Spirit Airlines (SAVEQ) 10-K2023 FY Annual report

Pratt & Whitney desires to provide Engines to power the Firm Aircraft and to sell to Spirit the Firm Spare Engines, and to provide the support and other assistance described in this Agreement; and

Spirit desires to have all off-wing Engine maintenance services performed exclusively by Pratt & Whitney under the PureSolution FMP (set forth in Appendix 5); and

Pratt & Whitney is willing to become Spirit's exclusive maintenance provider for its Engine fleet through the PureSolution FMP; and

Pratt & Whitney and Spirit desire to express their complete understanding and agreement in connection with Spirit's selection of the Engines to power the fifty (50) Firm Aircraft, Spirit's purchase of nine (9) Firm Spare Engines, and the parties' responsibilities and obligations under the PureSolution FMP.

In consideration of the above recitals and the conditions, mutual covenants, and agreements contained in this Agreement and under the PureSolution FMP attached hereto as Appendix 5, Pratt & Whitney and Spirit mutually agree as follows:

Capitalized terms not otherwise defined in this Agreement have the respective meanings in Appendix 1.

Upon mutual execution of this Agreement, the parties agree as follows:

Pratt & Whitney shall provide Spirit with training credits equivalent to [***] student training days, which will be made available for use by Spirit [***] days prior to induction of the first Firm Aircraft. In addition, Pratt & Whitney agrees to provide an additional [***] student training days per Firm Aircraft delivered to Spirit. Training credits will apply only to services offered by the Pratt & Whitney Customer Training Center, and are not convertible to cash or transferrable.

from Pratt & Whitney), and that the Spare Engine (ii) agreed that the Firm Spare Engine conforms to the applicable Engine Specification. [***]

applied to overdue amounts arising under this Agreement under rights of set off and (iii) Spirit continues to operate at least one (1) Firm Aircraft under which the applicable credit was provided.

Spirit agrees that it will obtain all off-wing Engine maintenance services on the Engines installed on Firm Aircraft and the Firm Spare Engines exclusively from the Pratt & Whitney Network pursuant to the PureSolution Fleet Management Program attached as Appendix 5 to this Agreement.

Pratt & Whitney will provide Spirit the benefits of the Product Support Plan for First-Generation Owners/Operators Acquiring New Pratt & Whitney PurePower PW1100G-JM Engines, attached as Appendix 6.

Pratt & Whitney's obligations under this Agreement, including Pratt & Whitney's obligation to make PurePower PW1100G-JM Engines available for Firm Aircraft delivery in accordance with the Delivery Schedule, are contingent upon certification of the applicable model of PW1100G-JM engine-powered A320NEO aircraft by Airbus at least [***] prior to delivery of the first Firm Aircraft.

All appendices and attachments attached hereto and referred to in this Agreement form an integral part of this Agreement and are hereby incorporated and made a part of this Agreement for all purposes.

placement of such logos on any nacelles shall be subject to Spirit's approval to ensure that the Pratt & Whitney logo does not interfere with Spirit's logo.

The parties agree that all demands, notices, and other communications under this Agreement must be in writing and will be deemed to be duly given when personally delivered or when deposited in the United

States mail, confirmation of receipt requested, first-class postage prepaid or sent by facsimile with confirmation, addressed as follows:

Pratt & Whitney Division

400 Main Street, Mail Stop 132-21

East Hartford, Connecticut 06108

Phone: (860) 565-5852

E-mail: gppwlegalcmonotices@pw.utc.com

Attention: Associate Counsel and Director

Telephone: (860) 557-4737

E-Fax: (860) 755-7058

Attention: Director, Service Programs

To Buyer: Spirit Airlines, Inc.

2800 Executive Way

Miramar

Fort Lauderdale, Florida

Telephone: 954-447-8044

Facsimile: 954-447-7854

Attention: Charlie Rue

or at such other address as may hereafter be furnished in writing by either Party to the other.

This Agreement, including its appendices and attachments, and the MFN Agreement, dated as of October 1, 2013 and provided under separate cover, contains the entire understanding between the parties with respect to the subject matter hereof and supersedes in their entirety all prior or contemporaneous oral or written communications, agreements or understandings between the parties with respect to the subject matter hereof. This Agreement may be executed in one or more counterparts, each of which will be considered an original but all of which together constitute one and the same instrument.

The parties hereto acknowledge that this Agreement and all matters contemplated herein have been negotiated among the parties and that the parties have, from the commencement of negotiations to the execution hereof, participated in the drafting and preparation of this Agreement.

