless the Person 

  
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formed by such consolidation or into which the Company is merged or the Person that acquires by conveyance, transfer or lease substantially all of the assets of the Company as an entirety shall
execute and deliver to the Pass Through Trustees, the Subordination Agent, the Escrow Agent and the Paying Agent an agreement containing the express assumption by such successor Person of the due and punctual performance and observance of each
covenant and condition of this Note Purchase Agreement to be performed or observed by the Company. Upon any such consolidation or merger, or any conveyance, transfer or lease of substantially all of the assets of the Company as an entirety, the
successor Person formed by such consolidation or into which the Company is merged or to which such conveyance, transfer or lease is made shall succeed to, and be substituted for, and may exercise every right and power of, the Company under this Note
Purchase Agreement with the same effect as if such successor Person had been named as the Company herein. 
 (iv) Notice
of Occurrence of Cut-Off Date. The Company agrees to provide written notice to each of the parties hereto of the occurrence of the Cut-Off Date no later than one Business Day after the date thereof. 

(v) Refinancing of Equipment Notes; Additional Series Equipment Notes. The Company shall have the option, at any time
and from time to time, (A) to redeem any Series B Equipment Notes (or any series of Additional Series Equipment Notes) with respect to all of the Aircraft for which Series B Equipment Notes (or such series of Additional Series
Equipment Notes) are at the time outstanding and issue, with respect to any or all of the Aircraft, new Equipment Notes with the same series designation as, but with terms that may be the same as or different from those of, the redeemed Equipment
Notes, (B) to issue one or more series of Additional Series Equipment Notes with respect to any or all of the Aircraft under any applicable Indenture, and (C) following the payment in full of Series B Equipment Notes (or any
series of Additional Series Equipment Notes) with respect to all of the Aircraft for which Series B Equipment Notes (or such series of Additional Series Equipment Notes) are at the time outstanding, to issue, with respect to any or all of the
Aircraft, new Equipment Notes with the same series designation as, but with terms that may be the same as or different from those of, such Equipment Notes that have been paid in full; provided that the Company shall have obtained a Rating
Agency Confirmation with respect to any Class of Certificates then rated by such Rating Agency that will remain outstanding in connection with such issuance, such redemption and issuance or such payment and issuance, as applicable. Any such
issuance, such redemption and issuance or such payment and issuance, as applicable, shall be subject to the terms of Section 8.01(c) or 8.01(d), as applicable, of the Intercreditor Agreement. If any such new Series B Equipment
Notes or Additional Series Equipment Notes or new Additional Series Equipment Notes are to be so issued, the pass through trustee of 

  
 Note Purchase
Agreement 
 (Spirit 2015-1 EETC) 


  
 13 








 
the pass through trust that acquires such new Series B Equipment Notes or Additional Series Equipment Notes or new Additional Series Equipment Notes, as applicable, shall execute and deliver an
instrument (including, without limitation, a joinder agreement) by which such pass through trustee becomes a party hereto, and each of the parties hereto agrees, at the Company’s request, to enter into any amendments to (or any amendment and
restatement of) this Note Purchase Agreement (including, without limitation, any modifications of the Indenture Form and the Participation Agreement Form) and any other Operative Agreements as may be necessary or desirable to give effect to such
issuance, such redemption and issuance or such payment and issuance of any such new Series B Equipment Notes or Additional Series Equipment Notes or new Additional Series Equipment Notes, as applicable, and the issuance of pass through certificates
by any pass through trust that acquires any such new Series B Equipment Notes or Additional Series Equipment Notes or new Additional Series Equipment Notes, as applicable, and to make changes relating to any of the foregoing (including, without
limitation, to provide for any prefunding mechanism in connection therewith) and to provide for any credit support for any pass through certificates relating to any such new Series B Equipment Notes or Additional Series Equipment Notes or new
Additional Series Equipment Notes (including, without limitation, to provide for payment of fees, interest, expenses, reimbursement of advances and other obligations arising from such credit support (including, without limitation, to specify such
credit support as a “Liquidity Facility” and the provider of any such credit support as a “Liquidity Provider” and, if such Liquidity Facility is to be comprised of more than one instrument, to incorporate appropriate mechanics
for multiple Liquidity Facilities for a single Pass Through Trust)). 
 (vi) Certain Reports to Subordination Agent.
Promptly after the occurrence of a Triggering Event or an Indenture Event of Default resulting from the failure of the Company to make payments on any Equipment Note and on every Regular Distribution Date while the Triggering Event or such Indenture
Event of Default shall be continuing, the Company shall, at the Subordination Agent’s request from time to time but in any event no more frequently than once every three months, provide to the Subordination Agent a statement setting forth the
following information with respect to each Aircraft then subject to the lien of an Indenture: (A) whether the Aircraft are currently in service or parked in storage, (B) the maintenance status of the Aircraft, and
(C) the location of the Engines (as defined in the respective Indentures to which such Aircraft are subject). As used in this Section 4(a)(vi), the terms “Triggering Event”, “Indenture Event of Default”
and “Regular Distribution Date” have the respective meanings set forth in the Intercreditor Agreement. 

  
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 14 








 (b) Covenants by WTNA. 

(i) Status as Citizen of the United States. WTNA, in its individual capacity, covenants with each of the other parties
to this Note Purchase Agreement that it will, immediately upon obtaining knowledge of any facts that would cast doubt upon its continuing status as a Citizen of the United States and promptly upon public disclosure of negotiations in respect of any
transaction which would or might adversely affect such status, notify in writing all parties hereto of all relevant matters in connection therewith. Upon WTNA giving any such notice, WTNA shall, subject to Section 8.01 of any Indenture
then entered into, resign as Loan Trustee in respect of such Indenture. 
 (ii) Situs of Activity. Except with the
consent of the Company, which shall not be unreasonably withheld, WTNA will act as Pass Through Trustee and Subordination Agent solely through its offices within the State of Delaware, except for such services as may be performed for it by
independent agents in the ordinary course of business, but not directly by it, in other states. 
 (c) [Reserved].

 (d) Covenants by the Pass Through Trustees. 

(i) Tax Forms of the Pass Through Trustees. On or prior to the Issuance Date, each Pass Through Trustee shall have
provided a completed and executed copy of IRS Form W-9 to each of the Company, the Subordination Agent, the Liquidity Providers, the Escrow Agent, the Paying Agent and the Depositary. 

(ii) Tax Forms of the Pass Through Trustee of New or Additional Series Pass Through Trust. If any new Equipment Notes or
Additional Series Equipment Notes shall be issued under any Indenture as provided in Section 4(a)(v), on or prior to the date such new Equipment Notes or Additional Series Equipment Notes, as applicable, shall have been so issued, the
pass through trustee of the pass through trust that acquires such new Equipment Notes or the Additional Series Pass Through Trustee, as applicable, shall have provided a completed and executed copy of IRS Form W-9 to each of the Company and the
Subordination Agent and, if a liquidity facility shall have been provided with respect to such new pass through trust or Additional Series Pass Through Trust, to the provider of such liquidity facility and, if such new Equipment Notes or Additional
Series Equipment Notes shall be issued on or prior to the Delivery Period Termination Date, to the Escrow Agent, the Paying Agent and the Depositary. 

  
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Agreement 
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 SECTION 5. Depositary Downgrade and Replacement of Depositary. 

(a) Depositary Downgrade and Option to Replace. If (1) the Depositary’s Long-Term Rating issued by a
Rating Agency is downgraded below A- by Fitch or A- by Standard & Poor’s (each such minimum Long-Term Rating, a “Depositary Threshold Rating” for the applicable Rating Agency), or (2) the Company, in its
sole discretion, gives written notice to the Depositary of the Company’s election that the Depositary be replaced, the Company shall, within 35 days after such event occurring, cause the Depositary to be replaced with a depositary bank meeting
the terms and on the conditions set forth in Section 5(c) (a “Replacement Depositary”). 
 (b)
[Reserved.] 
 (c) Terms and Preconditions for Replacement of Depositary. 

(i) Minimum Credit Ratings; Confirmation from Ratings Agency. Any Replacement Depositary may either be
(x) one that meets the Depositary Threshold Rating for each Rating Agency or (y) one that does not meet the Depositary Threshold Rating for each Rating Agency, so long as, in the case of either of the immediately preceding
clauses (x) and (y), the Company shall have obtained a Rating Agency Confirmation with respect to each Class of Certificates then rated by such Rating Agency in connection with the replacement of the Depositary with such Replacement Depositary.

 (ii) Certain Fees and Expenses. The Company shall pay all fees, expenses and other amounts then owing to the
replaced Depositary. The Company shall also pay (x) any up-front fee of the Replacement Depositary and (y) all out-of-pocket expenses (including reasonable fees and expenses of legal counsel) of the parties hereto (including,
without limitation, all amounts payable to the Rating Agencies) incurred in connection with such replacement. 
 (iii)
Replacement Deposit Agreements; Opinions and Other Closing Requirements. The Company shall cause the Replacement Depositary to enter into a Replacement Deposit Agreement for each of the Class A Certificates and the Class B Certificates
with the Escrow Agent (and the Escrow Agent agrees to enter into any such Replacement Deposit Agreement upon request of the Company) and shall cause the Replacement Depositary to deliver to the Company and each Rating Agency legal opinions and other
closing documentation substantially similar in scope and substance as those that were delivered by the Depositary being replaced in connection with the execution and delivery of the Deposit Agreement being replaced. 

  
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Agreement 
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 (d) Withdrawal Certificate and Notice of Replacement Withdrawal. Upon
satisfaction of the conditions set forth in Section 5(c), the Company shall instruct each Pass Through Trustee, and each Pass Through Trustee agrees, to execute and deliver to the Escrow Agent a duly completed Withdrawal Certificate (as
defined in the Escrow and Paying Agent Agreements) together with a Notice of Replacement Withdrawal (as defined in the Escrow and Paying Agent Agreements). 

(e) Amendments to Documents. Each of the parties hereto agrees, at the Company’s request, to enter into any
amendments to this Note Purchase Agreement, the Escrow and Paying Agent Agreements and any other Operative Agreements as may be necessary or desirable to give effect to the replacement of the Depositary with the Replacement Depositary and the
replacement of the Deposit Agreements with the Replacement Deposit Agreements. 
 (f) Effect of Replacement. Until the
execution and delivery of the Replacement Deposit Agreements, the Deposit Agreements with the Depositary being replaced shall remain in full force and effect. Upon the execution and delivery of the Replacement Deposit Agreements, the Replacement
Depositary shall be deemed to be the Depositary with all of the rights and obligations of the Depositary hereunder and under the other Operative Agreements and the Replacement Deposit Agreements shall be deemed to be the Deposit Agreements hereunder
and under the other Operative Agreements. 
 SECTION 6. Notices. Unless otherwise expressly specified or permitted by the terms
hereof, all notices, requests, demands, authorizations, directions, consents or waivers required or permitted by the terms and provisions of this Note Purchase Agreement shall be in English and in writing, and given by United States registered or
certified mail, return receipt requested, overnight courier service or facsimile, and any such notice shall be effective when received (or, if delivered by facsimile, upon completion of transmission and confirmation by the sender (by a telephone
call to a representative of the recipient or by machine confirmation) that such transmission was received) to the relevant party hereto at the address or facsimile number set forth below the signature of such party at the foot of this Note Purchase
Agreement or to such other address or facsimile number as such party may hereafter specify by notice to the other parties. 

SECTION 7. Expenses. So long as no Equipment Notes have been issued in respect of any Aircraft, the Company agrees to pay: 

(a) Certain Liquidity Provider Fees. To the Subordination Agent when due an amount or amounts equal to the fees payable
to the applicable Liquidity Provider under Section 2.03 of each Liquidity Facility and under the related Fee Letter (as defined in the Intercreditor Agreement); 

  
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Agreement 
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 (b) Under the Liquidity Facilities. To the Subordination Agent when due
(i) the amount equal to interest on any Downgrade Advance (other than any Applied Downgrade Advance) payable under Section 3.07 of each Liquidity Facility minus Investment Earnings while such Downgrade Advance shall be
outstanding and (ii) any other amounts owed to the applicable Liquidity Provider by the Subordination Agent as borrower under each Liquidity Facility (other than amounts due as repayment of advances thereunder or as interest on such
advances), except to the extent payable pursuant to clause (i) of this sentence; 
 (c) Under the Pass Through Trust
Agreements. All compensation and reimbursement of expenses, disbursements and advances payable by the Company under the Pass Through Trust Agreements; 

(d) Under the Intercreditor Agreement. All compensation and reimbursement of expenses and disbursements payable to the
Subordination Agent under the Intercreditor Agreement except with respect to any income or franchise taxes incurred by the Subordination Agent in connection with the transactions contemplated by the Intercreditor Agreement; and 

(e) Escrow Agent and Paying Agent. In the event the Company requests any amendment to any Operative Agreement, all
reasonable fees and expenses (including, without limitation, fees and disbursements of counsel) of the Escrow Agent and/or the Paying Agent in connection therewith. 

For purposes of this Section 7, the terms “Applied Downgrade Advance”, “Downgrade Advance” and “Investment Earnings”
shall have the meanings specified in each Liquidity Facility. 
 SECTION 8. Further Assurances. Each party hereto shall duly
execute, acknowledge and deliver, or shall cause to be executed, acknowledged and delivered, all such further agreements, instruments, certificates or documents, and shall do and cause to be done such further acts and things, in any case, as any
other party hereto shall reasonably request in connection with its administration of, or to carry out more effectually the purposes of, or to better assure and confirm unto it the rights and benefits to be provided under, this Note Purchase
Agreement. 

  
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Agreement 
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 SECTION 9. Miscellaneous. 

(a) Survival of Representations and Covenants. The representations and warranties herein of the Company, the
Subordination Agent, the Escrow Agent, the Paying Agent and each Pass Through Trustee shall survive the expiration or other termination of this Note Purchase Agreement. The rights and obligations of each of the parties hereto set forth in
Section 4(a)(v), Section 4(b) and Section 5 of this Note Purchase Agreement shall survive the expiration or other termination of this Note Purchase Agreement. 

(b) Counterparts; Amendments; Effect of Headings; Successors and Assigns. This Note Purchase Agreement may be executed
in any number of counterparts (and each of the parties hereto shall not be required to execute the same counterpart). Each counterpart of this Note Purchase Agreement, including a signature page executed by each of the parties hereto, shall be an
original counterpart of this Note Purchase Agreement, but all of such counterparts together shall constitute one instrument. Neither this Note Purchase Agreement nor any of the terms hereof may be terminated, amended, supplemented, waived or
modified orally, but only by an instrument in writing signed by the party against which the enforcement of the termination, amendment, supplement, waiver or modification is sought. The Table of Contents to this Note Purchase Agreement and the
headings of the various Sections and Subsections of this Note Purchase Agreement are for convenience of reference only and shall not modify, define, expand or limit any of the terms or provisions hereof. The terms of this Note Purchase Agreement
shall be binding upon, and shall inure to the benefit of, the Company and its successors and permitted assigns, the Pass Through Trustee and its successors as Pass Through Trustee (and any additional trustee appointed) under any of the Pass Through
Trust Agreements, the Escrow Agent and its successors as Escrow Agent under the Escrow and Paying Agent Agreements, the Paying Agent and its successors as Paying Agent under the Escrow and Paying Agent Agreements and the Subordination Agent and its
successors as Subordination Agent under the Intercreditor Agreement. 
 (c) Benefits of Agreement. This Note Purchase
Agreement is not intended to, and shall not, provide any Person not a party hereto (other than the Underwriters, each of the beneficiaries of Section 7 hereof, each Liquidity Provider as a beneficiary of Section 2(b) hereof
and the Depositary as a beneficiary of Section 5 hereof) with any rights of any nature whatsoever against any of the parties hereto, and no Person not a party hereto (other than the Underwriters, each of the beneficiaries of
Section 7 hereof, each Liquidity Provider as a beneficiary of Section 2(b) hereof and the Depositary as a beneficiary of Section 5 hereof) shall have any right, power or privilege in respect of, or have any
benefit or interest arising out of, this Note Purchase Agreement. To the extent that this Note Purchase Agreement expressly confers upon, gives or grants any right, power, privilege, benefit, interest, remedy or claim to any of the beneficiaries of
Section 7 hereof 

  
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Agreement 
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 19 








 
(including, but not limited to, rights, powers, privileges, benefits, interests, remedies and claims under Section 7), to a Liquidity Provider as a beneficiary of
Section 2(b) hereof or to the Depositary with respect to Section 5 hereof, each such party is hereby recognized as a third party beneficiary hereunder and may enforce any such right, power, privilege, benefit, interest,
remedy or claim. 
 SECTION 10. Governing Law. THIS NOTE PURCHASE AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE
WITH, THE LAW OF THE STATE OF NEW YORK, INCLUDING ALL MATTERS OF CONSTRUCTION, VALIDITY AND PERFORMANCE. THIS NOTE PURCHASE AGREEMENT IS BEING DELIVERED IN THE STATE OF NEW YORK. 

SECTION 11. Submission to Jurisdiction. Each of the parties hereto, to the extent it may do so under applicable law, for purposes
hereof and of all other Operative Agreements hereby (a) irrevocably submits itself to the non-exclusive jurisdiction of the courts of the State of New York sitting in the City of New York and to the non-exclusive jurisdiction of 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 Note Purchase Agreement, the subject matter hereof or any of the transactions contemplated hereby brought by
any party or parties hereto or thereto, or their successors or permitted assigns and (b) waives, and agrees not to assert, by way of motion, as a defense, or otherwise, in any such suit, action or proceeding, that the suit, action or proceeding
is brought in an inconvenient forum, that the venue of the suit, action or proceeding is improper or that this Note Purchase Agreement or the subject matter hereof or any of the transactions contemplated hereby may not be enforced in or by such
courts. 
 [Signature Pages Follow.] 

  
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Agreement 
 (Spirit 2015-1 EETC) 


  
 20 








 IN WITNESS WHEREOF, the parties hereto have caused this Note Purchase Agreement to be duly
executed by their respective officers thereunto duly authorized as of the day and year first above written. 
  

					
	SPIRIT AIRLINES, INC.
		
