V-ServicesSM Fleet Hour Agreement by and between SPIRIT AIRLINES, INC. and IAE INTERNATIONAL AERO ENGINES AG

1.    Definitions    3

2.    FHA Services    6

3.    Period of Cover    7

4.    Shop Visit Coverage    7

5.    Lease Engine Support    8

6.    Transportation    9

7.    General Fleet Hour Agreement Services    10

8.    Excess Work    11

9.    Obligations of Spirit    13

10.    FHA Rates and Payment    17

11.    Fleet Flexibility    23

12.    Maintenance Center Requirements    23

13.    Insurance    24

14.    Warranties; Limitation of Liability    25

15.    Delays    26

16.    Duplicate Benefits    26

17.    Intellectual Property    27

18.    Amendment    27

19.    Assignment    27

20.    Notices    28

21.    Exclusion of Other Provisions and Previous Understandings    28

22.    Termination, Expiration and Events of Default    28

23.    Negation of Waiver    30

24.    Severability and Partial Invalidity    30

25.    Governing Law    30

26.    Publicity    30

27.    Confidentiality    30

28.    Compliance with All Applicable Laws and Regulations    31

29.    No Construction Against Drafter    31

30.    Damages    31

This Fleet Hour Agreement (together with all exhibits and schedules hereto, this “Agreement”) is made this 1^st day of October 2013, by and between

amended, supplemented or otherwise modified from time to time in accordance with the provisions hereof and of the New Fleet GTA.

IAE shall provide to Spirit the following FHA service coverage for the Period of Cover for each Eligible Engine:

The provision of such coverage by IAE is subject to Spirit’s fulfillment in all material respects of its obligations under Section 9.

This FHA shall become effective on the date of first commercial service of an Eligible Engine and will remain in force and effect for a period of ***** for each such Eligible Engine.

Each Eligible Engine following an Eligible Engine Removal shall be forwarded to the Maintenance Center. IAE shall communicate the Workscope to the Maintenance Center and cause the Maintenance Center to complete the Shop Visit in accordance with such Workscope. IAE shall pay to the Maintenance Center all charges directly incurred in respect of goods, work and services carried out during the Shop Visit for the following items:

IAE shall provide the following additional Fleet Hour Agreement services:

Eligible Engine removal planning (“MMP”). The MMP shall be consistent with the relevant provisions of this Agreement and shall be revised and updated at least once a year, taking into account Spirit’s then-current operation in consultation with Spirit and fleet-wide operational experience, among other considerations. Additionally, an FHA Administration Manual may be mutually agreed between the parties, which shall establish a logistical plan and instructions for Spirit to facilitate performance by Spirit and IAE under this Agreement.

*****

*****

*****

Spirit agrees to fulfill the following responsibilities and perform the following tasks and to reasonably cooperate with IAE in the performance of IAE’s responsibilities hereunder.

Spirit shall at its own expense maintain Eligible Engine electronic condition monitoring capabilities for each Eligible Engine, and with respect to information and data required for the performance of this Agreement, Spirit shall:

(a)    a record of Eligible Engine total time and cycles;

(b)    position on the aircraft, aircraft number, and date of Eligible Engine removal;

(c)    reason for removal, flight and ground indications prior to and related to removal;

(d)    module rework history with time since new, time since overhaul and time since repair provided such module was serviced outside of this Agreement;

(e)    any borescope reports detailing any open discrepancies;

(f)    total LLP time, LLP part numbers, serial numbers, cycle limits, time since new, cycles since new, remaining cycles, and take-off bump cycles, if applicable;

(g)    latest build standard record;

(h)    records with respect to any Accessories, including part numbers, serial numbers, time and cycles since new, overhaul, Repair, or bench test, and a description of prior work performed for each item unless Spirit directs IAE where to send such Accessories;

(i)    if applicable, a non-incident certification in customary form that the Eligible Engine and all parts installed thereon:

(j)    any other data reasonably requested by IAE.

For the purposes of the transportation of Eligible Engines as required under this Agreement, Spirit shall:

Spirit shall operate, maintain and troubleshoot the Eligible Equipment compliant with the applicable Airbus operating, maintenance and troubleshooting manuals, the then current MMP for Spirit, and to the extent applicable, IAE’s written instructions, including, but not limited to, service information letters, all operator wires and non-modification service bulletins, component maintenance manuals and Airworthiness Directives. Spirit shall incorporate the relevant provisions of the MMP into its then current airworthiness maintenance program.