IN WITNESS WHEREOF, the parties have caused this Agreement to be duly executed as of the date entered above and deem that it is executed in the State of Connecticut. The parties agree that facsimile signatures will be deemed to be of the same force and effect as an original executed document. If executed by facsimile, the parties agree to provide original signature pages upon request.

For all purposes of this Agreement, the following capitalized terms have the meanings set forth below:

"Accepted Technical Data" means OEM data, recommendations, or information that has been provided by Pratt & Whitney that is not "Approved Technical Data" (as defined herein). This includes but is not limited to all operator wires, special instructions, illustrated parts catalogs, and CACTUS wires.

"AD" means an Aviation Authority-issued Engine airworthiness directive.

"Additional Equipment" is any item in the Engine Specification identified under the Additional Equipment section which is categorized as either Engine Build Up (EBU 1), which is provided by Pratt & Whitney with a Spare Engine, or Engine Build Up (EBU 2), which is provided separately by Airbus or its supplier.

"Airbus" means Airbus S.A.S.

"AOG Event" or "Aircraft-on-Ground Event" is a situation in which a Firm Aircraft is unavailable for operational service solely because a FMP Eligible Engine installed on such Firm Aircraft is unserviceable and/or incapable of continued operation after Spirit has performed reasonable on-wing Engine corrective action and no replacement engine is available. An AOG Event will terminate upon correction of the condition that renders the Firm Aircraft unserviceable or at the time a replacement engine becomes available for operational service, whichever first occurs.

"Approved Technical Data" is technical data that has been approved by the Aviation Authority or by an Aviation Authority DER.

"BFE" means "Buyer Furnished Equipment" means the aircraft manufacturer-supplied or buyer furnished engine-mounted accessories (typically including such items as integrated drive generator, quick accessory disconnect adapter, hydraulic pumps, shut-off valve, and pressure regulating valve).

"Build Group" means a portion of a FMP Eligible Engine that can be a non-serialized major assembly, as designated by the Air Transport Association.

"CEMP" or "Customized Engine Maintenance Program" means the program for engine maintenance established by Pratt & Whitney for Spirit, and agreed to with Spirit, in accordance with Section 5.1 of the PureSolution FMP.

"CMM" means Component Maintenance Manual.

"Commencement Date" means the date on which Spirit accepts delivery of its first PW1100G-JM Engine-powered Firm Aircraft in accordance with Appendix 2.

"Delivery Schedule" means the delivery schedule attached as Appendix 2.

"DER" means Designated Engineering Representative.

"EIS" means the entry into service of a Firm Aircraft.

"Eligible Shop Visit" has the meaning set forth in Section 4.1 of the FMP Agreement.

"Engine Build Up" or "EBU" refers to either the EBU 1 or EBU 2, as applicable, as each is described in the Additional Equipment section of the Engine Specification.

"Engine Escalation Formula" means the PW1100G-JM Engine Price Escalation Formula for PW1100G-JM Engines attached to this Agreement as Appendix 4.

"Engine Purchase Support Agreement" means the Agreement to which this FMP is appended.

"Engine Shipset" means two (2) new Engines delivered by Pratt & Whitney to Airbus for installation on a Firm Aircraft.

"Engine Specification" means the Engine specification attached as Appendix 3, which is subject to revision prior to Engine delivery.

"Engine Warranty and Service Policy" or "Service Policy" means the Warranties and Service Policies for the PW1100G-JM Engine attached as Appendix 7.

"Equivalent Shipping Stand" means, in the event Spirit elects not to purchase a P&W Shipping Stand, an operable shipping stand supplied by Spirit to Pratt & Whitney, suitable for road shipment of spare PW1100G-JM engines.

"Ex works" has the meaning set forth in Incoterms 2010, as promulgated by the International Chamber of Commerce.

"Excess Work" shall mean services provided outside of the coverage described in Section 4.3 of the FMP.

"External Equipment" means [***].

"Extreme Environmental Conditions" means [***].

"FAA" means the Federal Aviation Administration of the United States of America or any successor agency thereto.

"Firm Aircraft", individually, means any of the fifty (50) new firm-ordered PW1100G-JM engine-powered A320neo family aircraft identified in the Delivery Schedule as "Firm Aircraft" to be delivered to Spirit in accordance with the Delivery Schedule, and collectively, all fifty (50) of such aircraft.