	By:	 	 /s/ Edward Christie

		 	Name:	 	Edward Christie
		 	Title:	 	Senior Vice President and Chief Financial Officer
		 	Address:	 	2800 Executive Way
		 		 	Miramar, Florida 33025
		 		 	Ref.: Spirit Airlines 2015-1 EETC
		 		 	Attention: Legal and Treasury Dept.
		 		 	Telephone: (954) 447-7914
		 		 	Facsimile: (954) 447-7854


  
 Signature Page 

  
 Note Purchase Agreement

 (Spirit 2015-1 EETC) 








 
					
	WILMINGTON TRUST, NATIONAL ASSOCIATION,
	not in its individual capacity, except as otherwise provided herein, but solely as Pass Through Trustee
		
	By:	 	 /s/ Scott Wetzel

		 	Name:	 	Scott Wetzel
		 	Title:	 	Financial Services Officer
		 	Address:	 	1100 North Market Street
		 		 	Wilmington, Delaware 19890-1605
		 		 	Ref: Spirit Airlines 2015-1
		 		 	Attn: Corporate Trust Administration
		 		 	Telephone: (302) 636-6387
		 		 	Telecopier: (302) 636-4140
	
	WILIMINGTON TRUST, NATIONAL ASSOCIATION,
	not in its individual capacity, except as otherwise provided herein, but solely as Subordination Agent
		
	By:	 	 /s/ Scott Wetzel

		 	Name:	 	Scott Wetzel
		 	Title:	 	Financial Services Officer
		 	Address:	 	1100 North Market Street
		 		 	Wilmington, Delaware 19890-1605
		 		 	Ref: Spirit Airlines 2015-1
		 		 	Attn: Corporate Trust Administration
		 		 	Telephone: (302) 636-6387
		 		 	Telecopier: (302) 636-4140


  
 Signature Page 

  
 Note Purchase Agreement

 (Spirit 2015-1 EETC) 








 
					
	WILMINGTON TRUST COMPANY, not in its individual capacity, except as otherwise provided herein, but solely as Escrow Agent
		
	By:	 	 /s/ Scott Wetzel

		 	Name:	 	Scott Wetzel
		 	Title:	 	Financial Services Officer
		 	Address:	 	1100 North Market Street
		 		 	Wilmington, Delaware 19890-1605
		 		 	Ref: Spirit Airlines 2015-1
		 		 	Attn: Corporate Trust Administration
		 		 	Telephone: (302) 636-6387
		 		 	Telecopier: (302) 636-4140
	
	WILMINGTON TRUST, NATIONAL ASSOCIATION, not in its individual capacity, except as otherwise provided herein, but solely as Paying Agent
		
	By:	 	 /s/ Scott Wetzel

		 	Name:	 	Scott Wetzel
		 	Title:	 	Financial Services Officer
		 	Address:	 	1100 North Market Street
		 		 	Wilmington, Delaware 19890-1605
		 		 	Ref: Spirit Airlines 2015-1
		 		 	Attn: Corporate Trust Administration
		 		 	Telephone: (302) 636-6387
		 		 	Telecopier: (302) 636-4140


  
 Signature Page 

  
 Note Purchase Agreement

 (Spirit 2015-1 EETC) 








 SCHEDULE I to 

NOTE PURCHASE AGREEMENT 

AIRCRAFT 
  

															
	 No.
	  	 Expected

U.S.
 Registration

No.
	  	 Airframe
Manufacturer
	  	 Expected Airframe

Model (including

generic manufacturer

and model)
	  	 Expected
Airframe

MSN
	  	 Engine
Manufacturer
	  	 Expected Engine
Model

(including generic
manufacturer and
model)
	  	 Current Scheduled
Delivery Month

								
	1.	  	N660NK	  	Airbus	  	Airbus A321-200 (Airbus A321-200)	  	6804	  	IAE International Aero Engines AG	  	 V2533-A5

V2500
	  	October 2015
								
	2.	  	N661NK	  	Airbus	  	 Airbus A321-200

(Airbus A321-200)
	  	6867	  	IAE International Aero Engines AG	  	 V2533-A5

V2500
	  	November 2015
								
	3.	  	N662NK	  	Airbus	  	 Airbus A321-200

(Airbus A321-200)
	  	6897	  	IAE International Aero Engines AG	  	 V2533-A5

V2500
	  	December 2015
								
	4.	  	N663NK	  	Airbus	  	 Airbus A321-200

(Airbus A321-200)
	  	TBD	  	IAE International Aero Engines AG	  	 V2533-A5

V2500
	  	February 2016
								
	5.	  	N664NK	  	Airbus	  	Airbus A321-200 (Airbus A321-200)	  	TBD	  	IAE International Aero Engines AG	  	 V2533-A5

V2500
	  	March 2016
								
	6.	  	N665NK	  	Airbus	  	 Airbus A321-200

(Airbus A321-200)
	  	TBD	  	IAE International Aero Engines AG	  	 V2533-A5

V2500
	  	March 2016
								
	7.	  	N667NK	  	Airbus	  	 Airbus A321-200

(Airbus A321-200)
	  	TBD	  	IAE International Aero Engines AG	  	 V2533-A5

V2500
	  	April 2016
								
	8.	  	N668NK	  	Airbus	  	 Airbus A321-200

(Airbus A321-200)
	  	TBD	  	IAE International Aero Engines AG	  	 V2533-A5

V2500
	  	May 2016


  
 Note Purchase
Agreement 
 (Spirit 2015-1 EETC) 


  
 Sch. I - 1 









 SCHEDULE I to 

NOTE PURCHASE AGREEMENT 

(Cont’d) 
  


															
	 No.
	  	 Expected

U.S.
 Registration

No.
	  	 Airframe
Manufacturer
	  	 Expected Airframe

Model (including

generic manufacturer

and model)
	  	 Expected
Airframe

MSN
	  	 Engine
Manufacturer
	  	 Expected Engine
Model

(including generic
manufacturer and
model)
	  	 Current Scheduled
Delivery Month

								
	 9.
	  	 N644NK
	  	Airbus	  	 Airbus A320-200

(Airbus A320-200)
	  	TBD	  	IAE International Aero Engines AG	  	 V2527-A5

V2500
	  	June 2016
								
	10.	  	N669NK	  	Airbus	  	 Airbus A321-200

(Airbus A321-200)
	  	TBD	  	IAE International Aero Engines AG	  	 V2533-A5

V2500
	  	August 2016
								
	11.	  	N645NK	  	Airbus	  	 Airbus A320-200

(Airbus A320-200)
	  	TBD	  	IAE International Aero Engines AG	  	 V2527-A5

V2500
	  	September 2016
								
	12.	  	N670NK	  	Airbus	  	 Airbus A321-200

(Airbus A321-200)
	  	TBD	  	IAE International Aero Engines AG	  	 V2533-A5

V2500
	  	September 2016
								
	13.	  	N671NK	  	Airbus	  	 Airbus A321-200

(Airbus A321-200)
	  	TBD	  	IAE International Aero Engines AG	  	 V2533-A5

V2500
	  	November 2016
								
	14.	  	N646NK	  	Airbus	  	 Airbus A320-200

(Airbus A320-200)
	  	TBD	  	IAE International Aero Engines AG	  	 V2527-A5

V2500
	  	December 2016
								
	15.	  	N672NK	  	Airbus	  	 Airbus A321-200

(Airbus A321-200)
	  	TBD	  	IAE International Aero Engines AG	  	 V2533-A5

V2500
	  	December 2016


  
 Note Purchase
Agreement 
 (Spirit 2015-1 EETC) 


  
 Sch. I - 2 








 SCHEDULE II to 

NOTE PURCHASE AGREEMENT 

TRUST SUPPLEMENTS 
 Trust
Supplement No. 2015-1A, dated as of the Issuance Date, between the Company and the Pass Through Trustee in respect of the Spirit Airlines Pass Through Trust, Series 2015-1A. 

Trust Supplement No. 2015-1B, dated as of the Issuance Date, between the Company and the Pass Through Trustee in respect of the Spirit Airlines Pass
Through Trust, Series 2015-1B. 

  
 Note Purchase
Agreement 
 (Spirit 2015-1 EETC) 


  
 Sch. II - 1 








 SCHEDULE III to 

NOTE PURCHASE AGREEMENT 

REQUIRED TERMS 
 Equipment Notes

 Obligor:            The Company 

Maximum Aggregate Principal Amount: $576,581,000 
 The original
principal amount and amortization schedule of the Series A Equipment Notes and the Series B Equipment Notes issued with respect to an Aircraft shall be as set forth in the following tables (in the case of the amortization schedules, expressed as
percentages of the original principal amount of such Equipment Notes); provided that, in the case of any Early Delivery Aircraft, if any Equipment Note is issued with respect to such Early Delivery Aircraft on or after October 1, 2016,
(a) the original principal amount of such Equipment Note for such Early Delivery Aircraft will be reduced by the principal amortization installment scheduled for payment on October 1, 2016 thereon as set forth in this Schedule III
and the principal amortization schedule for such Equipment Note shall commence on the first scheduled principal payment date in such schedule occurring after the issuance of such Equipment Note and (b) the amortization percentages set
forth in this Schedule III under “Original Amortization Schedules” for such Early Delivery Aircraft shall be adjusted to reflect the amortization of such reduced principal amount on the remaining payment dates as set forth in this Schedule
III under “Adjusted Amortization Schedules – Early Delivery Aircraft” for such Early Delivery Aircraft: 

  
 Note Purchase
Agreement 
 (Spirit 2015-1 EETC) 


  
 Sch. III - 1 








 PRINCIPAL AMOUNTS OF EQUIPMENT NOTES 

 

	I.	EARLY DELIVERY AIRCRAFT 

  

																																	
	 Early Delivery
Aircraft
	 	Initial
Series A
Principal
Amount Before
10/1/16	 	 	Initial
Series B
Principal
Amount Before
10/1/16	 	 	Total Initial
Principal
Amount Before
10/1/16	 	 	Scheduled
Series A
Principal
Amortization
on 10/1/16	 	 	Scheduled
Series B
Principal
Amortization
on 10/1/16	 	 	Initial
Series A
Principal
Amount on or
after 10/1/16	 	 	Initial
Series B
Principal
Amount on or
after 10/1/16	 	 	Total Initial
Principal on or
after 10/1/16	 
	 N660NK
	 	$	32,080,000.00	  	 	$	8,356,000.00	  	 	$	40,436,000.00	  	 	$	2,599,546.49	  	 	$	1,387,104.11	  	 	$	29,480,453.51	  	 	$	6,968,895.89	  	 	$	36,449,349.40	  
	 N661NK
	 	 	31,924,000.00	  	 	 	8,336,000.00	  	 	 	40,260,000.00	  	 	$	2,557,348.27	  	 	$	1,381,329.34	  	 	 	29,366,651.73	  	 	 	6,954,670.66	  	 	 	36,321,322.39	  
	 N662NK
	 	 	31,768,000.00	  	 	 	8,316,000.00	  	 	 	40,084,000.00	  	 	$	2,515,150.06	  	 	$	1,375,554.56	  	 	 	29,252,849.94	  	 	 	6,940,445.44	  	 	 	36,193,295.38	  
	 N663NK
	 	 	31,570,000.00	  	 	 	8,307,000.00	  	 	 	39,877,000.00	  	 	$	1,988,241.70	  	 	$	1,262,478.74	  	 	 	29,581,758.30	  	 	 	7,044,521.26	  	 	 	36,626,279.56	  
	 N664NK
	 	 	31,413,000.00	  	 	 	8,288,000.00	  	 	 	39,701,000.00	  	 	$	1,947,225.45	  	 	$	1,257,976.71	  	 	 	29,465,774.55	  	 	 	7,030,023.29	  	 	 	36,495,797.84	  
	 N665NK
	 	 	31,413,000.00	  	 	 	8,288,000.00	  	 	 	39,701,000.00	  	 	$	1,947,225.45	  	 	$	1,257,976.71	  	 	 	29,465,774.55	  	 	 	7,030,023.29	  	 	 	36,495,797.84	  
	 N667NK
	 	 	31,369,000.00	  	 	 	8,299,000.00	  	 	 	39,668,000.00	  	 	$	1,912,385.58	  	 	$	1,257,940.46	  	 	 	29,456,614.42	  	 	 	7,041,059.54	  	 	 	36,497,673.96	  

  

	II.	AIRCRAFT OTHER THAN EARLY DELIVERY AIRCRAFT 

  

													
	 Aircraft
	  	Series A
Principal
Amount	 	  	Series B
Principal
Amount	 	  	Total	 
	 N668NK
	  	$	31,212,000.00	  	  	$	8,279,000.00	  	  	$	39,491,000.00	  
	 N644NK
	  	 	27,150,000.00	  	  	 	7,221,000.00	  	  	 	34,371,000.00	  
	 N669NK
	  	 	30,851,000.00	  	  	 	8,249,000.00	  	  	 	39,100,000.00	  
	 N645NK
	  	 	26,840,000.00	  	  	 	7,197,000.00	  	  	 	34,037,000.00	  
	 N670NK
	  	 	30,692,000.00	  	  	 	8,230,000.00	  	  	 	38,922,000.00	  
	 N671NK
	  	 	30,486,000.00	  	  	 	8,220,000.00	  	  	 	38,706,000.00	  
	 N646NK
	  	 	26,527,000.00	  	  	 	7,173,000.00	  	  	 	33,700,000.00	  
	 N672NK
	  	 	30,327,000.00	  	  	 	8,200,000.00	  	  	 	38,527,000.00	  


  
 Note Purchase
Agreement 
 (Spirit 2015-1 EETC) 


  
 Sch. III - 2 








 ORIGINAL AMORTIZATION SCHEDULES1

 Series A Equipment Notes 

Airbus A321-200 
 N660NK**

  

					
	 Payment Date
	  	Percentage of Original
Principal Amount to be
Paid	 
	 At Issuance
	  	 	0.00000000	% 
	 April 1, 2016
	  	 	0.00000000	% 
	 October 1, 2016
	  	 	8.10332447	% 
	 April 1, 2017
	  	 	1.74163641	% 
	 October 1, 2017
	  	 	3.59749389	% 
	 April 1, 2018
	  	 	3.58302431	% 
	 October 1, 2018
	  	 	3.56850321	% 
	 April 1, 2019
	  	 	3.55392671	% 
	 October 1, 2019
	  	 	3.53929171	% 
	 April 1, 2020
	  	 	3.13525461	% 
	 October 1, 2020
	  	 	2.30477855	% 
	 April 1, 2021
	  	 	2.30396107	% 
	 October 1, 2021
	  	 	2.30309963	% 
	 April 1, 2022
	  	 	2.30219112	% 
	 October 1, 2022
	  	 	2.30123211	% 
	 April 1, 2023
	  	 	2.30021842	% 
	 October 1, 2023
	  	 	2.29914638	% 
	 April 1, 2024
	  	 	2.29801088	% 
	 October 1, 2024
	  	 	2.29680726	% 
	 April 1, 2025
	  	 	2.29552952	% 
	 October 1, 2025
	  	 	2.29417170	% 
	 April 1, 2026
	  	 	2.29272709	% 
	 October 1, 2026
	  	 	2.29118800	% 
	 April 1, 2027
	  	 	2.28954589	% 
	 October 1, 2027
	  	 	2.28779127	% 
	 April 1, 2028
	  	 	34.71714579	% 

  

	1 	With respect to each Early Delivery Aircraft, the schedules for such Early Delivery Aircraft have been prepared assuming the Equipment Notes for such Early Delivery Aircraft have been issued before October 1, 2016.
Each Aircraft listed with ** is an Early Delivery Aircraft. 


  
 Note Purchase
Agreement 
 (Spirit 2015-1 EETC) 


  
 Sch. III-3 








 Series B Equipment Notes 

Airbus A321-200 
 N660NK**

  

					
	 Payment Date
	  	Percentage of Original
Principal Amount to be
Paid	 
	 At Issuance
	  	 	0.00000000	% 
	 April 1, 2016
	  	 	0.00000000	% 
	 October 1, 2016
	  	 	16.60009706	% 
	 April 1, 2017
	  	 	2.64153100	% 
	 October 1, 2017
	  	 	6.62117580	% 
	 April 1, 2018
	  	 	6.61162697	% 
	 October 1, 2018
	  	 	3.41448731	% 
	 April 1, 2019
	  	 	3.40668466	% 
	 October 1, 2019
	  	 	3.39881211	% 
	 April 1, 2020
	  	 	3.20402310	% 
	 October 1, 2020
	  	 	3.20243310	% 
	 April 1, 2021
	  	 	3.20075838	% 
	 October 1, 2021
	  	 	3.19899318	% 
	 April 1, 2022
	  	 	3.19713212	% 
	 October 1, 2022
	  	 	3.19516695	% 
	 April 1, 2023
	  	 	3.19309071	% 
	 October 1, 2023
	  	 	3.19089385	% 
	 April 1, 2024
	  	 	31.72309371	% 
	 October 1, 2024
	  	 	0.00000000	% 
	 April 1, 2025
	  	 	0.00000000	% 
	 October 1, 2025
	  	 	0.00000000	% 
	 April 1, 2026
	  	 	0.00000000	% 
	 October 1, 2026
	  	 	0.00000000	% 
	 April 1, 2027
	  	 	0.00000000	% 
	 October 1, 2027
	  	 	0.00000000	% 
	 April 1, 2028
	  	 	0.00000000	% 


  
 Note Purchase
Agreement 
 (Spirit 2015-1 EETC) 


  
 Sch. III-4 








 Series A Equipment Notes 

Airbus A321-200 
 N661NK**

  

					
	 Payment Date
	  	Percentage of Original
Principal Amount to be
Paid	 
	 At Issuance
	  	 	0.00000000	% 
	 April 1, 2016
	  	 	0.00000000	% 
	 October 1, 2016
	  	 	8.01073885	% 
	 April 1, 2017
	  	 	1.68614049	% 
	 October 1, 2017
	  	 	3.55290424	% 
	 April 1, 2018
	  	 	3.54020154	% 
	 October 1, 2018
	  	 	3.52744687	% 
	 April 1, 2019
	  	 	3.51463689	% 
	 October 1, 2019
	  	 	3.50176779	% 
	 April 1, 2020
	  	 	3.15057527	% 
	 October 1, 2020
	  	 	2.31604110	% 
	 April 1, 2021
	  	 	2.31521962	% 
	 October 1, 2021
	  	 	2.31435400	% 
	 April 1, 2022
	  	 	2.31344105	% 
	 October 1, 2022
	  	 	2.31247726	% 
	 April 1, 2023
	  	 	2.31145878	% 
	 October 1, 2023
	  	 	2.31038134	% 
	 April 1, 2024
	  	 	2.30924038	% 
	 October 1, 2024
	  	 	2.30803076	% 
	 April 1, 2025
	  	 	2.30674687	% 
	 October 1, 2025
	  	 	2.30538247	% 
	 April 1, 2026
	  	 	2.30393077	% 
	 October 1, 2026
	  	 	2.30238404	% 
	 April 1, 2027
	  	 	2.30073393	% 
	 October 1, 2027
	  	 	2.29897090	% 
	 April 1, 2028
	  	 	34.88679479	% 