Spirit shall not unreasonably withhold its approval of any “one time concessions” approved by IAE and the applicable FAA representative with respect to the Eligible Engines.

Spirit shall make payments as required in accordance with Section 10 of this Agreement.

Spirit shall take or, as applicable, have taken delivery of all of the Aircraft and Spare Engines in accordance with the schedule set forth in Exhibit A to this Agreement, as amended, supplemented or otherwise modified from time to time, and shall operate the Aircraft and Spare Engines in regular commercial service as contemplated by Section 10.4 below for the duration of the Period of Cover, subject to Section 11 hereto.

Spirit shall be responsible for ensuring that each Eligible Engine at the Maintenance Center for a Shop Visit is supported by a full suite of serviceable Accessories required to make the Eligible Engine testable. In the event that the repair or replacement of an Accessory for an Eligible Engine delays the completion of the Shop Visit for such Eligible Engine, such delay shall be considered an Excusable Delay. Alternatively Spirit may request the use of units provided by the Maintenance Center to permit the testing of the Eligible Engine in accordance with Section 8.1.11 above, to the extent the Maintenance Center has such capability.

(a)    For V2524-A5 rated Eligible Engines ***** per Eligible Engine Flight Hour;

(b)    For V2527-A5 rated Eligible Engines ***** per Eligible Engine Flight Hour; and

(c)    For V2533-A5 rated Eligible Engines ***** per Eligible Engine Flight Hour.

(a)    IAE may invoice Spirit its reasonable estimate of the cost of any Excess Work prior to commencement, or during the execution, of such Excess Work. IAE shall invoice Spirit for the balance of the cost of any Excess Work upon receipt of the corresponding invoice from the Maintenance Center (or promptly issue a credit to Spirit’s account with IAE for any excess payment received from Spirit); and

(b)    Spirit shall pay ***** of the estimated Excess Work invoice prior to induction of the Eligible Engine into the Maintenance Center and (ii) the entire remaining invoice balance (if any) within ***** of Spirit’s receipt of the final invoice from IAE.

(a)    maintaining within its fleet of Aircraft an annual average flight cycle of: ***** hours for V2524-A5 powered Aircraft, ***** hours for V2527-A5 powered Aircraft, and ***** hours for V2533-A5 powered Aircraft (each calculated from the moment the wheels of an Aircraft, on which any Eligible Engine is installed, leave the ground on take-off to the moment when the wheels of such Aircraft touch the ground on landing);

(b)    maintaining an annual average utilization of ***** hours per V2524-A5 powered Aircraft, ***** hours per V2527-A5 powered Aircraft, and ***** hours per V2533-A5 powered Aircraft;

(c)    maintaining an average engine thrust derate of: ***** for V2524-A5 powered Aircraft, ***** for V2527-A5 powered Aircraft, and ***** for V2533-A5 powered Aircraft, all relative to the name plate thrust rating;

(d)    maintaining an average ambient temperature for take-off no greater than: ***** for V2524-A5 powered Aircraft, ***** for V2527-A5 powered Aircraft, and ***** for V2533-A5 powered Aircraft;

(e)    having its main base located at Fort Lauderdale, FL, Detroit, MI, Atlantic City, NJ, or Dallas, TX;

(f)    Spirit operating each Eligible Engine at its originally installed thrust rating (unless otherwise agreed by the Parties);

(g)    acquiring all of the Aircraft and Spare Engines as set forth in Section 9.8;

(h)    after taking delivery of the Spare Engines in accordance with Exhibit A, maintaining a minimum ratio of ***** Spare Engines to installed Engines for its Aircraft fleet;

(i)    operating and maintaining the Aircraft and Eligible Engines in accordance with Airbus’, IAE’s, and other applicable OEM’s technical manuals and the eMMP (including Engine rebuild requirements) for the duration of the Period of Cover;

(j)    subject to the provisions of Section 11, operating, and maintaining the Aircraft and Eligible Engines in regular commercial airline operation for the duration of the Period of Cover;

(k)    *****

(l)    acquiring from IAE or its approved sources reasonably sufficient components, parts, and spare Engines at the levels mutually agreed by IAE and Spirit to maintain proper support of the Eligible Engines and Aircraft; and

(m)    *****.

will promptly notify IAE of such dispute in writing detailing the grounds for such dispute, but not later than fifteen (15) Business Days after receipt of such Excess Work charge. The Parties agree to use their reasonable, diligent and good faith efforts to reach a final resolution of the disputed Excess Work charge including, if necessary, elevation of the issue to each Party’s senior management at the request of the other Party.