"Firm Spare Engine" means any of the nine (9) new firm-ordered spare PW1100G engines identified in the Delivery Schedule as "Firm Spare Engines" to be delivered to Spirit in accordance with the Delivery Schedule.

"FMP Agreement" means the PW1100G-JM Engine Fleet Management Program Agreement set forth in Appendix 5.

"FOD" means [***].

"Full Interval Shop Visit" means [***].

"Guarantee Plans" has the meaning set forth in Section 10.1 of this Agreement.

"Introductory Assistance Credit" means the credit provided by Pratt & Whitney to Spirit as described in Section 3.1 of this Agreement.

"LLPs" or "Life Limited Parts" means those rotating Parts which have Parts Life Limit. For purposes of this Agreement, LLPs do not include static, non-rotating LLPs.

"Leased Aircraft" means any of the five (5) NEO aircraft powered by new PW1100G-JM Engines leased by Spirit from the delivery dates specified in the Leased Aircraft Delivery Schedule.

"Leased Aircraft Delivery Schedule" means the delivery schedule, set forth in Attachment 1 to the FMP, for the Leased Aircraft.

"Optional Equipment" means any item in the Engine Specification identified under the Optional Equipment section.

"P&W Shipping Stand" means a new shipping stand purchased from Pratt & Whitney by Spirit, suitable for road shipment of spare PW1100G-JM engines.

"PAH" or "Production Approval Holder" means an entity holding a production certificate issued under the authority of the FAA.

"Parts" means [***].

"Parts Life Limit" means the maximum allowable total parts time or total parts cycles for specific Parts, including re-operation if applicable, as established by Pratt & Whitney and the applicable Airworthiness Authority. Parts Life Limits are published in the Airworthiness Limitations section of the applicable Instructions for Continued Airworthiness.

"PMA" or "Parts Manufacturer Approval" means the authority granted by the FAA to manufacture parts for installation in type-certificated products.

"Pratt & Whitney Network" means Pratt & Whitney's designated network of maintenance, repair, and/or overhaul facilities.

"Product Support Plan" means the Product Support Plan for First-Generation Owners/Operators Acquiring New Pratt & Whitney PurePower® PW1100G-JM Engines, attached as Appendix 6.

"PureSolution Escalation Formula" is the escalation formula used to escalate the PureSolution Rate as set forth in Attachment 3 to Appendix 5.

"PureSolution FMP" means the FMP Agreement set forth in Appendix 5.

"PWEL" means Pratt & Whitney Engine Leasing, LLC, a Pratt & Whitney affiliate, which provides spare engine lease support.

"SB" means a Pratt & Whitney-issued Engine service bulletin.

"Scrapped" means those parts determined by Pratt & Whitney to be unserviceable and not Economically Repairable. Spirit shall cause such parts to be mutilated or disposed of in such a manner as to preclude any possible further use as an Engine part.

"Shop Visit" means a PureSolution Engine has been removed and inducted into a Pratt & Whitney facility within the Pratt & Whitney Network and the separation of major mating engine flanges or the removal of a disk, hub, or spool is performed on such PureSolution Engine.

"Spare Engine Ratio" means the ratio of the total quantity of Spare Engines to the total quantity of installed Engines on the Firm Aircraft and Leased Aircraft.

"Specific Conditions" means the specific conditions set forth in Attachment 1 of Appendix 5, which apply to the Guarantee Plans and the PureSolution Rates.

"Standard Equipment" means any item identified under the Standard Equipment section in the Engine Specification, Appendix 3.

"State of Registration" means the country in which the Firm Aircraft are registered.

"T&M Rates and Charges" are those rates and charges contained in Attachment 4, Attachment 5, and Attachment 6 for any maintenance service that is Excess Work or not otherwise covered under the

PureSolution Rate, and unless otherwise stated, calculated as of the date of the invoice applicable to the Excess Work.

"TCH" or "Type Certificate Holder" means an entity holding a type certificate issued under the authority of the FAA.

"Terms and Conditions" means the United Technologies Corporation Standard Terms and Conditions of Sale of Goods and Services, attached hereto as Appendix 21, which govern all transactions under this Agreement.

"United States Prime Rate" means the base rate on corporate loans posted by at least seventy-five percent (75%) of the nation's thirty (30) largest banks then in effect and listed in the eastern print edition of The Wall Street Journal.

"UTF" means UT Finance Corporation, a wholly-owned subsidiary of United Technologies Corporation and an affiliate of Pratt & Whitney.