  
 Note Purchase
Agreement 
 (Spirit 2015-1 EETC) 


  
 Sch. III-5 








 Series B Equipment Notes 

Airbus A321-200 
 N661NK**

  

					
	 Payment Date
	  	Percentage of Original
Principal Amount to be
Paid	 
	 At Issuance
	  	 	0.00000000	% 
	 April 1, 2016
	  	 	0.00000000	% 
	 October 1, 2016
	  	 	16.57064947	% 
	 April 1, 2017
	  	 	2.61722817	% 
	 October 1, 2017
	  	 	6.60730086	% 
	 April 1, 2018
	  	 	6.59860857	% 
	 October 1, 2018
	  	 	3.39467838	% 
	 April 1, 2019
	  	 	3.38773560	% 
	 October 1, 2019
	  	 	3.38072397	% 
	 April 1, 2020
	  	 	3.21171113	% 
	 October 1, 2020
	  	 	3.21011636	% 
	 April 1, 2021
	  	 	3.20843738	% 
	 October 1, 2021
	  	 	3.20666843	% 
	 April 1, 2022
	  	 	3.20480266	% 
	 October 1, 2022
	  	 	3.20283289	% 
	 April 1, 2023
	  	 	3.20075144	% 
	 October 1, 2023
	  	 	3.19854942	% 
	 April 1, 2024
	  	 	31.79920525	% 
	 October 1, 2024
	  	 	0.00000000	% 
	 April 1, 2025
	  	 	0.00000000	% 
	 October 1, 2025
	  	 	0.00000000	% 
	 April 1, 2026
	  	 	0.00000000	% 
	 October 1, 2026
	  	 	0.00000000	% 
	 April 1, 2027
	  	 	0.00000000	% 
	 October 1, 2027
	  	 	0.00000000	% 
	 April 1, 2028
	  	 	0.00000000	% 


  
 Note Purchase
Agreement 
 (Spirit 2015-1 EETC) 


  
 Sch. III-6 








 Series A Equipment Notes 

Airbus A321-200 
 N662NK**

  

					
	 Payment Date
	  	Percentage of Original
Principal Amount to be
Paid	 
	 At Issuance
	  	 	0.00000000	% 
	 April 1, 2016
	  	 	0.00000000	% 
	 October 1, 2016
	  	 	7.91724396	% 
	 April 1, 2017
	  	 	1.63009947	% 
	 October 1, 2017
	  	 	3.50787673	% 
	 April 1, 2018
	  	 	3.49695817	% 
	 October 1, 2018
	  	 	3.48598741	% 
	 April 1, 2019
	  	 	3.47496103	% 
	 October 1, 2019
	  	 	3.46387531	% 
	 April 1, 2020
	  	 	3.16604649	% 
	 October 1, 2020
	  	 	2.32741425	% 
	 April 1, 2021
	  	 	2.32658874	% 
	 October 1, 2021
	  	 	2.32571887	% 
	 April 1, 2022
	  	 	2.32480144	% 
	 October 1, 2022
	  	 	2.32383291	% 
	 April 1, 2023
	  	 	2.32280943	% 
	 October 1, 2023
	  	 	2.32172671	% 
	 April 1, 2024
	  	 	2.32058014	% 
	 October 1, 2024
	  	 	2.31936458	% 
	 April 1, 2025
	  	 	2.31807438	% 
	 October 1, 2025
	  	 	2.31670329	% 
	 April 1, 2026
	  	 	2.31524446	% 
	 October 1, 2026
	  	 	2.31369013	% 
	 April 1, 2027
	  	 	2.31203192	% 
	 October 1, 2027
	  	 	2.31026023	% 
	 April 1, 2028
	  	 	35.05810995	% 


  
 Note Purchase
Agreement 
 (Spirit 2015-1 EETC) 


  
 Sch. III-7 








 Series B Equipment Notes 

Airbus A321-200 
 N662NK**

  

					
	 Payment Date
	  	Percentage of Original
Principal Amount to be
Paid	 
	 At Issuance
	  	 	0.00000000	% 
	 April 1, 2016
	  	 	0.00000000	% 
	 October 1, 2016
	  	 	16.54106013	% 
	 April 1, 2017
	  	 	2.59280856	% 
	 October 1, 2017
	  	 	6.59335907	% 
	 April 1, 2018
	  	 	6.58552754	% 
	 October 1, 2018
	  	 	3.37477381	% 
	 April 1, 2019
	  	 	3.36869601	% 
	 October 1, 2019
	  	 	3.36254918	% 
	 April 1, 2020
	  	 	3.21943531	% 
	 October 1, 2020
	  	 	3.21783670	% 
	 April 1, 2021
	  	 	3.21615368	% 
	 October 1, 2021
	  	 	3.21438047	% 
	 April 1, 2022
	  	 	3.21251022	% 
	 October 1, 2022
	  	 	3.21053571	% 
	 April 1, 2023
	  	 	3.20844925	% 
	 October 1, 2023
	  	 	3.20624194	% 
	 April 1, 2024
	  	 	31.87568242	% 
	 October 1, 2024
	  	 	0.00000000	% 
	 April 1, 2025
	  	 	0.00000000	% 
	 October 1, 2025
	  	 	0.00000000	% 
	 April 1, 2026
	  	 	0.00000000	% 
	 October 1, 2026
	  	 	0.00000000	% 
	 April 1, 2027
	  	 	0.00000000	% 
	 October 1, 2027
	  	 	0.00000000	% 
	 April 1, 2028
	  	 	0.00000000	% 


  
 Note Purchase
Agreement 
 (Spirit 2015-1 EETC) 


  
 Sch. III-8 








 Series A Equipment Notes 

Airbus A321-200 
 N663NK**

  

					
	 Payment Date
	  	Percentage of Original
Principal Amount to be
Paid	 
	 At Issuance
	  	 	0.00000000	% 
	 April 1, 2016
	  	 	0.00000000	% 
	 October 1, 2016
	  	 	6.29788312	% 
	 April 1, 2017
	  	 	1.51779867	% 
	 October 1, 2017
	  	 	3.44835214	% 
	 April 1, 2018
	  	 	3.44196690	% 
	 October 1, 2018
	  	 	3.43557314	% 
	 April 1, 2019
	  	 	3.42917038	% 
	 October 1, 2019
	  	 	3.42275797	% 
	 April 1, 2020
	  	 	3.23119062	% 
	 October 1, 2020
	  	 	2.37045698	% 
	 April 1, 2021
	  	 	2.37032290	% 
	 October 1, 2021
	  	 	2.37018163	% 
	 April 1, 2022
	  	 	2.37003259	% 
	 October 1, 2022
	  	 	2.36987529	% 
	 April 1, 2023
	  	 	2.36970906	% 
	 October 1, 2023
	  	 	2.36953320	% 
	 April 1, 2024
	  	 	2.36934697	% 
	 October 1, 2024
	  	 	2.36914951	% 
	 April 1, 2025
	  	 	2.36893997	% 
	 October 1, 2025
	  	 	2.36871729	% 
	 April 1, 2026
	  	 	2.36848033	% 
	 October 1, 2026
	  	 	2.36822787	% 
	 April 1, 2027
	  	 	2.36795854	% 
	 October 1, 2027
	  	 	2.36767080	% 
	 April 1, 2028
	  	 	36.23670412	% 


  
 Note Purchase
Agreement 
 (Spirit 2015-1 EETC) 


  
 Sch. III-9 








 Series B Equipment Notes 

Airbus A321-200 
 N663NK**

  

					
	 Payment Date
	  	Percentage of Original
Principal Amount to be
Paid	 
	 At Issuance
	  	 	0.00000000	% 
	 April 1, 2016
	  	 	0.00000000	% 
	 October 1, 2016
	  	 	15.19776983	% 
	 April 1, 2017
	  	 	2.56304442	% 
	 October 1, 2017
	  	 	6.64912796	% 
	 April 1, 2018
	  	 	6.64567148	% 
	 October 1, 2018
	  	 	3.37119490	% 
	 April 1, 2019
	  	 	3.36802191	% 
	 October 1, 2019
	  	 	3.36483773	% 
	 April 1, 2020
	  	 	3.27368882	% 
	 October 1, 2020
	  	 	3.27343036	% 
	 April 1, 2021
	  	 	3.27315830	% 
	 October 1, 2021
	  	 	3.27287192	% 
	 April 1, 2022
	  	 	3.27256964	% 
	 October 1, 2022
	  	 	3.27225063	% 
	 April 1, 2023
	  	 	3.27191345	% 
	 October 1, 2023
	  	 	3.27155676	% 
	 April 1, 2024
	  	 	32.65889190	% 
	 October 1, 2024
	  	 	0.00000000	% 
	 April 1, 2025
	  	 	0.00000000	% 
	 October 1, 2025
	  	 	0.00000000	% 
	 April 1, 2026
	  	 	0.00000000	% 
	 October 1, 2026
	  	 	0.00000000	% 
	 April 1, 2027
	  	 	0.00000000	% 
	 October 1, 2027
	  	 	0.00000000	% 
	 April 1, 2028
	  	 	0.00000000	% 


  
 Note Purchase
Agreement 
 (Spirit 2015-1 EETC) 


  
 Sch. III-10 








 Series A Equipment Notes 

Airbus A321-200 
 N664NK**

  

					
	 Payment Date
	  	Percentage of Original
Principal Amount to be
Paid	 
	 At Issuance
	  	 	0.00000000	% 
	 April 1, 2016
	  	 	0.00000000	% 
	 October 1, 2016
	  	 	6.19878856	% 
	 April 1, 2017
	  	 	1.45916194	% 
	 October 1, 2017
	  	 	3.40123840	% 
	 April 1, 2018
	  	 	3.39669548	% 
	 October 1, 2018
	  	 	3.39214398	% 
	 April 1, 2019
	  	 	3.38758345	% 
	 October 1, 2019
	  	 	3.38301321	% 
	 April 1, 2020
	  	 	3.24733989	% 
	 October 1, 2020
	  	 	2.38230436	% 
	 April 1, 2021
	  	 	2.38216961	% 
	 October 1, 2021
	  	 	2.38202763	% 
	 April 1, 2022
	  	 	2.38187785	% 
	 October 1, 2022
	  	 	2.38171977	% 
	 April 1, 2023
	  	 	2.38155270	% 
	 October 1, 2023
	  	 	2.38137596	% 
	 April 1, 2024
	  	 	2.38118881	% 
	 October 1, 2024
	  	 	2.38099035	% 
	 April 1, 2025
	  	 	2.38077977	% 
	 October 1, 2025
	  	 	2.38055598	% 
	 April 1, 2026
	  	 	2.38031783	% 
	 October 1, 2026
	  	 	2.38006411	% 
	 April 1, 2027
	  	 	2.37979343	% 
	 October 1, 2027
	  	 	2.37950425	% 
	 April 1, 2028
	  	 	36.41781266	% 


  
 Note Purchase
Agreement 
 (Spirit 2015-1 EETC) 


  
 Sch. III-11 








 Series B Equipment Notes 

Airbus A321-200 
 N664NK**

  

					
	 Payment Date
	  	Percentage of Original
Principal Amount to be
Paid	 
	 At Issuance
	  	 	0.00000000	% 
	 April 1, 2016
	  	 	0.00000000	% 
	 October 1, 2016
	  	 	15.17829042	% 
	 April 1, 2017
	  	 	2.53754573	% 
	 October 1, 2017
	  	 	6.63388429	% 
	 April 1, 2018
	  	 	6.63130804	% 
	 October 1, 2018
	  	 	3.35021272	% 
	 April 1, 2019
	  	 	3.34792037	% 
	 October 1, 2019
	  	 	3.34561692	% 
	 April 1, 2020
	  	 	3.28119365	% 
	 October 1, 2020
	  	 	3.28093460	% 
	 April 1, 2021
	  	 	3.28066192	% 
	 October 1, 2021
	  	 	3.28037488	% 
	 April 1, 2022
	  	 	3.28007191	% 
	 October 1, 2022
	  	 	3.27975217	% 
	 April 1, 2023
	  	 	3.27941421	% 
	 October 1, 2023
	  	 	3.27905671	% 
	 April 1, 2024
	  	 	32.73376146	% 
	 October 1, 2024
	  	 	0.00000000	% 
	 April 1, 2025
	  	 	0.00000000	% 
	 October 1, 2025
	  	 	0.00000000	% 
	 April 1, 2026
	  	 	0.00000000	% 
	 October 1, 2026
	  	 	0.00000000	% 
	 April 1, 2027
	  	 	0.00000000	% 
	 October 1, 2027
	  	 	0.00000000	% 
	 April 1, 2028
	  	 	0.00000000	% 


  
 Note Purchase
Agreement 
 (Spirit 2015-1 EETC) 


  
 Sch. III-12 








 Series A Equipment Notes 

Airbus A321-200 
 N665NK**

  

					
	 Payment Date
	  	Percentage of Original
Principal Amount to be
Paid	 
	 At Issuance
	  	 	0.00000000	% 
	 April 1, 2016
	  	 	0.00000000	% 
	 October 1, 2016
	  	 	6.19878856	% 
	 April 1, 2017
	  	 	1.45916194	% 
	 October 1, 2017
	  	 	3.40123840	% 
	 April 1, 2018
	  	 	3.39669548	% 
	 October 1, 2018
	  	 	3.39214398	% 
	 April 1, 2019
	  	 	3.38758345	% 
	 October 1, 2019
	  	 	3.38301321	% 
	 April 1, 2020
	  	 	3.24733989	% 
	 October 1, 2020
	  	 	2.38230436	% 
	 April 1, 2021
	  	 	2.38216961	% 
	 October 1, 2021
	  	 	2.38202763	% 
	 April 1, 2022
	  	 	2.38187785	% 
	 October 1, 2022
	  	 	2.38171977	% 
	 April 1, 2023
	  	 	2.38155270	% 
	 October 1, 2023
	  	 	2.38137596	% 
	 April 1, 2024
	  	 	2.38118881	% 
	 October 1, 2024
	  	 	2.38099035	% 
	 April 1, 2025
	  	 	2.38077977	% 
	 October 1, 2025
	  	 	2.38055598	% 
	 April 1, 2026
	  	 	2.38031783	% 
	 October 1, 2026
	  	 	2.38006411	% 
	 April 1, 2027
	  	 	2.37979343	% 
	 October 1, 2027
	  	 	2.37950425	% 
	 April 1, 2028
	  	 	36.41781266	% 


  
 Note Purchase
Agreement 
 (Spirit 2015-1 EETC) 


  
 Sch. III-13 








 Series B Equipment Notes 

Airbus A321-200 
 N665NK**

  

					
	 Payment Date
	  	Percentage of Original
Principal Amount to be
Paid	 
	 At Issuance
	  	 	0.00000000	% 
	 April 1, 2016
	  	 	0.00000000	% 
	 October 1, 2016
	  	 	15.17829042	% 
	 April 1, 2017
	  	 	2.53754573	% 
	 October 1, 2017
	  	 	6.63388429	% 
	 April 1, 2018
	  	 	6.63130804	% 
	 October 1, 2018
	  	 	3.35021272	% 
	 April 1, 2019
	  	 	3.34792037	% 
	 October 1, 2019
	  	 	3.34561692	% 
	 April 1, 2020
	  	 	3.28119365	% 
	 October 1, 2020
	  	 	3.28093460	% 
	 April 1, 2021
	  	 	3.28066192	% 
	 October 1, 2021
	  	 	3.28037488	% 
	 April 1, 2022
	  	 	3.28007191	% 
	 October 1, 2022
	  	 	3.27975217	% 
	 April 1, 2023
	  	 	3.27941421	% 
	 October 1, 2023
	  	 	3.27905671	% 
	 April 1, 2024
	  	 	32.73376146	% 
	 October 1, 2024
	  	 	0.00000000	% 
	 April 1, 2025
	  	 	0.00000000	% 
	 October 1, 2025
	  	 	0.00000000	% 
	 April 1, 2026
	  	 	0.00000000	% 
	 October 1, 2026
	  	 	0.00000000	% 
	 April 1, 2027
	  	 	0.00000000	% 
	 October 1, 2027
	  	 	0.00000000	% 
	 April 1, 2028
	  	 	0.00000000	% 


  
 Note Purchase
Agreement 
 (Spirit 2015-1 EETC) 


  
 Sch. III-14 








 Series A Equipment Notes 

Airbus A321-200 
 N667NK**

  

					
	 Payment Date
	  	Percentage of Original
Principal Amount to be
Paid	 
	 At Issuance
	  	 	0.00000000	% 
	 April 1, 2016
	  	 	0.00000000	% 
	 October 1, 2016
	  	 	6.09641869	% 
	 April 1, 2017
	  	 	1.39997010	% 
	 October 1, 2017
	  	 	3.35373279	% 
	 April 1, 2018
	  	 	3.35105062	% 
	 October 1, 2018
	  	 	3.34835981	% 
	 April 1, 2019
	  	 	3.34565998	% 
	 October 1, 2019
	  	 	3.34295033	% 
	 April 1, 2020
	  	 	3.26373066	% 
	 October 1, 2020
	  	 	2.39432889	% 
	 April 1, 2021
	  	 	2.39419344	% 
	 October 1, 2021
	  	 	2.39405075	% 
	 April 1, 2022
	  	 	2.39390025	% 
	 October 1, 2022
	  	 	2.39374134	% 
	 April 1, 2023
	  	 	2.39357343	% 
	 October 1, 2023
	  	 	2.39339580	% 
	 April 1, 2024
	  	 	2.39320769	% 
	 October 1, 2024
	  	 	2.39300829	% 
	 April 1, 2025
	  	 	2.39279658	% 
	 October 1, 2025
	  	 	2.39257168	% 
	 April 1, 2026
	  	 	2.39233233	% 
	 October 1, 2026
	  	 	2.39207734	% 
	 April 1, 2027
	  	 	2.39180529	% 
	 October 1, 2027
	  	 	2.39151465	% 
	 April 1, 2028
	  	 	36.60162925	% 