*****

or to such other account in the United States as IAE may from time to time designate in writing, which designation shall be effective upon receipt by Spirit of such notice.

*****

Spirit warrants that title to Parts removed from Eligible Engines by the Maintenance Center shall pass immediately to IAE free and clear of all security interests and rights of Spirit or others at the time that title to the replacement Part passes to Spirit.

IAE shall not be charged with any liability for delay in the performance of any of its obligations when such delay is caused by acts of God or the public enemy, compliance in good faith with any applicable foreign or domestic governmental regulation or order whether or not it proves to be invalid, fires, riots, labor disputes, unusually severe weather, or any cause beyond the reasonable control of IAE, or by delays of IAE’s suppliers for any of the same or similar causes. To the extent that such causes actually delay performance on the part of IAE, the time for the performance shall be extended for as many days as are required to obtain removal of such causes. This provision shall not, however, relieve IAE from using its reasonable efforts to avoid or remove such causes and continue performance with reasonable dispatch whenever such causes are removed (“Excusable Delay”).

If Spirit fails to comply with the requirements set forth in Section 9, and such failure or non-approval, as applicable causes the Maintenance Center to reasonably reschedule or delay the induction or completion of a Shop Visit for an Eligible Engine, then such delay shall constitute an Excusable Delay for IAE.

Spirit and IAE agree that it is not the intention to provide duplicate benefits under the terms of this Agreement and the GTA or under any other arrangement between IAE or IAE’s suppliers or Airbus and Spirit. In the event of any such duplication of benefits, Spirit may, at the relevant time in respect

of the relevant circumstances receive any one such benefit (at Spirit’s discretion) to the exclusion of all duplicate benefits.

This Agreement shall not be amended, changed, or modified in any way other than by agreement in writing, signed by the Parties hereto after the date of this Agreement, which is expressly stated to amend this Agreement.

Any notice to be served pursuant to this Agreement shall be sent by registered mail, by internationally recognized overnight courier, or by facsimile (with the original notice sent by registered mail or internationally recognized overnight courier) to the applicable address indicated in Exhibit F.

Either Party shall have the option, at its sole discretion, to terminate this Agreement upon the occurrence of any of the following events: (a) a receiver or trustee is appointed for any of the other Party’s property, or (b) the other Party is adjudicated or voluntarily becomes bankrupt under any bankruptcy or winding up laws or other similar legislation, or (c) the other Party becomes insolvent or makes an assignment for the benefit of creditors.

This Agreement shall be effective from the day and year first before written until the end of the Period of Cover or until terminated pursuant to this Section 21. Notwithstanding the foregoing, Sections 21.4, 24, and 27 of this Agreement shall survive any expiration or termination of this Agreement.

Except as otherwise set out in this Section 21.4 and any rights or obligations arising under the applicable law, the rights and obligations of the Parties under this Agreement shall terminate upon the termination or expiration of this Agreement, and Spirit shall no longer be provided with fleet hour agreement coverage under the terms of this Agreement.

Failure by either Party to enforce any term of this Agreement shall not constitute a waiver of such term.

If any provision of this Agreement or the application thereof to either Party shall be invalid, illegal or unenforceable to any extent, the remainder of the Agreement and the application thereof shall not be affected and shall be enforceable to the fullest extent permitted by law.

This Agreement shall be construed and the performance thereof determined in accordance with the laws of *****.

*****

Each Party agrees that it shall not issue any press release or make any public announcement regarding this Agreement without the written consent of the other Party. Spirit agrees that IAE may use Spirit’s authorized logo, service marks and trademarks for the purpose of confirming that Spirit is a customer of IAE. IAE agrees that Spirit may use IAE’s authorized logo, service marks and trademarks for the purpose of confirming that IAE is a supplier to Spirit. Except as expressly set forth above, neither Party may use the other Party’s logo, service marks and trademarks without the express written consent of the other Party.