  
 Note Purchase
Agreement 
 (Spirit 2015-1 EETC) 


  
 Sch. III-15 








 Series B Equipment Notes 

Airbus A321-200 
 N667NK**

  

					
	 Payment Date
	  	Percentage of Original
Principal Amount to be
Paid	 
	 At Issuance
	  	 	0.00000000	% 
	 April 1, 2016
	  	 	0.00000000	% 
	 October 1, 2016
	  	 	15.15773539	% 
	 April 1, 2017
	  	 	2.51195915	% 
	 October 1, 2017
	  	 	6.61864767	% 
	 April 1, 2018
	  	 	6.61695530	% 
	 October 1, 2018
	  	 	3.32917291	% 
	 April 1, 2019
	  	 	3.32776503	% 
	 October 1, 2019
	  	 	3.32634643	% 
	 April 1, 2020
	  	 	3.28877106	% 
	 October 1, 2020
	  	 	3.28851151	% 
	 April 1, 2021
	  	 	3.28823846	% 
	 October 1, 2021
	  	 	3.28795048	% 
	 April 1, 2022
	  	 	3.28764682	% 
	 October 1, 2022
	  	 	3.28732642	% 
	 April 1, 2023
	  	 	3.28698759	% 
	 October 1, 2023
	  	 	3.28662935	% 
	 April 1, 2024
	  	 	32.80935643	% 
	 October 1, 2024
	  	 	0.00000000	% 
	 April 1, 2025
	  	 	0.00000000	% 
	 October 1, 2025
	  	 	0.00000000	% 
	 April 1, 2026
	  	 	0.00000000	% 
	 October 1, 2026
	  	 	0.00000000	% 
	 April 1, 2027
	  	 	0.00000000	% 
	 October 1, 2027
	  	 	0.00000000	% 
	 April 1, 2028
	  	 	0.00000000	% 


  
 Note Purchase
Agreement 
 (Spirit 2015-1 EETC) 


  
 Sch. III-16 








 Series A Equipment Notes 

Airbus A321-200 
 N668NK

  

					
	 Payment Date
	  	Percentage of Original
Principal Amount to be
Paid	 
	 At Issuance
	  	 	0.00000000	% 
	 April 1, 2016
	  	 	0.00000000	% 
	 October 1, 2016
	  	 	0.00000000	% 
	 April 1, 2017
	  	 	7.33714559	% 
	 October 1, 2017
	  	 	3.30560400	% 
	 April 1, 2018
	  	 	3.30480145	% 
	 October 1, 2018
	  	 	3.30399036	% 
	 April 1, 2019
	  	 	3.30317003	% 
	 October 1, 2019
	  	 	3.30233993	% 
	 April 1, 2020
	  	 	3.28014760	% 
	 October 1, 2020
	  	 	2.40637265	% 
	 April 1, 2021
	  	 	2.40623651	% 
	 October 1, 2021
	  	 	2.40609311	% 
	 April 1, 2022
	  	 	2.40594185	% 
	 October 1, 2022
	  	 	2.40578214	% 
	 April 1, 2023
	  	 	2.40561339	% 
	 October 1, 2023
	  	 	2.40543486	% 
	 April 1, 2024
	  	 	2.40524580	% 
	 October 1, 2024
	  	 	2.40504540	% 
	 April 1, 2025
	  	 	2.40483263	% 
	 October 1, 2025
	  	 	2.40460659	% 
	 April 1, 2026
	  	 	2.40436605	% 
	 October 1, 2026
	  	 	2.40410977	% 
	 April 1, 2027
	  	 	2.40383634	% 
	 October 1, 2027
	  	 	2.40354425	% 
	 April 1, 2028
	  	 	36.78573972	% 


  
 Note Purchase
Agreement 
 (Spirit 2015-1 EETC) 


  
 Sch. III-17 








 Series B Equipment Notes 

Airbus A321-200 
 N668NK

  

					
	 Payment Date
	  	Percentage of Original
Principal Amount to be
Paid	 
	 At Issuance
	  	 	0.00000000	% 
	 April 1, 2016
	  	 	0.00000000	% 
	 October 1, 2016
	  	 	0.00000000	% 
	 April 1, 2017
	  	 	17.61503684	% 
	 October 1, 2017
	  	 	6.60400604	% 
	 April 1, 2018
	  	 	6.60320184	% 
	 October 1, 2018
	  	 	3.30836876	% 
	 April 1, 2019
	  	 	3.30784998	% 
	 October 1, 2019
	  	 	3.30731997	% 
	 April 1, 2020
	  	 	3.29671591	% 
	 October 1, 2020
	  	 	3.29645573	% 
	 April 1, 2021
	  	 	3.29618203	% 
	 October 1, 2021
	  	 	3.29589334	% 
	 April 1, 2022
	  	 	3.29558896	% 
	 October 1, 2022
	  	 	3.29526779	% 
	 April 1, 2023
	  	 	3.29492813	% 
	 October 1, 2023
	  	 	3.29456903	% 
	 April 1, 2024
	  	 	32.88861565	% 
	 October 1, 2024
	  	 	0.00000000	% 
	 April 1, 2025
	  	 	0.00000000	% 
	 October 1, 2025
	  	 	0.00000000	% 
	 April 1, 2026
	  	 	0.00000000	% 
	 October 1, 2026
	  	 	0.00000000	% 
	 April 1, 2027
	  	 	0.00000000	% 
	 October 1, 2027
	  	 	0.00000000	% 
	 April 1, 2028
	  	 	0.00000000	% 


  
 Note Purchase
Agreement 
 (Spirit 2015-1 EETC) 


  
 Sch. III-18 








 Series A Equipment Notes 

Airbus A320-200 
 N644NK

  

					
	 Payment Date
	  	Percentage of Original
Principal Amount to be
Paid	 
	 At Issuance
	  	 	0.00000000	% 
	 April 1, 2016
	  	 	0.00000000	% 
	 October 1, 2016
	  	 	0.00000000	% 
	 April 1, 2017
	  	 	7.17343540	% 
	 October 1, 2017
	  	 	3.25708880	% 
	 April 1, 2018
	  	 	3.25818497	% 
	 October 1, 2018
	  	 	3.25927252	% 
	 April 1, 2019
	  	 	3.26035083	% 
	 October 1, 2019
	  	 	3.26141930	% 
	 April 1, 2020
	  	 	3.29683201	% 
	 October 1, 2020
	  	 	2.41861260	% 
	 April 1, 2021
	  	 	2.41847580	% 
	 October 1, 2021
	  	 	2.41833164	% 
	 April 1, 2022
	  	 	2.41817963	% 
	 October 1, 2022
	  	 	2.41801908	% 
	 April 1, 2023
	  	 	2.41784950	% 
	 October 1, 2023
	  	 	2.41767006	% 
	 April 1, 2024
	  	 	2.41748004	% 
	 October 1, 2024
	  	 	2.41727860	% 
	 April 1, 2025
	  	 	2.41706479	% 
	 October 1, 2025
	  	 	2.41683757	% 
	 April 1, 2026
	  	 	2.41659580	% 
	 October 1, 2026
	  	 	2.41633823	% 
	 April 1, 2027
	  	 	2.41606339	% 
	 October 1, 2027
	  	 	2.41576983	% 
	 April 1, 2028
	  	 	36.97284961	% 


  
 Note Purchase
Agreement 
 (Spirit 2015-1 EETC) 


  
 Sch. III-19 








 Series B Equipment Notes 

Airbus A320-200 
 N644NK

  

					
	 Payment Date
	  	Percentage of Original
Principal Amount to be
Paid	 
	 At Issuance
	  	 	0.00000000	% 
	 April 1, 2016
	  	 	0.00000000	% 
	 October 1, 2016
	  	 	0.00000000	% 
	 April 1, 2017
	  	 	17.56357167	% 
	 October 1, 2017
	  	 	6.58901703	% 
	 April 1, 2018
	  	 	6.58910539	% 
	 October 1, 2018
	  	 	3.28732613	% 
	 April 1, 2019
	  	 	3.28770046	% 
	 October 1, 2019
	  	 	3.28806356	% 
	 April 1, 2020
	  	 	3.30456059	% 
	 October 1, 2020
	  	 	3.30429996	% 
	 April 1, 2021
	  	 	3.30402534	% 
	 October 1, 2021
	  	 	3.30373619	% 
	 April 1, 2022
	  	 	3.30343110	% 
	 October 1, 2022
	  	 	3.30310913	% 
	 April 1, 2023
	  	 	3.30276859	% 
	 October 1, 2023
	  	 	3.30240867	% 
	 April 1, 2024
	  	 	32.96687619	% 
	 October 1, 2024
	  	 	0.00000000	% 
	 April 1, 2025
	  	 	0.00000000	% 
	 October 1, 2025
	  	 	0.00000000	% 
	 April 1, 2026
	  	 	0.00000000	% 
	 October 1, 2026
	  	 	0.00000000	% 
	 April 1, 2027
	  	 	0.00000000	% 
	 October 1, 2027
	  	 	0.00000000	% 
	 April 1, 2028
	  	 	0.00000000	% 


  
 Note Purchase
Agreement 
 (Spirit 2015-1 EETC) 


  
 Sch. III-20 








 Series A Equipment Notes 

Airbus A321-200 
 N669NK

  

					
	 Payment Date
	  	Percentage of Original
Principal Amount to be
Paid	 
	 At Issuance
	  	 	0.00000000	% 
	 April 1, 2016
	  	 	0.00000000	% 
	 October 1, 2016
	  	 	0.00000000	% 
	 April 1, 2017
	  	 	5.40464520	% 
	 October 1, 2017
	  	 	3.18540206	% 
	 April 1, 2018
	  	 	3.19129412	% 
	 October 1, 2018
	  	 	3.19722304	% 
	 April 1, 2019
	  	 	3.20319124	% 
	 October 1, 2019
	  	 	3.20920139	% 
	 April 1, 2020
	  	 	3.36524878	% 
	 October 1, 2020
	  	 	2.46386146	% 
	 April 1, 2021
	  	 	2.46444446	% 
	 October 1, 2021
	  	 	2.46505870	% 
	 April 1, 2022
	  	 	2.46570659	% 
	 October 1, 2022
	  	 	2.46639049	% 
	 April 1, 2023
	  	 	2.46711329	% 
	 October 1, 2023
	  	 	2.46787786	% 
	 April 1, 2024
	  	 	2.46868753	% 
	 October 1, 2024
	  	 	2.46954595	% 
	 April 1, 2025
	  	 	2.47045704	% 
	 October 1, 2025
	  	 	2.47142527	% 
	 April 1, 2026
	  	 	2.47245545	% 
	 October 1, 2026
	  	 	2.47355305	% 
	 April 1, 2027
	  	 	2.47472406	% 
	 October 1, 2027
	  	 	2.47597517	% 
	 April 1, 2028
	  	 	38.20651781	% 


  
 Note Purchase
Agreement 
 (Spirit 2015-1 EETC) 


  
 Sch. III-21 








 Series B Equipment Notes 

Airbus A321-200 
 N669NK

  

					
	 Payment Date
	  	Percentage of Original
Principal Amount to be
Paid	 
	 At Issuance
	  	 	0.00000000	% 
	 April 1, 2016
	  	 	0.00000000	% 
	 October 1, 2016
	  	 	0.00000000	% 
	 April 1, 2017
	  	 	16.17488520	% 
	 October 1, 2017
	  	 	6.64247763	% 
	 April 1, 2018
	  	 	6.64704194	% 
	 October 1, 2018
	  	 	3.27993357	% 
	 April 1, 2019
	  	 	3.28328537	% 
	 October 1, 2019
	  	 	3.28668481	% 
	 April 1, 2020
	  	 	3.36025652	% 
	 October 1, 2020
	  	 	3.36136162	% 
	 April 1, 2021
	  	 	3.36252515	% 
	 October 1, 2021
	  	 	3.36375112	% 
	 April 1, 2022
	  	 	3.36504413	% 
	 October 1, 2022
	  	 	3.36640926	% 
	 April 1, 2023
	  	 	3.36785174	% 
	 October 1, 2023
	  	 	3.36937774	% 
	 April 1, 2024
	  	 	33.76911420	% 
	 October 1, 2024
	  	 	0.00000000	% 
	 April 1, 2025
	  	 	0.00000000	% 
	 October 1, 2025
	  	 	0.00000000	% 
	 April 1, 2026
	  	 	0.00000000	% 
	 October 1, 2026
	  	 	0.00000000	% 
	 April 1, 2027
	  	 	0.00000000	% 
	 October 1, 2027
	  	 	0.00000000	% 
	 April 1, 2028
	  	 	0.00000000	% 


  
 Note Purchase
Agreement 
 (Spirit 2015-1 EETC) 


  
 Sch. III-22 








 Series A Equipment Notes 

Airbus A320-200 
 N645NK

  

					
	 Payment Date
	  	Percentage of Original
Principal Amount to be
Paid	 
	 At Issuance
	  	 	0.00000000	% 
	 April 1, 2016
	  	 	0.00000000	% 
	 October 1, 2016
	  	 	0.00000000	% 
	 April 1, 2017
	  	 	5.23172854	% 
	 October 1, 2017
	  	 	3.13460086	% 
	 April 1, 2018
	  	 	3.14245566	% 
	 October 1, 2018
	  	 	3.15034750	% 
	 April 1, 2019
	  	 	3.15827887	% 
	 October 1, 2019
	  	 	3.16625235	% 
	 April 1, 2020
	  	 	3.38268499	% 
	 October 1, 2020
	  	 	2.47662738	% 
	 April 1, 2021
	  	 	2.47721334	% 
	 October 1, 2021
	  	 	2.47783081	% 
	 April 1, 2022
	  	 	2.47848200	% 
	 October 1, 2022
	  	 	2.47916952	% 
	 April 1, 2023
	  	 	2.47989601	% 
	 October 1, 2023
	  	 	2.48066453	% 
	 April 1, 2024
	  	 	2.48147846	% 
	 October 1, 2024
	  	 	2.48234124	% 
	 April 1, 2025
	  	 	2.48325712	% 
	 October 1, 2025
	  	 	2.48423033	% 
	 April 1, 2026
	  	 	2.48526587	% 
	 October 1, 2026
	  	 	2.48636915	% 
	 April 1, 2027
	  	 	2.48754624	% 
	 October 1, 2027
	  	 	2.48880380	% 
	 April 1, 2028
	  	 	38.40447541	% 


  
 Note Purchase
Agreement 
 (Spirit 2015-1 EETC) 


  
 Sch. III-23 








 Series B Equipment Notes 

Airbus A320-200 
 N645NK

  

					
	 Payment Date
	  	Percentage of Original
Principal Amount to be
Paid	 
	 At Issuance
	  	 	0.00000000	% 
	 April 1, 2016
	  	 	0.00000000	% 
	 October 1, 2016
	  	 	0.00000000	% 
	 April 1, 2017
	  	 	16.12807837	% 
	 October 1, 2017
	  	 	6.62652869	% 
	 April 1, 2018
	  	 	6.63200445	% 
	 October 1, 2018
	  	 	3.25797680	% 
	 April 1, 2019
	  	 	3.26223704	% 
	 October 1, 2019
	  	 	3.26654537	% 
	 April 1, 2020
	  	 	3.36806030	% 
	 October 1, 2020
	  	 	3.36916813	% 
	 April 1, 2021
	  	 	3.37033444	% 
	 October 1, 2021
	  	 	3.37156315	% 
	 April 1, 2022
	  	 	3.37285925	% 
	 October 1, 2022
	  	 	3.37422732	% 
	 April 1, 2023
	  	 	3.37567334	% 
	 October 1, 2023
	  	 	3.37720300	% 
	 April 1, 2024
	  	 	33.84754036	% 
	 October 1, 2024
	  	 	0.00000000	% 
	 April 1, 2025
	  	 	0.00000000	% 
	 October 1, 2025
	  	 	0.00000000	% 
	 April 1, 2026
	  	 	0.00000000	% 
	 October 1, 2026
	  	 	0.00000000	% 
	 April 1, 2027
	  	 	0.00000000	% 
	 October 1, 2027
	  	 	0.00000000	% 
	 April 1, 2028
	  	 	0.00000000	% 


  
 Note Purchase
Agreement 
 (Spirit 2015-1 EETC) 


  
 Sch. III-24 








 Series A Equipment Notes 

Airbus A321-200 
 N670NK

  

					
	 Payment Date
	  	Percentage of Original
Principal Amount to be
Paid	 
	 At Issuance
	  	 	0.00000000	% 
	 April 1, 2016
	  	 	0.00000000	% 
	 October 1, 2016
	  	 	0.00000000	% 
	 April 1, 2017
	  	 	5.23179913	% 
	 October 1, 2017
	  	 	3.13459853	% 
	 April 1, 2018
	  	 	3.14245331	% 
	 October 1, 2018
	  	 	3.15034517	% 
	 April 1, 2019
	  	 	3.15827652	% 
	 October 1, 2019
	  	 	3.16625000	% 
	 April 1, 2020
	  	 	3.38268246	% 
	 October 1, 2020
	  	 	2.47662551	% 
	 April 1, 2021
	  	 	2.47721152	% 
	 October 1, 2021
	  	 	2.47782895	% 
	 April 1, 2022
	  	 	2.47848019	% 
	 October 1, 2022
	  	 	2.47916763	% 
	 April 1, 2023
	  	 	2.47989417	% 
	 October 1, 2023
	  	 	2.48066271	% 
	 April 1, 2024
	  	 	2.48147657	% 
	 October 1, 2024
	  	 	2.48233944	% 
	 April 1, 2025
	  	 	2.48325525	% 
	 October 1, 2025
	  	 	2.48422850	% 
	 April 1, 2026
	  	 	2.48526401	% 
	 October 1, 2026
	  	 	2.48636729	% 
	 April 1, 2027
	  	 	2.48754438	% 
	 October 1, 2027
	  	 	2.48880197	% 
	 April 1, 2028
	  	 	38.40444679	% 


  
 Note Purchase
Agreement 
 (Spirit 2015-1 EETC) 


  
 Sch. III-25 








 Series B Equipment Notes 

Airbus A321-200 
 N670NK

  

					
	 Payment Date
	  	Percentage of Original
Principal Amount to be
Paid	 
	 At Issuance
	  	 	0.00000000	% 
	 April 1, 2016
	  	 	0.00000000	% 
	 October 1, 2016
	  	 	0.00000000	% 
	 April 1, 2017
	  	 	16.12923281	% 
	 October 1, 2017
	  	 	6.62643755	% 
	 April 1, 2018
	  	 	6.63191312	% 
	 October 1, 2018
	  	 	3.25793196	% 
	 April 1, 2019
	  	 	3.26219222	% 
	 October 1, 2019
	  	 	3.26650024	% 
	 April 1, 2020
	  	 	3.36801409	% 
	 October 1, 2020
	  	 	3.36912175	% 
	 April 1, 2021
	  	 	3.37028797	% 
	 October 1, 2021
	  	 	3.37151677	% 
	 April 1, 2022
	  	 	3.37281276	% 
	 October 1, 2022
	  	 	3.37418104	% 
	 April 1, 2023
	  	 	3.37562685	% 
	 October 1, 2023
	  	 	3.37715638	% 
	 April 1, 2024
	  	 	33.84707448	% 
	 October 1, 2024
	  	 	0.00000000	% 
	 April 1, 2025
	  	 	0.00000000	% 
	 October 1, 2025
	  	 	0.00000000	% 
	 April 1, 2026
	  	 	0.00000000	% 
	 October 1, 2026
	  	 	0.00000000	% 
	 April 1, 2027
	  	 	0.00000000	% 
	 October 1, 2027
	  	 	0.00000000	% 
	 April 1, 2028
	  	 	0.00000000	% 


  
 Note Purchase
Agreement 
 (Spirit 2015-1 EETC) 


  
 Sch. III-26 








 Series A Equipment Notes 

Airbus A321-200 
 N671NK

  

					
	 Payment Date
	  	Percentage of Original
Principal Amount to be
Paid	 
	 At Issuance
	  	 	0.00000000	% 
	 April 1, 2016
	  	 	0.00000000	% 
	 October 1, 2016
	  	 	0.00000000	% 
	 April 1, 2017
	  	 	4.88769061	% 
	 October 1, 2017
	  	 	3.03117231	% 
	 April 1, 2018
	  	 	3.04301335	% 
	 October 1, 2018
	  	 	3.05489185	% 
	 April 1, 2019
	  	 	3.06681027	% 
	 October 1, 2019
	  	 	3.07877117	% 
	 April 1, 2020
	  	 	3.41784540	% 
	 October 1, 2020
	  	 	2.50237001	% 
	 April 1, 2021
	  	 	2.50296208	% 
	 October 1, 2021
	  	 	2.50358594	% 
	 April 1, 2022
	  	 	2.50424395	% 
	 October 1, 2022
	  	 	2.50493859	% 
	 April 1, 2023
	  	 	2.50567264	% 
	 October 1, 2023
	  	 	2.50644916	% 
	 April 1, 2024
	  	 	2.50727150	% 
	 October 1, 2024
	  	 	2.50814328	% 
	 April 1, 2025
	  	 	2.50906865	% 
	 October 1, 2025
	  	 	2.51005202	% 
	 April 1, 2026
	  	 	2.51109831	% 
	 October 1, 2026
	  	 	2.51221305	% 
	 April 1, 2027
	  	 	2.51340235	% 
	 October 1, 2027
	  	 	2.51467303	% 
	 April 1, 2028
	  	 	38.80366047	% 


  
 Note Purchase
Agreement 
 (Spirit 2015-1 EETC) 


  
 Sch. III-27 








 Series B Equipment Notes 

Airbus A321-200 
 N671NK

  

					
	 Payment Date
	  	Percentage of Original
Principal Amount to be
Paid	 
	 At Issuance
	  	 	0.00000000	% 
	 April 1, 2016
	  	 	0.00000000	% 
	 October 1, 2016
	  	 	0.00000000	% 
	 April 1, 2017
	  	 	16.02094246	% 
	 October 1, 2017
	  	 	6.59541813	% 
	 April 1, 2018
	  	 	6.60273029	% 
	 October 1, 2018
	  	 	3.21424842	% 
	 April 1, 2019
	  	 	3.22033929	% 
	 October 1, 2019
	  	 	3.22647859	% 
	 April 1, 2020
	  	 	3.38429611	% 
	 October 1, 2020
	  	 	3.38540912	% 
	 April 1, 2021
	  	 	3.38658090	% 
	 October 1, 2021
	  	 	3.38781582	% 
	 April 1, 2022
	  	 	3.38911800	% 
	 October 1, 2022
	  	 	3.39049270	% 
	 April 1, 2023
	  	 	3.39194574	% 
	 October 1, 2023
	  	 	3.39348260	% 
	 April 1, 2024
	  	 	34.01070182	% 
	 October 1, 2024
	  	 	0.00000000	% 
	 April 1, 2025
	  	 	0.00000000	% 
	 October 1, 2025
	  	 	0.00000000	% 
	 April 1, 2026
	  	 	0.00000000	% 
	 October 1, 2026
	  	 	0.00000000	% 
	 April 1, 2027
	  	 	0.00000000	% 
	 October 1, 2027
	  	 	0.00000000	% 
	 April 1, 2028
	  	 	0.00000000	% 


  
 Note Purchase
Agreement 
 (Spirit 2015-1 EETC) 


  
 Sch. III-28 








 Series A Equipment Notes 

Airbus A320-200 
 N646NK

  

					
	 Payment Date
	  	Percentage of Original
Principal Amount to be
Paid	 
	 At Issuance
	  	 	0.00000000	% 
	 April 1, 2016
	  	 	0.00000000	% 
	 October 1, 2016
	  	 	0.00000000	% 
	 April 1, 2017
	  	 	4.71030343	% 
	 October 1, 2017
	  	 	2.97873107	% 
	 April 1, 2018
	  	 	2.99259686	% 
	 October 1, 2018
	  	 	3.00650028	% 
	 April 1, 2019
	  	 	3.02044385	% 
	 October 1, 2019
	  	 	3.03443017	% 
	 April 1, 2020
	  	 	3.43579749	% 
	 October 1, 2020
	  	 	2.51551363	% 
	 April 1, 2021
	  	 	2.51610876	% 
	 October 1, 2021
	  	 	2.51673597	% 
	 April 1, 2022
	  	 	2.51739737	% 
	 October 1, 2022
	  	 	2.51809564	% 
	 April 1, 2023
	  	 	2.51883360	% 
	 October 1, 2023
	  	 	2.51961417	% 
	 April 1, 2024
	  	 	2.52044083	% 
	 October 1, 2024
	  	 	2.52131722	% 
	 April 1, 2025
	  	 	2.52224745	% 
	 October 1, 2025
	  	 	2.52323591	% 
	 April 1, 2026
	  	 	2.52428774	% 
	 October 1, 2026
	  	 	2.52540838	% 
	 April 1, 2027
	  	 	2.52660388	% 
	 October 1, 2027
	  	 	2.52788125	% 
	 April 1, 2028
	  	 	39.00747506	% 


  
 Note Purchase
Agreement 
 (Spirit 2015-1 EETC) 


  
 Sch. III-29 








 Series B Equipment Notes 

Airbus A320-200 
 N646NK

  

					
	 Payment Date
	  	Percentage of Original
Principal Amount to be
Paid	 
	 At Issuance
	  	 	0.00000000	% 
	 April 1, 2016
	  	 	0.00000000	% 
	 October 1, 2016
	  	 	0.00000000	% 
	 April 1, 2017
	  	 	15.96973275	% 
	 October 1, 2017
	  	 	6.57953492	% 
	 April 1, 2018
	  	 	6.58777178	% 
	 October 1, 2018
	  	 	3.19212143	% 
	 April 1, 2019
	  	 	3.19913425	% 
	 October 1, 2019
	  	 	3.20619518	% 
	 April 1, 2020
	  	 	3.39236191	% 
	 October 1, 2020
	  	 	3.39347749	% 
	 April 1, 2021
	  	 	3.39465231	% 
	 October 1, 2021
	  	 	3.39588973	% 
	 April 1, 2022
	  	 	3.39719532	% 
	 October 1, 2022
	  	 	3.39857354	% 
	 April 1, 2023
	  	 	3.40002956	% 
	 October 1, 2023
	  	 	3.40157033	% 
	 April 1, 2024
	  	 	34.09175951	% 
	 October 1, 2024
	  	 	0.00000000	% 
	 April 1, 2025
	  	 	0.00000000	% 
	 October 1, 2025
	  	 	0.00000000	% 
	 April 1, 2026
	  	 	0.00000000	% 
	 October 1, 2026
	  	 	0.00000000	% 
	 April 1, 2027
	  	 	0.00000000	% 
	 October 1, 2027
	  	 	0.00000000	% 
	 April 1, 2028
	  	 	0.00000000	% 


  
 Note Purchase
Agreement 
 (Spirit 2015-1 EETC) 


  
 Sch. III-30 








 Series A Equipment Notes 

Airbus A321-200 
 N672NK

  

					
	 Payment Date
	  	Percentage of Original
Principal Amount to be
Paid	 
	 At Issuance
	  	 	0.00000000	% 
	 April 1, 2016
	  	 	0.00000000	% 
	 October 1, 2016
	  	 	0.00000000	% 
	 April 1, 2017
	  	 	4.71121393	% 
	 October 1, 2017
	  	 	2.97870258	% 
	 April 1, 2018
	  	 	2.99256827	% 
	 October 1, 2018
	  	 	3.00647156	% 
	 April 1, 2019
	  	 	3.02041498	% 
	 October 1, 2019
	  	 	3.03440119	% 
	 April 1, 2020
	  	 	3.43576467	% 
	 October 1, 2020
	  	 	2.51548956	% 
	 April 1, 2021
	  	 	2.51608474	% 
	 October 1, 2021
	  	 	2.51671187	% 
	 April 1, 2022
	  	 	2.51737333	% 
	 October 1, 2022
	  	 	2.51807162	% 
	 April 1, 2023
	  	 	2.51880951	% 
	 October 1, 2023
	  	 	2.51959010	% 
	 April 1, 2024
	  	 	2.52041676	% 
	 October 1, 2024
	  	 	2.52129311	% 
	 April 1, 2025
	  	 	2.52222333	% 
	 October 1, 2025
	  	 	2.52321186	% 
	 April 1, 2026
	  	 	2.52426363	% 
	 October 1, 2026
	  	 	2.52538421	% 
	 April 1, 2027
	  	 	2.52657975	% 
	 October 1, 2027
	  	 	2.52785709	% 
	 April 1, 2028
	  	 	39.00710235	% 


  
 Note Purchase
Agreement 
 (Spirit 2015-1 EETC) 


  
 Sch. III-31 








 Series B Equipment Notes 

Airbus A321-200 
 N672NK

  

					
	 Payment Date
	  	Percentage of Original
Principal Amount to be
Paid	 
	 At Issuance
	  	 	0.00000000	% 
	 April 1, 2016
	  	 	0.00000000	% 
	 October 1, 2016
	  	 	0.00000000	% 
	 April 1, 2017
	  	 	15.96506122	% 
	 October 1, 2017
	  	 	6.57990085	% 
	 April 1, 2018
	  	 	6.58813805	% 
	 October 1, 2018
	  	 	3.19229890	% 
	 April 1, 2019
	  	 	3.19931195	% 
	 October 1, 2019
	  	 	3.20637341	% 
	 April 1, 2020
	  	 	3.39255049	% 
	 October 1, 2020
	  	 	3.39366622	% 
	 April 1, 2021
	  	 	3.39484085	% 
	 October 1, 2021
	  	 	3.39607878	% 
	 April 1, 2022
	  	 	3.39738415	% 
	 October 1, 2022
	  	 	3.39876220	% 
	 April 1, 2023
	  	 	3.40021878	% 
	 October 1, 2023
	  	 	3.40175939	% 
	 April 1, 2024
	  	 	34.09365476	% 
	 October 1, 2024
	  	 	0.00000000	% 
	 April 1, 2025
	  	 	0.00000000	% 
	 October 1, 2025
	  	 	0.00000000	% 
	 April 1, 2026
	  	 	0.00000000	% 
	 October 1, 2026
	  	 	0.00000000	% 
	 April 1, 2027
	  	 	0.00000000	% 
	 October 1, 2027
	  	 	0.00000000	% 
	 April 1, 2028
	  	 	0.00000000	% 


  
 Note Purchase
Agreement 
 (Spirit 2015-1 EETC) 


  
 Sch. III-32 








 ADJUSTED AMORTIZATION SCHEDULES – EARLY DELIVERY AIRCRAFT2 
 Series A Equipment Notes 

Airbus A321-200 
 N660NK

  

					
	 Payment Date
	  	Percentage of Original
Principal Amount to be
Paid	 
	 At Issuance
	  	 	0.00000000	% 
	 April 1, 2017
	  	 	1.89521155	% 
	 October 1, 2017
	  	 	3.91471603	% 
	 April 1, 2018
	  	 	3.89897055	% 
	 October 1, 2018
	  	 	3.88316899	% 
	 April 1, 2019
	  	 	3.86730716	% 
	 October 1, 2019
	  	 	3.85138166	% 
	 April 1, 2020
	  	 	3.41171712	% 
	 October 1, 2020
	  	 	2.50801081	% 
	 April 1, 2021
	  	 	2.50712123	% 
	 October 1, 2021
	  	 	2.50618383	% 
	 April 1, 2022
	  	 	2.50519521	% 
	 October 1, 2022
	  	 	2.50415164	% 
	 April 1, 2023
	  	 	2.50304857	% 
	 October 1, 2023
	  	 	2.50188200	% 
	 April 1, 2024
	  	 	2.50064637	% 
	 October 1, 2024
	  	 	2.49933662	% 
	 April 1, 2025
	  	 	2.49794621	% 
	 October 1, 2025
	  	 	2.49646865	% 
	 April 1, 2026
	  	 	2.49489666	% 
	 October 1, 2026
	  	 	2.49322186	% 
	 April 1, 2027
	  	 	2.49143494	% 
	 October 1, 2027
	  	 	2.48952561	% 
	 April 1, 2028
	  	 	37.77845672	% 

  

	2 	These are the adjusted amortization schedules for any Early Delivery Aircraft whose Equipment Notes are issued on or after October 1, 2016. There will be no adjustments for amortization schedules for any Aircraft
that is not an Early Delivery Aircraft. 


  
 Note Purchase
Agreement 
 (Spirit 2015-1 EETC) 


  
 Sch. III-33 








 Series B Equipment Notes 

Airbus A321-200 
 N660NK

  

					
	 Payment Date
	  	Percentage of Original
Principal Amount to be
Paid	 
	 At Issuance
	  	 	0.00000000	% 
	 April 1, 2017
	  	 	3.16730704	% 
	 October 1, 2017
	  	 	7.93906895	% 
	 April 1, 2018
	  	 	7.92761951	% 
	 October 1, 2018
	  	 	4.09411425	% 
	 April 1, 2019
	  	 	4.08475854	% 
	 October 1, 2019
	  	 	4.07531902	% 
	 April 1, 2020
	  	 	3.84175878	% 
	 October 1, 2020
	  	 	3.83985231	% 
	 April 1, 2021
	  	 	3.83784425	% 
	 October 1, 2021
	  	 	3.83572770	% 
	 April 1, 2022
	  	 	3.83349621	% 
	 October 1, 2022
	  	 	3.83113989	% 
	 April 1, 2023
	  	 	3.82865039	% 
	 October 1, 2023
	  	 	3.82601626	% 
	 April 1, 2024
	  	 	38.03732689	% 
	 October 1, 2024
	  	 	0.00000000	% 
	 April 1, 2025
	  	 	0.00000000	% 
	 October 1, 2025
	  	 	0.00000000	% 
	 April 1, 2026
	  	 	0.00000000	% 
	 October 1, 2026
	  	 	0.00000000	% 
	 April 1, 2027
	  	 	0.00000000	% 
	 October 1, 2027
	  	 	0.00000000	% 
	 April 1, 2028
	  	 	0.00000000	% 


  
 Note Purchase
Agreement 
 (Spirit 2015-1 EETC) 


  
 Sch. III-34 








 Series A Equipment Notes 

Airbus A321-200 
 N661NK

  

					
	 Payment Date
	  	Percentage of Original
Principal Amount to be
Paid	 
	 At Issuance
	  	 	0.00000000	% 
	 April 1, 2017
	  	 	1.83297536	% 
	 October 1, 2017
	  	 	3.86230327	% 
	 April 1, 2018
	  	 	3.84849438	% 
	 October 1, 2018
	  	 	3.83462899	% 
	 April 1, 2019
	  	 	3.82070346	% 
	 October 1, 2019
	  	 	3.80671368	% 
	 April 1, 2020
	  	 	3.42493812	% 
	 October 1, 2020
	  	 	2.51772986	% 
	 April 1, 2021
	  	 	2.51683684	% 
	 October 1, 2021
	  	 	2.51589584	% 
	 April 1, 2022
	  	 	2.51490339	% 
	 October 1, 2022
	  	 	2.51385567	% 
	 April 1, 2023
	  	 	2.51274850	% 
	 October 1, 2023
	  	 	2.51157724	% 
	 April 1, 2024
	  	 	2.51033692	% 
	 October 1, 2024
	  	 	2.50902196	% 
	 April 1, 2025
	  	 	2.50762626	% 
	 October 1, 2025
	  	 	2.50614305	% 
	 April 1, 2026
	  	 	2.50456493	% 
	 October 1, 2026
	  	 	2.50288350	% 
	 April 1, 2027
	  	 	2.50108969	% 
	 October 1, 2027
	  	 	2.49917313	% 
	 April 1, 2028
	  	 	37.92485596	% 


  
 Note Purchase
Agreement 
 (Spirit 2015-1 EETC) 


  
 Sch. III-35 








 Series B Equipment Notes 

Airbus A321-200 
 N661NK

  