The terms and conditions of this Agreement and any technical information provided in connection with it are confidential and proprietary to IAE and Spirit. Each Party agrees to: (a) limit disclosures of such confidential information to persons who have a need to know within their organizations; (b) keep such information confidential; and (c) not disclose to any third party other than (i) as required by applicable law or legal process; (ii) in connection with the disclosure requirements of any applicable government authority or exchange; (iii) to its legal, financial, tax or other advisors who are bound by an obligation of confidentiality or to the confidentiality requirements of this Agreement and (iv) in connection with the enforcement of its rights hereunder, without the prior written consent of the other party (not to be unreasonably withheld), provided that, in the case of (c)(i), supra, the Party that is to disclose such confidential information in response to such applicable law or legal process shall if permitted by applicable law, as soon as practicable notify the other Party, and upon the request of the other Party, shall cooperate with the other Party in contesting such disclosure.

“Prohibited Parties” means, collectively, those countries, and persons to whom the sale, export, re-export, transfer, diversion or other disposition of any IAE goods, software, technical data or services is prohibited by the applicable export laws and related regulations of the United States, German, British, Japanese, or European Union Governments.

of such law or regulation or would otherwise result in a criminal or an un-indemnified civil penalty on the part of such other Party

This Agreement has been the subject of detailed negotiation between the Parties. If an ambiguity or question of the intent arises with respect to any provision of this Agreement, this Agreement will be construed as if drafted jointly by IAE and Spirit and no presumption or burden of proof will arise favoring or disfavoring either Party by virtue of authorship of any of the provisions of this Agreement.

In no event shall either Party to this Agreement or either Party’s subsidiaries or affiliates, have any liability to any other Party hereto for any indirect, incidental, special, consequential, or punitive damages, including without limitation any damage to or loss of use, revenue or profit with respect to any Aircraft, Engines and/or Parts.

IN WITNESS WHEREOF the Parties hereto have caused this Agreement to be signed on their behalf by their authorized officers the day and year first before written:

1.    FHA Rates will be subject to annual escalation in accordance with the formula set forth below:

*****

Where:

FHA Rates are the applicable base values at the Base Month as set forth in the Contract;

“Base Month” shall mean the base month and year specified for the FHA rates in the Contract;

*****

1.    SPIRIT ADDRESSES

(a)    Address for Notices:

Legal Department

Spirit Airlines, Inc.

2800 Executive Way

Miramar, Florida 33025

Fax: (954) 447-7854

(b)    Address for Invoices:

Accounts Payable Department

Spirit Airlines, Inc.

2800 Executive Way

Miramar, Florida 33025

Fax: (954) 447-7855

2.    IAE ADDRESSES

(a)    Address for Notices:

Attention: Chief Legal Officer & Company Secretary

IAE International Aero Engines AG

400 Main Street, M/S 121-10

East Hartford, CT 06108

Fax: (860) 565-4003

(b)    Address for Invoices:

Attention: Accounts Receivable Manager

IAE International Aero Engines AG

400 Main Street, M/S 121-10

East Hartford, CT 06108

Fax: (860) XXX-XXXX

(c)    Address for all Other FHA Matters:

Attention: Spirit Fleet Director for Spirit

IAE International Aero Engines AG

400 Main Street, M/S 121-10

East Hartford, CT 06108

Fax: (860) XXX-XXXX

1.    IAE will provide the following Engine health monitoring services (“Services”) through the ADEM system:

(a)    ENGINE TREND MONITORING

(b)    WEB PORTAL ACCESS

2.    ACCESSIBILITY

(a)    To facilitate internet portal access, Operator is required to maintain the following: (i) internet access; (ii) Internet Explorer version 5.5 or higher; (iii) 128 bit Secure Socket Layer (“SSL”) encryption capability; and (iv) a minimum internet speed of 56K bits per second to access the internet portal.

(b)    All information being transmitted through the Internet portal will be protected using SSL encryption. In addition, each user of the Internet portal will be authenticated at logon with a unique user identification and password. Once authenticated to the Internet portal, Operator will only be allowed to access the information that Operator and IAE mutually agree a specific user may review. IAE shall review security requirements for web portal access from time to time to ensure an appropriate level of data protection. Updated security requirements shall be communicated to Operator on a timely basis.

3.    TRANSMISSION OF DATA BY OPERATOR

(a)    Operator shall provide all data requested by IAE in order to perform the Services, including but not limited to the date and time the data was recorded, aircraft and engine

number, engine position, altitude and mach (or air speed), total air temperature, engine pressure ratio, rotor speeds, fuel flow, oil temperature, oil pressure, mechanical exceedances and pertinent maintenance actions (EHM Eligible Engine changes, sensor changes, other items that may impact engine performance). Operator shall electronically transmit engine condition monitoring data to IAE’s designated ground station via air-to-ground service providers (e.g., ARINC and SITA) or via such other routing as the parties mutually agree.