					
	 Payment Date
	  	Percentage of Original
Principal Amount to be
Paid	 
	 At Issuance
	  	 	0.00000000	% 
	 April 1, 2017
	  	 	3.13705926	% 
	 October 1, 2017
	  	 	7.91963598	% 
	 April 1, 2018
	  	 	7.90921723	% 
	 October 1, 2018
	  	 	4.06892582	% 
	 April 1, 2019
	  	 	4.06060407	% 
	 October 1, 2019
	  	 	4.05219979	% 
	 April 1, 2020
	  	 	3.84961780	% 
	 October 1, 2020
	  	 	3.84770628	% 
	 April 1, 2021
	  	 	3.84569382	% 
	 October 1, 2021
	  	 	3.84357352	% 
	 April 1, 2022
	  	 	3.84133718	% 
	 October 1, 2022
	  	 	3.83897618	% 
	 April 1, 2023
	  	 	3.83648131	% 
	 October 1, 2023
	  	 	3.83384193	% 
	 April 1, 2024
	  	 	38.11512981	% 
	 October 1, 2024
	  	 	0.00000000	% 
	 April 1, 2025
	  	 	0.00000000	% 
	 October 1, 2025
	  	 	0.00000000	% 
	 April 1, 2026
	  	 	0.00000000	% 
	 October 1, 2026
	  	 	0.00000000	% 
	 April 1, 2027
	  	 	0.00000000	% 
	 October 1, 2027
	  	 	0.00000000	% 
	 April 1, 2028
	  	 	0.00000000	% 


  
 Note Purchase
Agreement 
 (Spirit 2015-1 EETC) 


  
 Sch. III-36 








 Series A Equipment Notes 

Airbus A321-200 
 N662NK

  

					
	 Payment Date
	  	Percentage of Original
Principal Amount to be
Paid	 
	 At Issuance
	  	 	0.00000000	% 
	 April 1, 2017
	  	 	1.77025487	% 
	 October 1, 2017
	  	 	3.80948278	% 
	 April 1, 2018
	  	 	3.79762544	% 
	 October 1, 2018
	  	 	3.78571142	% 
	 April 1, 2019
	  	 	3.77373699	% 
	 October 1, 2019
	  	 	3.76169813	% 
	 April 1, 2020
	  	 	3.43826209	% 
	 October 1, 2020
	  	 	2.52752454	% 
	 April 1, 2021
	  	 	2.52662804	% 
	 October 1, 2021
	  	 	2.52568338	% 
	 April 1, 2022
	  	 	2.52468707	% 
	 October 1, 2022
	  	 	2.52363527	% 
	 April 1, 2023
	  	 	2.52252379	% 
	 October 1, 2023
	  	 	2.52134798	% 
	 April 1, 2024
	  	 	2.52010283	% 
	 October 1, 2024
	  	 	2.51878276	% 
	 April 1, 2025
	  	 	2.51738163	% 
	 October 1, 2025
	  	 	2.51589264	% 
	 April 1, 2026
	  	 	2.51430839	% 
	 October 1, 2026
	  	 	2.51262042	% 
	 April 1, 2027
	  	 	2.51081963	% 
	 October 1, 2027
	  	 	2.50889562	% 
	 April 1, 2028
	  	 	38.07239429	% 


  
 Note Purchase
Agreement 
 (Spirit 2015-1 EETC) 


  
 Sch. III-37 








 Series B Equipment Notes 

Airbus A321-200 
 N662NK

  

					
	 Payment Date
	  	Percentage of Original
Principal Amount to be
Paid	 
	 At Issuance
	  	 	0.00000000	% 
	 April 1, 2017
	  	 	3.10668763	% 
	 October 1, 2017
	  	 	7.90012319	% 
	 April 1, 2018
	  	 	7.89073950	% 
	 October 1, 2018
	  	 	4.04363369	% 
	 April 1, 2019
	  	 	4.03635130	% 
	 October 1, 2019
	  	 	4.02898621	% 
	 April 1, 2020
	  	 	3.85750803	% 
	 October 1, 2020
	  	 	3.85559259	% 
	 April 1, 2021
	  	 	3.85357600	% 
	 October 1, 2021
	  	 	3.85145136	% 
	 April 1, 2022
	  	 	3.84921043	% 
	 October 1, 2022
	  	 	3.84684459	% 
	 April 1, 2023
	  	 	3.84434461	% 
	 October 1, 2023
	  	 	3.84169982	% 
	 April 1, 2024
	  	 	38.19325104	% 
	 October 1, 2024
	  	 	0.00000000	% 
	 April 1, 2025
	  	 	0.00000000	% 
	 October 1, 2025
	  	 	0.00000000	% 
	 April 1, 2026
	  	 	0.00000000	% 
	 October 1, 2026
	  	 	0.00000000	% 
	 April 1, 2027
	  	 	0.00000000	% 
	 October 1, 2027
	  	 	0.00000000	% 
	 April 1, 2028
	  	 	0.00000000	% 


  
 Note Purchase
Agreement 
 (Spirit 2015-1 EETC) 


  
 Sch. III-38 








 Series A Equipment Notes 

Airbus A321-200 
 N663NK

  

					
	 Payment Date
	  	Percentage of Original
Principal Amount to be
Paid	 
	 At Issuance
	  	 	0.00000000	% 
	 April 1, 2017
	  	 	1.61981257	% 
	 October 1, 2017
	  	 	3.68012191	% 
	 April 1, 2018
	  	 	3.67330751	% 
	 October 1, 2018
	  	 	3.66648402	% 
	 April 1, 2019
	  	 	3.65965092	% 
	 October 1, 2019
	  	 	3.65280751	% 
	 April 1, 2020
	  	 	3.44836460	% 
	 October 1, 2020
	  	 	2.52977954	% 
	 April 1, 2021
	  	 	2.52963645	% 
	 October 1, 2021
	  	 	2.52948568	% 
	 April 1, 2022
	  	 	2.52932663	% 
	 October 1, 2022
	  	 	2.52915876	% 
	 April 1, 2023
	  	 	2.52898135	% 
	 October 1, 2023
	  	 	2.52879367	% 
	 April 1, 2024
	  	 	2.52859493	% 
	 October 1, 2024
	  	 	2.52838419	% 
	 April 1, 2025
	  	 	2.52816057	% 
	 October 1, 2025
	  	 	2.52792293	% 
	 April 1, 2026
	  	 	2.52767003	% 
	 October 1, 2026
	  	 	2.52740061	% 
	 April 1, 2027
	  	 	2.52711317	% 
	 October 1, 2027
	  	 	2.52680609	% 
	 April 1, 2028
	  	 	38.67223636	% 


  
 Note Purchase
Agreement 
 (Spirit 2015-1 EETC) 


  
 Sch. III-39 








 Series B Equipment Notes 

Airbus A321-200 
 N663NK

  

					
	 Payment Date
	  	Percentage of Original
Principal Amount to be
Paid	 
	 At Issuance
	  	 	0.00000000	% 
	 April 1, 2017
	  	 	3.02237856	% 
	 October 1, 2017
	  	 	7.84074658	% 
	 April 1, 2018
	  	 	7.83667065	% 
	 October 1, 2018
	  	 	3.97536113	% 
	 April 1, 2019
	  	 	3.97161950	% 
	 October 1, 2019
	  	 	3.96786467	% 
	 April 1, 2020
	  	 	3.86038057	% 
	 October 1, 2020
	  	 	3.86007579	% 
	 April 1, 2021
	  	 	3.85975498	% 
	 October 1, 2021
	  	 	3.85941727	% 
	 April 1, 2022
	  	 	3.85906082	% 
	 October 1, 2022
	  	 	3.85868464	% 
	 April 1, 2023
	  	 	3.85828703	% 
	 October 1, 2023
	  	 	3.85786642	% 
	 April 1, 2024
	  	 	38.51183139	% 
	 October 1, 2024
	  	 	0.00000000	% 
	 April 1, 2025
	  	 	0.00000000	% 
	 October 1, 2025
	  	 	0.00000000	% 
	 April 1, 2026
	  	 	0.00000000	% 
	 October 1, 2026
	  	 	0.00000000	% 
	 April 1, 2027
	  	 	0.00000000	% 
	 October 1, 2027
	  	 	0.00000000	% 
	 April 1, 2028
	  	 	0.00000000	% 


  
 Note Purchase
Agreement 
 (Spirit 2015-1 EETC) 


  
 Sch. III-40 








 Series A Equipment Notes 

Airbus A321-200 
 N664NK

  

					
	 Payment Date
	  	Percentage of Original
Principal Amount to be
Paid	 
	 At Issuance
	  	 	0.00000000	% 
	 April 1, 2017
	  	 	1.55558965	% 
	 October 1, 2017
	  	 	3.62600691	% 
	 April 1, 2018
	  	 	3.62116376	% 
	 October 1, 2018
	  	 	3.61631149	% 
	 April 1, 2019
	  	 	3.61144958	% 
	 October 1, 2019
	  	 	3.60657731	% 
	 April 1, 2020
	  	 	3.46193811	% 
	 October 1, 2020
	  	 	2.53973731	% 
	 April 1, 2021
	  	 	2.53959365	% 
	 October 1, 2021
	  	 	2.53944229	% 
	 April 1, 2022
	  	 	2.53928261	% 
	 October 1, 2022
	  	 	2.53911408	% 
	 April 1, 2023
	  	 	2.53893597	% 
	 October 1, 2023
	  	 	2.53874755	% 
	 April 1, 2024
	  	 	2.53854803	% 
	 October 1, 2024
	  	 	2.53833646	% 
	 April 1, 2025
	  	 	2.53811197	% 
	 October 1, 2025
	  	 	2.53787339	% 
	 April 1, 2026
	  	 	2.53761950	% 
	 October 1, 2026
	  	 	2.53734901	% 
	 April 1, 2027
	  	 	2.53706044	% 
	 October 1, 2027
	  	 	2.53675215	% 
	 April 1, 2028
	  	 	38.82445877	% 


  
 Note Purchase
Agreement 
 (Spirit 2015-1 EETC) 


  
 Sch. III-41 








 Series B Equipment Notes 

Airbus A321-200 
 N664NK

  

					
	 Payment Date
	  	Percentage of Original
Principal Amount to be
Paid	 
	 At Issuance
	  	 	0.00000000	% 
	 April 1, 2017
	  	 	2.99162295	% 
	 October 1, 2017
	  	 	7.82097452	% 
	 April 1, 2018
	  	 	7.81793726	% 
	 October 1, 2018
	  	 	3.94971138	% 
	 April 1, 2019
	  	 	3.94700883	% 
	 October 1, 2019
	  	 	3.94429319	% 
	 April 1, 2020
	  	 	3.86834181	% 
	 October 1, 2020
	  	 	3.86803640	% 
	 April 1, 2021
	  	 	3.86771492	% 
	 October 1, 2021
	  	 	3.86737652	% 
	 April 1, 2022
	  	 	3.86701934	% 
	 October 1, 2022
	  	 	3.86664238	% 
	 April 1, 2023
	  	 	3.86624395	% 
	 October 1, 2023
	  	 	3.86582247	% 
	 April 1, 2024
	  	 	38.59125408	% 
	 October 1, 2024
	  	 	0.00000000	% 
	 April 1, 2025
	  	 	0.00000000	% 
	 October 1, 2025
	  	 	0.00000000	% 
	 April 1, 2026
	  	 	0.00000000	% 
	 October 1, 2026
	  	 	0.00000000	% 
	 April 1, 2027
	  	 	0.00000000	% 
	 October 1, 2027
	  	 	0.00000000	% 
	 April 1, 2028
	  	 	0.00000000	% 


  
 Note Purchase
Agreement 
 (Spirit 2015-1 EETC) 


  
 Sch. III-42 








 Series A Equipment Notes 

Airbus A321-200 
 N665NK

  

					
	 Payment Date
	  	Percentage of Original
Principal Amount to be
Paid	 
	 At Issuance
	  	 	0.00000000	% 
	 April 1, 2017
	  	 	1.55558965	% 
	 October 1, 2017
	  	 	3.62600691	% 
	 April 1, 2018
	  	 	3.62116376	% 
	 October 1, 2018
	  	 	3.61631149	% 
	 April 1, 2019
	  	 	3.61144958	% 
	 October 1, 2019
	  	 	3.60657731	% 
	 April 1, 2020
	  	 	3.46193811	% 
	 October 1, 2020
	  	 	2.53973731	% 
	 April 1, 2021
	  	 	2.53959365	% 
	 October 1, 2021
	  	 	2.53944229	% 
	 April 1, 2022
	  	 	2.53928261	% 
	 October 1, 2022
	  	 	2.53911408	% 
	 April 1, 2023
	  	 	2.53893597	% 
	 October 1, 2023
	  	 	2.53874755	% 
	 April 1, 2024
	  	 	2.53854803	% 
	 October 1, 2024
	  	 	2.53833646	% 
	 April 1, 2025
	  	 	2.53811197	% 
	 October 1, 2025
	  	 	2.53787339	% 
	 April 1, 2026
	  	 	2.53761950	% 
	 October 1, 2026
	  	 	2.53734901	% 
	 April 1, 2027
	  	 	2.53706044	% 
	 October 1, 2027
	  	 	2.53675215	% 
	 April 1, 2028
	  	 	38.82445877	% 


  
 Note Purchase
Agreement 
 (Spirit 2015-1 EETC) 


  
 Sch. III-43 








 Series B Equipment Notes 

Airbus A321-200 
 N665NK

  

					
	 Payment Date
	  	Percentage of Original
Principal Amount to be
Paid	 
	 At Issuance
	  	 	0.00000000	% 
	 April 1, 2017
	  	 	2.99162295	% 
	 October 1, 2017
	  	 	7.82097452	% 
	 April 1, 2018
	  	 	7.81793726	% 
	 October 1, 2018
	  	 	3.94971138	% 
	 April 1, 2019
	  	 	3.94700883	% 
	 October 1, 2019
	  	 	3.94429319	% 
	 April 1, 2020
	  	 	3.86834181	% 
	 October 1, 2020
	  	 	3.86803640	% 
	 April 1, 2021
	  	 	3.86771492	% 
	 October 1, 2021
	  	 	3.86737652	% 
	 April 1, 2022
	  	 	3.86701934	% 
	 October 1, 2022
	  	 	3.86664238	% 
	 April 1, 2023
	  	 	3.86624395	% 
	 October 1, 2023
	  	 	3.86582247	% 
	 April 1, 2024
	  	 	38.59125408	% 
	 October 1, 2024
	  	 	0.00000000	% 
	 April 1, 2025
	  	 	0.00000000	% 
	 October 1, 2025
	  	 	0.00000000	% 
	 April 1, 2026
	  	 	0.00000000	% 
	 October 1, 2026
	  	 	0.00000000	% 
	 April 1, 2027
	  	 	0.00000000	% 
	 October 1, 2027
	  	 	0.00000000	% 
	 April 1, 2028
	  	 	0.00000000	% 


  
 Note Purchase
Agreement 
 (Spirit 2015-1 EETC) 


  
 Sch. III-44 








 Series A Equipment Notes 

Airbus A321-200 
 N667NK

  

					
	 Payment Date
	  	Percentage of Original
Principal Amount to be
Paid	 
	 At Issuance
	  	 	0.00000000	% 
	 April 1, 2017
	  	 	1.49085911	% 
	 October 1, 2017
	  	 	3.57146420	% 
	 April 1, 2018
	  	 	3.56860790	% 
	 October 1, 2018
	  	 	3.56574240	% 
	 April 1, 2019
	  	 	3.56286729	% 
	 October 1, 2019
	  	 	3.55998172	% 
	 April 1, 2020
	  	 	3.47561894	% 
	 October 1, 2020
	  	 	2.54977378	% 
	 April 1, 2021
	  	 	2.54962953	% 
	 October 1, 2021
	  	 	2.54947758	% 
	 April 1, 2022
	  	 	2.54931731	% 
	 October 1, 2022
	  	 	2.54914808	% 
	 April 1, 2023
	  	 	2.54896927	% 
	 October 1, 2023
	  	 	2.54878011	% 
	 April 1, 2024
	  	 	2.54857978	% 
	 October 1, 2024
	  	 	2.54836744	% 
	 April 1, 2025
	  	 	2.54814199	% 
	 October 1, 2025
	  	 	2.54790248	% 
	 April 1, 2026
	  	 	2.54764760	% 
	 October 1, 2026
	  	 	2.54737605	% 
	 April 1, 2027
	  	 	2.54708633	% 
	 October 1, 2027
	  	 	2.54677683	% 
	 April 1, 2028
	  	 	38.97788428	% 


  
 Note Purchase
Agreement 
 (Spirit 2015-1 EETC) 


  
 Sch. III-45 








 Series B Equipment Notes 

Airbus A321-200 
 N667NK

  

					
	 Payment Date
	  	Percentage of Original
Principal Amount to be
Paid	 
	 At Issuance
	  	 	0.00000000	% 
	 April 1, 2017
	  	 	2.96074034	% 
	 October 1, 2017
	  	 	7.80112094	% 
	 April 1, 2018
	  	 	7.79912621	% 
	 October 1, 2018
	  	 	3.92395574	% 
	 April 1, 2019
	  	 	3.92229633	% 
	 October 1, 2019
	  	 	3.92062428	% 
	 April 1, 2020
	  	 	3.87633578	% 
	 October 1, 2020
	  	 	3.87602986	% 
	 April 1, 2021
	  	 	3.87570803	% 
	 October 1, 2021
	  	 	3.87536859	% 
	 April 1, 2022
	  	 	3.87501069	% 
	 October 1, 2022
	  	 	3.87463305	% 
	 April 1, 2023
	  	 	3.87423368	% 
	 October 1, 2023
	  	 	3.87381144	% 
	 April 1, 2024
	  	 	38.67100505	% 
	 October 1, 2024
	  	 	0.00000000	% 
	 April 1, 2025
	  	 	0.00000000	% 
	 October 1, 2025
	  	 	0.00000000	% 
	 April 1, 2026
	  	 	0.00000000	% 
	 October 1, 2026
	  	 	0.00000000	% 
	 April 1, 2027
	  	 	0.00000000	% 
	 October 1, 2027
	  	 	0.00000000	% 
	 April 1, 2028
	  	 	0.00000000	% 


  
 Note Purchase
Agreement 
 (Spirit 2015-1 EETC) 


  
 Sch. III-46 








 Indenture for Each Aircraft 

Debt Rate (as such term is defined in clause (i) of the definition of “Debt Rate” in the form of Indenture and Security Agreement included as
Exhibit C to the Note Purchase Agreement (as such form may be amended, supplemented or otherwise modified from time to time in accordance with the terms of the Note Purchase Agreement, the “Indenture Form”))
(x) for Series A (computed on the basis of a 360-day year consisting of twelve 30-day months, payable semi-annually in arrears): 4.100% and (y) for Series B (computed on the basis of a 360-day year consisting of twelve 30-day
months, payable semi-annually in arrears): 4.450%. 
  