(b)    Using the facilities available within IAE’s V2500 engine monitoring program services, the Operator shall provide feedback of on-wing maintenance actions taken as a result of an alert notification as provided in accordance with Section 1(a)(v) herein.

4.    LIMITATION OF LIABILITY

IAE MAKES NO WARRANTY, EXPRESS OR IMPLIED, WITH RESPECT TO THE SERVICES SET FORTH IN THIS EXHIBIT G. OPERATOR ACKNOWLEDGES AND AGREES THAT IT IS SOLELY RESPONSIBLE FOR MAKING ALL DECISIONS IN RESPECT TO THE SERVICES. IAE EXPRESSLY DISCLAIMS AND OPERATOR HEREBY RELEASES IAE FROM ANY LIABILITY, INCLUDING BUT NOT LIMITED TO LIABILITY FOR DIRECT, INDIRECT, CONSEQUENTIAL, OR INCIDENTAL DAMAGES ARISING OUT OF OR ASSOCIATED WITH THE SERVICES, RECOMMENDATIONS OR FAILURE TO MAKE RECOMMENDATIONS BY IAE, OR ANY DECISIONS MADE BY OPERATOR WITH RESPECT TO THE SERVICES. Should Operator fail to comply with operating and maintenance instructions or recommendations resulting from the Services, authorized or issued by IAE and current at the time, then IAE shall not be held liable for any costs associated with any Engine, Module or Part failure arising from Operator’s failure to comply with IAE’s recommendations. Any such event shall also be considered ineligible against any warranties or guarantees provided by IAE and resulting repairs and part replacements shall be carried out and charged as Excess Work under the applicable IAE Fleet Hour Agreement.

Notes:

1.    *****

2.    Where units per Engine quantities listed in Exhibit C are greater than *****, a single ***** fee per ATA line item shall still apply. This charge will also cover the packing, one-way transportation and coordination of Accessories removed and sent for vendor repair.

3.    The above rates and fees are expressed in United States Dollars and are subject to escalation from the base month of January 2013 in accordance with the formula set forth in Exhibit B.

4.    *****

The FHA Rates have been calculated based on Spirit meeting the General Conditions detailed in Section 10.4 of the Agreement.

To the extent that any operating parameters vary, the applicable charges shall be generated from the rate change tables contained in this Exhibit I. If the actual operation of the Eligible Engines falls between the points covered in any one of the tables, the adjustment factor can be interpolated linearly between the points to derive the applicable factor. If the actual utilization parameters fall between two separate tables, the table with the higher factor shall apply.

If any of the actual operating parameters fall outside the coverage of the tables contained in this Exhibit I, the Parties shall agree a rate adjustment based on the same method of calculation used to derive the tables (and not based on simple extrapolation).

400 Main Street, M/S 121-10

East Hartford, CT 06108 USA

October 1, 2013

Spirit Airlines, Inc.

2800 Executive Way

Miramar, Florida 33025

Gentlemen:

We refer to (i) the V2500-A5 Fleet Hour Agreement dated October 1, 2013 between IAE International Aero Engines AG (“IAE”) and Spirit Airlines, Inc. (“Spirit”), as amended from time to time, such agreement being hereinafter referred to as the “New Fleet FHA”, and (ii) Side Letter No. 2, dated October 1, 2013 (“Side Letter No. 2”) to the V2500-A5 General Terms of Sale dated October 1, 2013 between IAE and Spirit, as amended from time to time (the “New Fleet Contract”). Unless expressly stated to the contrary, and to the extent possible, terms used in this Side Letter No. 1 (“Side Letter No. 1”) shall have the same meaning given to them in the New Fleet FHA, and the New Fleet Contract and Side Letter No. 2.

In consideration of Spirit purchasing fifteen (15) Incremental Aircraft and purchasing or leasing two (2) Incremental Spare Engines, as defined in Side Letter No. 2, the Parties agree as follows:

    

The Aircraft Delivery Schedule attached to the New Fleet FHA as Exhibit A-1 is deleted in its entirety, and replaced with the Delivery Schedule attached to this Side Letter 1 as Appendix 1.

The Spare Engine Delivery Schedule attached to the New Fleet FHA as Exhibit A-2 is deleted in its entirety, and replaced with the Delivery Schedule attached to this Side Letter 1 as Appendix 2.

    

Except as expressly amended by this Side Letter No. 1, all provisions of the FHA remain in full force and