					
	Past Due Rate:	  	The lesser of (a) with respect to (i) any payment made to a Noteholder (as such term is defined in the Indenture Form) under any Series of Equipment Notes relating to the applicable Aircraft, the Debt Rate
then applicable to such Series plus 1% and (ii) any other payment made under any Operative Document (as such term is defined in the Indenture Form) to any other Person, the Debt Rate (as such term is defined in clause (ii) of the definition
of “Debt Rate” in the Indenture Form) plus 1% (computed on the basis of a year of 360 days comprised of twelve 30-day months) and (b) the maximum rate permitted by applicable law.
		
	Payment Dates:	  	April 1 and October 1 commencing with the first such date occurring after the date of issuance of the Equipment Notes relating to such Aircraft.
		
	Make-Whole Amount:	  	As provided in Article II of the Indenture Form.
		
	Redemption:	  	As provided in Article II of the Indenture Form.
		
	All-risk hull insurance:	  	Not less than 110% of the unpaid principal amount of the Equipment Notes relating to such Aircraft, subject to the Company’s right to self-insure on terms no more favorable to the Company in any material respect
than those set forth in Section 7.06 of the Indenture Form.

 Participation Agreement for Each Aircraft 

The applicable Loan Trustee, the Subordination Agent, the Liquidity Providers, the Pass Through Trustees and the Escrow Agent shall be indemnified against
Claims (as such term is defined in the Participation Agreement Form referred to below) to the extent set forth in Section 4.02 of the form of the Participation Agreement included as Exhibit B to this Note Purchase Agreement (as
such form may be amended, supplemented or otherwise modified from time to time in accordance with the terms of the Note Purchase Agreement, the “Participation Agreement Form”). 

  
 Note Purchase
Agreement 
 (Spirit 2015-1 EETC) 


  
 Sch. III-47 








 Prohibited Modifications 
  

	1.	The parties may not modify in any material adverse respect the Granting Clause of the Indenture Form so as to deprive the Noteholders or the Related Noteholders (as defined in the Indenture Form) of a first priority
security interest in and mortgage lien on the Aircraft (as defined in the Indenture Form) or, to the extent assigned thereunder, the Warranty Rights (as defined in the Indenture Form) or to eliminate any of the obligations intended to be secured
thereby, or otherwise modify in any material adverse respect as regards the interests of the Noteholders, the Subordination Agent, the Liquidity Providers or the Loan Trustee (as defined in the Indenture Form) the provisions of Article II or
Article III, or Sections 7.05(a) or 7.05(b) (insofar as such Sections relate to conditions to “Airframe” and “Engine” replacements), or Sections 4.01, 4.02, 5.02, 9.02,
10.04, 10.11, 10.12 or 10.15 of the Indenture Form or the provisions of the proviso to the second full sentence of Section 7.02(e) of the Indenture Form as regards the rights of the Loan Trustee (as defined in
the Indenture Form) thereunder or the definition of “Make-Whole Amount” in Annex A to the Indenture Form. 

  

	2.	The parties may not modify in any material adverse respect as regards the interests of the Noteholders, the Subordination Agent, the Liquidity Providers or the Loan Trustee (as defined in the Participation Agreement
Form) the provisions of Sections 3.01(d), 3.01(f)(i), 3.01(r), 4.01(g), 4.01(h), 6.01(e), 6.01(f), 6.02(b), 6.02(c), 6.02(f), 7.03, 7.08 or 7.12 of the
Participation Agreement Form, or the first sentence of Section 6.02(c) of the Participation Agreement Form, or the provisions of Sections 3.01(g), (h) or (i) of the Participation Agreement Form so as to
eliminate the requirement to deliver to the Noteholders or the Loan Trustee (as defined in the Participation Agreement Form), as the case may be, the legal opinions to be provided to such Persons thereunder (recognizing that the lawyers rendering
such opinions may be changed) or otherwise modify the terms of the Participation Agreement Form to deprive the Pass Through Trustees, the Subordination Agent, the Liquidity Providers or the Loan Trustee (as defined in the Participation Agreement
Form) of any indemnity, or right of reimbursement, for Claims in its favor. 

  

	3.	 Nothing in the two immediately preceding paragraphs shall prohibit any modification of the Indenture Form or the Participation Agreement Form to give
effect to (a) the adjustment to original principal amount and amortization schedule for any Early Delivery Aircraft financed on or after October 1, 2016, as contemplated by the Note Purchase Agreement, (b) the redemption of any Series
B Equipment Notes (or any series of Additional Series Equipment Notes) with respect to all of the Aircraft for which Series B Equipment Notes (or such series of Additional Series Equipment Notes) are at the time outstanding and issuance, with
respect to any or all of the Aircraft, of new Equipment Notes with the same series designation as, but with terms that may be the same as or different from those of, the redeemed Equipment Notes, (c) the issuance of one or more series of
Additional Series Equipment Notes with respect to any or all of the Aircraft, or (d) following the payment in full of Series B Equipment Notes (or any series of Additional Series Equipment Notes) with respect to all of the Aircraft for which
Series B 



  
 Note Purchase
Agreement 
 (Spirit 2015-1 EETC) 


  
 Sch. III-48 









	 	
Equipment Notes (or such series of Additional Series Equipment Notes) are at the time outstanding, the issuance, with respect to any or all of the Aircraft, of new Equipment Notes with the same
series designation as, but with terms that may be the same as or different from those of, such Equipment Notes that have been paid in full, or the issuance of pass through certificates by any pass through trust that acquires any such new Series B
Equipment Notes or Additional Series Equipment Notes or new Additional Series Equipment Notes, as applicable, or to provide for any credit support for any pass through certificates relating to any such new Series B Equipment Notes or Additional
Series Equipment Notes or new Additional Series Equipment Notes, as applicable, in each case, as provided in Section 4(a)(v) of the Note Purchase Agreement. 


  
 Note Purchase
Agreement 
 (Spirit 2015-1 EETC) 


  
 Sch. III-49 








 ANNEX A to 

NOTE PURCHASE AGREEMENT 

DEFINITIONS 

(a) Certain Rules of Construction. Unless the context otherwise requires, the following rules of construction shall
apply for all purposes of the Note Purchase Agreement (including this Annex A). 
 (i) Singular and Plural. The
definitions stated in this Annex A apply equally to both the singular and the plural forms of the terms defined. 

(ii) References to Parts. All references in the Note Purchase Agreement to designated “Sections”,
“Subsections”, “Schedules”, “Exhibits”, “Annexes” and other subdivisions are to the designated Section, Subsection, Schedule, Exhibit, Annex or other subdivision of the Note Purchase Agreement, unless
otherwise specifically stated. 
 (iii) Reference to the Whole. The words “herein”, “hereof” and
“hereunder” and other words of similar import refer to the Note Purchase Agreement as a whole and not to any particular Section, Subsection, Schedule, Exhibit, Annex or other subdivision. 

(iv) Reference to Government. All references in the Note Purchase Agreement to a “government” are to such
government and any instrumentality or agency thereof. 
 (v) Including Without Limitation. Unless the context
otherwise requires, whenever the words “including”, “include” or “includes” are used herein, they shall be deemed to be followed by the phrase “without limitation”. 

(vi) Notice and Notify. Whenever the words “notice” or “notify” or similar words are used herein,
they mean the provision of formal notice as set forth in Section 6 of the Note Purchase Agreement. 
 (vii)
Reference to Persons. All references in the Note Purchase Agreement to a Person shall include successors and permitted assigns of such Person. 

  
 Annex A to 

Note Purchase Agreement 
 (Spirit
2015-1 EETC) 


  
 A-1 








 (b) Definitions. 

“Additional Series Equipment Notes” means Equipment Notes of each series issued under an Indenture and designated other than
as “Series A” or “Series B” issued thereunder, if any, in the principal amount and maturities and bearing interest as specified in Schedule I to such Indenture amended at the time of original issuance of such Additional Series
Equipment Notes under the heading for such series. 
 “Additional Series Pass Through Certificates” means the pass through
certificates, if any, issued pursuant to any Additional Series Pass Through Trust Agreement. 
 “Additional Series Pass Through
Trust” means a grantor trust, if any, created to facilitate the issuance and sale of pass through certificates in connection with the issuance of any Additional Series Equipment Notes. 

“Additional Series Pass Through Trust Agreement” means a Trust Supplement entered into in connection with the creation of an
Additional Series Pass Through Trust, together with the Basic Pass Through Trust Agreement, as the same may be amended, supplemented or otherwise modified from time to time in accordance with its terms. 

“Additional Series Pass Through Trustee” means, with respect to any Additional Series Pass Through Trust, the trustee under
the Additional Series Pass Through Trust Agreement for such Additional Series Pass Through Trust, in its capacity as pass through trustee thereunder. 

“Aircraft” has the meaning set forth in the third recital to the Note Purchase Agreement. 

“Aircraft Purchase Agreement” means the A320 Family Purchase Agreement, dated May 5, 2004, between the Manufacturer and
the Company, as the same may be amended, supplemented or otherwise modified from time to time in accordance with its terms. 

“Amortization Withdrawal”, with respect to each Class of Certificates, has the meaning set forth in
Section 2.3(b) of the related Deposit Agreement. 

  
 Annex A to 

Note Purchase Agreement 
 (Spirit
2015-1 EETC) 


  
 A-2 








 “Bankruptcy Code” means the United States Bankruptcy Code, 11 United States Code
§§101 et seq., as amended from time to time, or any successor statutes thereto. 
 “Basic Pass Through Trust
Agreement” means that certain Pass Through Trust Agreement, dated as of August 11, 2015, between the Company and WTNA, as the same may be amended, supplemented or otherwise modified from time to time in accordance with its terms (but
does not include any Trust Supplement). 
 “Business Day” means any day other than a Saturday, a Sunday or a day on which
commercial banks are required or authorized to close in New York, New York, Miramar, Florida, Wilmington, Delaware or, if different from the foregoing, the city and state in which any Loan Trustee, any Pass Through Trustee or the Subordination Agent
maintains its Corporate Trust Office or receives and disburses funds. 
 “Certificated Air Carrier” means an air carrier
holding an air carrier operating certificate issued by the Secretary of Transportation pursuant to Chapter 447 of Title 49 of the United States Code for aircraft capable of carrying ten or more individuals or 6,000 pounds or more of cargo or that
otherwise is certified or registered to the extent required to fall within the purview of Section 1110. 

“Certificates” has the meaning set forth in the fourth recital to the Note Purchase Agreement. 

“Citizen of the United States” has the meaning specified for such term in Section 40102(a)(15) of Title 49 of the United
States Code or any similar legislation of the United States enacted in substitution or replacement therefor. 
 “Class”
means the class of Certificates issued by a Pass Through Trust. 
 “Class A Certificates” means the Certificates issued by
the Class A Pass Through Trust. 
 “Class A Liquidity Facility” has the meaning set forth in the Intercreditor
Agreement. 

  
 Annex A to 

Note Purchase Agreement 
 (Spirit
2015-1 EETC) 


  
 A-3 








 “Class A Liquidity Provider” has the meaning set forth in the Intercreditor
Agreement. 
 “Class A Pass Through Trust” has the meaning set forth in the fourth recital to the Note Purchase Agreement.

 “Class A Pass Through Trustee” has the meaning set forth in the fifth recital to the Note Purchase Agreement. 

“Class B Certificates” means the Certificates issued by the Class B Pass Through Trust. 

“Class B Liquidity Facility” has the meaning set forth in the Intercreditor Agreement. 

“Class B Liquidity Provider” has the meaning set forth in the Intercreditor Agreement. 

“Class B Pass Through Trust” has the meaning set forth in the fourth recital to the Note Purchase Agreement. 

“Class B Pass Through Trustee” has the meaning set forth in the fifth recital to the Note Purchase Agreement. 

“Company” has the meaning set forth in the first paragraph of the Note Purchase Agreement. 

“Corporate Trust Office” has the meaning set forth in Section 1.01 of the Intercreditor Agreement. 

“Cut-Off Date” means the earlier of: 

(a) the day after the Delivery Period Termination Date; and 

(b) the date on which a Triggering Event occurs. 

  
 Annex A to 

Note Purchase Agreement 
 (Spirit
2015-1 EETC) 


  
 A-4 








 “Delivery Period Termination Date” means the earlier of: 

(a) March 31, 2017; and 

(b) the date on which Equipment Notes issued with respect to all of the Aircraft have been purchased by the Pass Through
Trustees in accordance with the Note Purchase Agreement. 
 “Deposit Agreements” has the meaning set forth in the sixth
recital to the Note Purchase Agreement, subject to Section 5(f) of the Note Purchase Agreement. 
 “Depositary”
means, subject to Section 5(f) of the Note Purchase Agreement, Natixis, acting via its New York Branch. 
 “Depositary
Threshold Rating” has the meaning set forth in Section 5(a) of the Note Purchase Agreement. 

“Deposits” has the meaning set forth in the sixth recital to the Note Purchase Agreement. 

“Early Delivery Aircraft” has the meaning set forth in the second recital to the Note Purchase Agreement. 

“Eligible Aircraft” has the meaning set forth in the second recital to the Note Purchase Agreement. 

“Equipment Notes” means and includes any equipment notes issued under any Indenture in the form specified in
Section 2.01 thereof (as such form may be varied pursuant to the terms of the Note Purchase Agreement and of such Indenture) and any Equipment Note issued under any such Indenture in exchange for or replacement of any other Equipment
Note. 
 “Escrow Agent” has the meaning set forth in the first paragraph of the Note Purchase Agreement. 

  
 Annex A to 

Note Purchase Agreement 
 (Spirit
2015-1 EETC) 


  
 A-5 








 “Escrow Agent Agreements” has the meaning set forth in
Section 3(e)(i) of the Note Purchase Agreement. 
 “Escrow and Paying Agent Agreements” has the meaning set
forth in the sixth recital to the Note Purchase Agreement. 
 “FAA” means the United States Federal Aviation Administration
and any agency or instrumentality of the United States government succeeding to its functions. 
 “Financing Agreements”
means, collectively, with respect to any Aircraft, the Participation Agreement, the Indenture and the Equipment Notes issued under such Indenture, in each case relating to such Aircraft. 

“Fitch” means Fitch Ratings, Inc. 

“Funding Date” has the meaning set forth in Section 1(b) of the Note Purchase Agreement. 

“Funding Notice” has the meaning set forth in Section 1(b) of the Note Purchase Agreement. 

“Government Entity” means (a) any federal, state, provincial or similar government, and any body, board,
department, commission, court, tribunal, authority, agency or other instrumentality of any such government or otherwise exercising any executive, legislative, judicial, administrative or regulatory functions of such government or (b) any
other government entity having jurisdiction over any matter contemplated by the Operative Agreements or relating to the observance or performance of the obligations of any of the parties to the Operative Agreements. 

“holder”, with respect to any Certificate, means the Person in whose name such Certificate is registered in the Register.

 “Indenture” means with respect to an Aircraft, an indenture and security agreement substantially in the form of the
Indenture Form to which such Aircraft shall have been subjected, as such agreement may be amended, supplemented or otherwise modified from time to time. 

  
 Annex A to 

Note Purchase Agreement 
 (Spirit
2015-1 EETC) 


  
 A-6 








 “Indenture Form” has the meaning set forth on Schedule III to the Note
Purchase Agreement. 
 “Initial Deposits” has the meaning set forth in the sixth recital to the Note Purchase Agreement.

 “Intercreditor Agreement” means that certain Intercreditor Agreement, dated as of the Issuance Date, among the Pass
Through Trustees, the Liquidity Providers and the Subordination Agent, as the same may be amended, supplemented or otherwise modified from time to time in accordance with its terms; provided that for purposes of any obligations of the
Company, no amendment, modification or supplement to, or substitution or replacement of, such Intercreditor Agreement shall be effective unless consented to by the Company. 

“Issuance Date” means the date of the original issuance of the Certificates. 

“Liquidity Facilities” means, collectively, the Class A Liquidity Facility and the Class B Liquidity Facility. 

“Liquidity Providers” means, collectively, the Class A Liquidity Provider and the Class B Liquidity Provider. 

“Loan Trustee” means, with respect to any Aircraft, the “Loan Trustee” as defined in the Financing Agreements in
respect of such Aircraft. 
 “Long-Term Rating” means, for any entity, (a) in the case of Standard &
Poor’s, the long-term issuer credit rating of such entity, and (b) in the case of Fitch, the long-term issuer default rating of such entity. 

“Manufacturer” means Airbus S.A.S. (legal successor of AVSA, S.A.R.L), a Société par Actions Simplifiée
created and existing under French law and its successors and assigns. 
 “Note Purchase Agreement” means the Note Purchase
Agreement to which this Annex A is attached, as such agreement may be amended, supplemented or otherwise modified from time to time. 

  
 Annex A to 

Note Purchase Agreement 
 (Spirit
2015-1 EETC) 


  
 A-7 








 “Notice of Purchase Withdrawal” with respect to each Deposit Agreement, has the
meaning set forth in Section 2.3(a) of such Deposit Agreement. 
 “Operative Agreements” means, collectively,
each Pass Through Trust Agreement, the Note Purchase Agreement, each Escrow and Paying Agent Agreement, each Deposit Agreement, each Liquidity Facility, the Intercreditor Agreement, the Certificates and, with respect to each Aircraft in respect of
which Equipment Notes shall have been issued, the Financing Agreements. 
 “Participation Agreement” means with respect to
an Aircraft, a participation agreement substantially in the form of the Participation Agreement Form relating to the financing of such Aircraft, as such agreement may be amended, supplemented or otherwise modified from time to time. 

“Participation Agreement Form” has the meaning set forth on Schedule III to the Note Purchase Agreement. 

“Pass Through Trust” has the meaning set forth in the fourth recital to the Note Purchase Agreement. 

“Pass Through Trust Agreement” means each of the two separate Trust Supplements referred to in the fourth recital to the Note
Purchase Agreement, each dated as of the Issuance Date, by and between the Company and the Pass Through Trustee, together in each case with the Basic Pass Through Trust Agreement, as the same may be amended, supplemented or otherwise modified from
time to time in accordance with the terms thereof. 
 “Pass Through Trustee” has the meaning set forth in the first
paragraph of the Note Purchase Agreement. 
 “Paying Agent” has the meaning set forth in the first paragraph of the Note
Purchase Agreement. 
 “Paying Agent Agreements” has the meaning set forth in Section 3(f)(i) of the Note
Purchase Agreement. 

  
 Annex A to 

Note Purchase Agreement 
 (Spirit
2015-1 EETC) 


  
 A-8 








 “Person” means any individual, firm, partnership, joint venture, trust, trustee,
Government Entity, organization, association, corporation, limited liability company, government agency, committee, department, authority and other body, corporate or incorporate, whether having distinct legal status or not, or any member of any of
the same. 
 “Rating Agencies” means, with respect to any Class of Certificates, collectively, at any time, each nationally
recognized rating agency which shall have been requested to rate such Class of Certificates and which shall then be rating such Class of Certificates. The initial Rating Agencies with respect to the Class A Certificates and the Class B
Certificates will be Standard & Poor’s and Fitch. 
 “Rating Agency Confirmation” means, in the case of any
action or event that, pursuant to the express terms of the Note Purchase Agreement, requires a “Rating Agency Confirmation” with respect to any Class of Certificates in connection therewith, a written confirmation from each of the Rating
Agencies then rating such Class of Certificates to the effect that such action or event would not result in (i) a reduction of the rating for such Class of Certificates by such Rating Agency below the then current rating for such Class
of Certificates issued by such Rating Agency (before the downgrading of such rating, if any, as a result of the downgrading of the Depositary below the applicable Depositary Threshold Rating for such Rating Agency, if applicable) or
(ii) a withdrawal or suspension of the rating of such Class of Certificates by such Rating Agency. 

“Register” means the register maintained pursuant to Sections 3.04 and 7.12 of the Basic Pass Through Trust
Agreement with respect to each Pass Through Trust. 
 “Replacement Deposit Agreement” means, for each Class of
Certificates, a deposit agreement substantially in the form of the replaced Deposit Agreement for such Class of Certificates as shall permit the Rating Agencies to issue a Rating Agency Confirmation with respect to such Class of Certificates then
rated by such Rating Agency in connection with the replacement of the Depositary with the Replacement Depositary party to such deposit agreement. 

“Replacement Depositary” has the meaning set forth in Section 5(a) of the Note Purchase Agreement. 

“Required Terms” means the provisions set forth on Schedule III to the Note Purchase Agreement. 

  
 Annex A to 

Note Purchase Agreement 
 (Spirit
2015-1 EETC) 


  
 A-9 








 “Section 1110” means Section 1110 of the Bankruptcy Code or any successor
or analogous Section of the federal bankruptcy law in effect from time to time. 
 “Series A Equipment Notes” means
Equipment Notes issued under an Indenture and designated as “Series A” thereunder. 
 “Series B Equipment Notes”
means Equipment Notes issued under an Indenture and designated as “Series B” thereunder. 
 “Standard &
Poor’s” means Standard & Poor’s Ratings Services, a Standard & Poor’s Financial Services LLC business. 

“Subordination Agent” has the meaning set forth in the first paragraph of the Note Purchase Agreement. 

“Substitute Aircraft” has the meaning set forth in Section 1(h) of the Note Purchase Agreement. 

“Taxes” means all license, recording, documentary, registration and other similar fees and all taxes, levies, imposts,
duties, charges, assessments or withholdings of any nature whatsoever imposed by any Taxing Authority, together with any penalties, additions to tax, fines or interest thereon or additions thereto. 

“Taxing Authority” means any federal, state or local government or other taxing authority in the United States, any foreign
government or any political subdivision or taxing authority thereof, any international taxing authority or any territory or possession of the United States or any taxing authority thereof. 

“Triggering Event” has the meaning assigned to such term in the Intercreditor Agreement. 

“Trust Supplement” means an agreement supplemental to the Basic Pass Through Trust Agreement pursuant to which
(a) a separate trust is created for the benefit of the holders of the pass through certificates of a class, (b) the issuance of the pass through certificates of such class representing fractional undivided interests in such
trust is authorized and (c) the terms of the pass through certificates of such class are established. 

  
 Annex A to 

Note Purchase Agreement 
 (Spirit
2015-1 EETC) 


  
 A-10 








 “Underwriters” has the meaning set forth in the fifth recital to the Note
Purchase Agreement. 
 “Underwriting Agreement” has the meaning set forth in the fifth recital to the Note Purchase
Agreement. 
 “United States” means the United States of America. 

“WTNA” has the meaning set forth in the first paragraph of the Note Purchase Agreement. 

  
 Annex A to 

Note Purchase Agreement 
 (Spirit
2015-1 EETC) 


  
 A-11 








 EXHIBIT A to 

NOTE PURCHASE AGREEMENT 
 FORM
OF FUNDING NOTICE 
 FUNDING NOTICE 

Dated as of [                    ] 

To each of the addressees listed 
 in
Schedule A hereto 
  

	 	Re:	Funding Notice in accordance with Note Purchase Agreement referred to below 

 Ladies and Gentlemen: 

Reference is made to the Note Purchase Agreement, dated as of August 11, 2015, among Spirit Airlines, Inc. (the
“Company”), Wilmington Trust, National Association, as Pass Through Trustee under each of the Pass Through Trust Agreements (as defined therein) (the “Pass Through Trustee”), Wilmington Trust, National Association,
as Subordination Agent (the “Subordination Agent”), Wilmington Trust Company, as Escrow Agent (the “Escrow Agent”), and Wilmington Trust, National Association, as Paying Agent (the “Paying Agent”)
(as in effect from time to time, the “Note Purchase Agreement”). Unless otherwise defined herein, capitalized terms used herein shall have the meanings set forth in the Note Purchase Agreement or, to the extent not defined therein,
the Intercreditor Agreement. 
 Pursuant to Section 1(b) of the Note Purchase Agreement, the undersigned hereby notifies you, in
respect of the aircraft described in Schedule B hereto (the “Aircraft”), of the following: 
  

	(1)	The Funding Date of the Aircraft shall be [            ] (which date is no more than 90 days after the delivery of the Aircraft to the Company by the
Manufacturer under the Aircraft Purchase Agreement)3; 

  

	3 	To be included in Funding Notices with respect to each Aircraft that is not a Substitute Aircraft. 

  

Note Purchase Agreement 
 (Spirit
2015-1 EETC) 








	(2)	The Equipment Notes to be issued in respect of the Aircraft are described in Schedule C hereto, and the aggregate amount of each series of Equipment Notes to be issued, and purchased by the respective Pass
Through Trustees referred to below, on the Funding Date, in connection with the financing of such Aircraft is as follows: 

  

	 	(a)	the Class A Pass Through Trustee shall purchase Series A Equipment Notes in the amount of $[        ]; and 


 

	 	(b)	the Class B Pass Through Trustee shall purchase Series B Equipment Notes in the amount of $[        ]. 


The Company hereby instructs the Class A Pass Through Trustee to (i) execute a Withdrawal Certificate in the form of Annex
A hereto dated as of [                    ] and attach thereto a Notice of Purchase Withdrawal dated such date completed as set forth on
Exhibit A hereto and (ii) deliver such Withdrawal Certificate and Notice of Purchase Withdrawal to the applicable Escrow Agent. 

The Company hereby instructs the Class B Pass Through Trustee to (i) execute a Withdrawal Certificate in the form of Annex
A hereto dated as of [                    ] and attach thereto a Notice of Purchase Withdrawal dated such date completed as set forth on
Exhibit B hereto and (ii) deliver such Withdrawal Certificate and Notice of Purchase Withdrawal to the applicable Escrow Agent. 

The Company hereby instructs each Pass Through Trustee to (i) purchase Equipment Notes of the related series and in an amount set
forth opposite such Pass Through Trustee in clause (2) above with a portion of the proceeds of the withdrawals of Deposits referred to in the applicable Notice of Purchase Withdrawal referred to above and (ii) re-deposit with the
Depositary the excess, if any, of the amount so withdrawn over the purchase price of such Equipment Notes. 
 The Company hereby
instructs each Pass Through Trustee to (a) enter into the Participation Agreement (N[        ]) dated as of
[                    ] among the Company and Wilmington Trust, National Association, as Loan Trustee, Subordination Agent and each Pass Through
Trustee, substantially in the form previously provided, (b) perform its obligations thereunder and (c) deliver such certificates, documents and legal opinions relating to such Pass Through Trustee as are required thereby.


  
 Note Purchase
Agreement 
 (Spirit 2015-1 EETC) 


  
 -2- 









			
	Yours faithfully,
	
	Spirit Airlines, Inc.
		
	By:	 	  

		 	Name:
		 	Title:


  
 Note Purchase
Agreement 
 (Spirit 2015-1 EETC) 


  
 -3- 








 Schedule A to 

Funding Notice 
 Wilmington Trust, National
Association, as 
 Pass Through Trustee 
 1100
North Market Street 
 Wilmington, Delaware 19890-1605 

Reference: Spirit Airlines 2015-1 EETC 
 Attention: Corporate
Trust Administration – Melinda Romay 
 Telephone: (302) 636-6387 

Facsimile: (302) 636-4140 
 Wilmington Trust, National
Association, as 
 Subordination Agent and Paying Agent 

1100 North Market Street 
 Wilmington, Delaware 19890-1605 

Reference: Spirit Airlines 2015-1 EETC 
 Attention: Corporate
Trust Administration – Melinda Romay 
 Telephone: (302) 636-6387 

Facsimile: (302) 636-4140 
 Wilmington Trust Company, as

 Escrow Agent 
 1100 North Market Street 

Wilmington, Delaware 19890-1605 
 Reference: Spirit Airlines
2015-1 EETC 
 Attention: Corporate Trust Administration – Melinda Romay 

Telephone: (302) 636-6387 
 Facsimile: (302) 636-4140

 Natixis, acting via its New York Branch, as 

Depositary 
 Attention: Aviation Finance Portfolio

 1251 Avenue of the Americas 
 New York, NY 10020 

Telephone: (212) 891-5811 
 Telecopier: (646) 282-2321

 Email: aviationfinanceportfolio@us.natixis.com 

Standard & Poor’s Ratings Services 
 55 Water
Street, 35th Floor 
 New York, New York 10004 
 Attention:
Betsy Snyder 
 Reference: Spirit Airlines 2015-1 EETC 

Telephone: (212) 438-7811 
 Facsimile: (212) 438-7820

  
 Note Purchase Agreement 

(Spirit 2015-1 EETC) 







 Fitch Ratings, Inc. 

One State Street Plaza 
 New York, New York 10004 

Attention: Craig Fraser 
 Reference: Spirit Airlines 2015-1 EETC

 Telephone: 212-908-0310 
 Facsimile: 212-558-2552 

 
 Note Purchase Agreement 

(Spirit 2015-1 EETC) 







 Schedule B to 

Funding Notice 
 Aircraft

 One Airbus [Model] aircraft bearing U.S. Registration Mark              and
manufacturer’s serial number          together with two [Engine Manufacturer and Model] engines bearing manufacturer’s serial numbers          and
        . 
  
 Note Purchase
Agreement 
 (Spirit 2015-1 EETC) 







 Schedule C to 

Funding Notice 
 Equipment
Notes 
  

									
	 Relevant Pass Through Trustee
	  	 Series of Equipment Notes
	  	 Equipment Note No.
	  	Original Principal
Amount4	 
				
	 Class A Pass Through Trustee
	  	 Series 2015-1A-[Reg. No.]
	  	No.     	  	$	            	  
				
	 Class B Pass Through Trustee
	  	 Series 2015-1B-[Reg. No.]
	  	No.     	  	$	            	  

  

	4 	With respect to any Early Delivery Aircraft, amount to be adjusted as set forth in Schedule III to the Note Purchase Agreement. 

  

Note Purchase Agreement 
 (Spirit
2015-1 EETC) 







 Annex A to 

Funding Notice 
 WITHDRAWAL
CERTIFICATE 
 (Class [A][B]) 
 Wilmington Trust
Company, 
 as Escrow Agent 
 1100 North Market Street 

Wilmington, Delaware 19890-1605 
 Reference: Spirit Airlines
2015-1[A][B] EETC 
 Attention: Corporate Trust Administration – Melinda Romay 

Telephone: (302) 636-6387 
 Facsimile: (302) 636-4140

 Ladies and Gentlemen: 
 Reference is made to the Escrow and
Paying Agent Agreement (Class [A][B]), dated as of August 11, 2015 (the “Agreement”). We hereby certify to you that the conditions to the obligations of the undersigned to execute a Participation Agreement pursuant to the Note
Purchase Agreement have been satisfied. Pursuant to Section 1.02(c) of the Agreement, please execute the attached Notice of Purchase Withdrawal and immediately transmit by facsimile to the Depositary, at Natixis, acting via its New York
Branch, Attention: Aviation Finance Portfolio, 1251 Avenue of the Americas, New York, NY 10020 (Telephone: (212) 891-5811; Telecopier: (646) 282-2321, aviationfinanceportfolio@us.natixis.com. 

Capitalized terms used herein but not defined herein shall have the meanings set forth in the Agreement. 

 

			
	Very truly yours,
	
	 WILMINGTON TRUST, NATIONAL ASSOCIATION,

not in its individual capacity but solely as Pass Through Trustee

		
	By:	 	  

		 	Name:
		 	Title:


 Dated: As of [                 ,
20    ] 
  
 Note Purchase Agreement 

(Spirit 2015-1 EETC) 







 Exhibit A to 

Funding Notice 
 NOTICE OF
PURCHASE WITHDRAWAL 
 Natixis, acting via its New York Branch, as Depositary 

Attention: Aviation Finance Portfolio 
 1251 Avenue of the
Americas 
 New York, NY 10020 
 Telephone: (212) 891-5811

 Telecopier: (646) 282-2321 

aviationfinanceportfolio@us.natixis.com 
 Ladies and Gentlemen:

 Reference is made to the Deposit Agreement (Class A) dated as of August 11, 2015 (the “Deposit Agreement”) between
Wilmington Trust Company, as Escrow Agent, and Natixis, acting via its New York Branch, as Depositary (the “Depositary”). 

In accordance with Section 2.3(a) of the Deposit Agreement, the undersigned hereby requests the withdrawal of the entire amount of
the Deposit, $[        ], from Account No. [            ]. 

The undersigned hereby directs the Depositary to pay the entire amount of the Deposit to [Spirit Airlines, Inc. (“Spirit”) at
Wells Fargo Bank, N.A., ABA# [            ], Account No. [            ], Reference: Spirit Airlines 2015-1A EETC (or to a
designee of Spirit as notified by Spirit prior to the date of withdrawal specified herein)][the Pass Through Trustee (as defined in the Deposit Agreement) at Wilmington Trust, National Association, Wilmington, Delaware, ABA#
[            ], Corporate Trust, Account No. [            ], Reference: Spirit Airlines 2015-1A EETC, Attn: Melinda Romay]5 on [                    ], 20    , upon the telephonic request of a
representative of the Pass Through Trustee. 
  

	5 	If any excess amounts that would need to be re-deposited pursuant to Section 2.4 of the Deposit Agreement and the applicable Funding Notice have been identified as of the date of this notice, the account to be
specified here should be that of the Pass Through Trustee so that the Pass Through Trustee can re-deposit such excess amounts with the Depositary in accordance with Section 2.4 of the Deposit Agreement. If any such excess amounts are identified
following delivery of this notice, a separate substantially similar notice may be sent specifying such account of the Pass Through Trustee. If there are no such excess amounts, the account number to be specified here should be that of Spirit.


  
 Note Purchase Agreement 

(Spirit 2015-1 EETC) 







 
			
	WILMINGTON TRUST COMPANY,
	as Escrow Agent
		
	By	 	  

		 	Name:
		 	Title:


 Dated: As of [                 ,
20    ] 
  
 Note Purchase Agreement 

(Spirit 2015-1 EETC) 







 Exhibit B to 

Funding Notice 
 NOTICE OF
PURCHASE WITHDRAWAL 
 Natixis, acting via its New York Branch, as Depositary 

Attention: Aviation Finance Portfolio 
 1251 Avenue of the
Americas 
 New York, NY 10020 
 Telephone: (212) 891-5811

 Telecopier: (646) 282-2321 

aviationfinanceportfolio@us.natixis.com 
 Ladies and Gentlemen:

 Reference is made to the Deposit Agreement (Class B) dated as of August 11, 2015 (the “Deposit Agreement”) between
Wilmington Trust Company, as Escrow Agent, and Natixis, acting via its New York Branch, as Depositary (the “Depositary”). 

In accordance with Section 2.3(a) of the Deposit Agreement, the undersigned hereby requests the withdrawal of the entire amount of
the Deposit, $[        ], from Account No. [            ]. 

The undersigned hereby directs the Depositary to pay the entire amount of the Deposit to [Spirit Airlines, Inc. (“Spirit”) at
Wells Fargo Bank, N.A., ABA# [            ], Account No. [            ], Reference: Spirit Airlines 2015-1B EETC (or to a
designee of Spirit as notified by Spirit prior to the date of withdrawal specified herein] [the Pass Through Trustee (as defined in the Deposit Agreement) at Wilmington Trust, National Association, Wilmington, Delaware, ABA#
[            ], Corporate Trust, Account No. [            ], Reference: Spirit Airlines 2015-1B EETC, Attn: Melinda Romay]6 on [                    ], 20    , upon the telephonic request of a
representative of the Pass Through Trustee. 
  

	6 	If any excess amounts that would need to be re-deposited pursuant to Section 2.4 of the Deposit Agreement and the applicable Funding Notice have been identified as of the date of this notice, the account to be
specified here should be that of the Pass Through Trustee so that the Pass Through Trustee can re-deposit such excess amounts with the Depositary in accordance with Section 2.4 of the Deposit Agreement. If any such excess amounts are identified
following delivery of this notice, a separate substantially similar notice may be sent specifying such account of the Pass Through Trustee. If there are no such excess amounts, the account number to be specified here should be that of Spirit.


  
 Note Purchase Agreement 

(Spirit 2015-1 EETC) 







 
			
	WILMINGTON TRUST COMPANY,
	as Escrow Agent
		
	By	 	  

		 	Name:
		 	Title:


 Dated: As of [                 ,
20    ] 
  
 Note Purchase Agreement 

(Spirit 2015-1 EETC) 







 EXHIBIT B to 

NOTE PURCHASE AGREEMENT 
 FORM
OF PARTICIPATION AGREEMENT 
 [Filed separately as Exhibit 4.12] 

 
 Note Purchase Agreement 

(Spirit 2015-1 EETC) 







 EXHIBIT C to 

NOTE PURCHASE AGREEMENT 
 FORM
OF INDENTURE 
 [Filed separately as Exhibit 4.13] 
  

Note Purchase Agreement 
 (Spirit
2015-1 EETC)