Wheels Up Experience Inc.

EX-10.1 · ex-101xup2026termloancredi.htm

EX-10.1
 2
 ex-101xup2026termloancredi.htm
 EX-10.1

 Exhibit 10.1
 Execution Version

 CREDIT AGREEMENT
 dated as of May 29, 2026,
 among

 WHEELS UP EXPERIENCE INC.,
as Borrower,
 THE SUBSIDIARIES OF BORROWER PARTY HERETO,
as Guarantors,
 THE LENDERS PARTY HERETO
 and
 U.S. BANK TRUST COMPANY, N.A., not in its individual capacity but solely
as Administrative Agent
 ______________________________________

 Table of Contents
 Page

 Article 1.    

DEFINITIONS
 1

 Section 1.01.    Defined Terms
 1

 Section 1.02.    Terms Generally; Classifications of Term Loans and Borrowings
 34

 Section 1.03.    Accounting Terms; GAAP
 34

 Section 1.04.    Divisions
 35

 Section 1.05.    [Reserved]
 35

 Section 1.06.    Calculations and Tests
 35

 Section 1.07.    Guaranty Principles
 35

 Article 2.    

 36

 AMOUNT AND TERMS OF CREDIT
 36

 Section 2.01.    Term Loan Commitments of the Lenders; Term Loans
 36

 Section 2.02.    Requests for Term Loans
 37

 Section 2.03.    Funding of Term Loans
 37

 Section 2.04.    [Reserved]
 38

 Section 2.05.    [Reserved]
 38

 Section 2.06.    Interest on Term Loans
 38

 Section 2.07.    Default Interest
 38

 Section 2.08.    Repayment of Term Loans; Evidence of Debt
 38

 Section 2.09.    Mandatory Prepayment of Loans
 39

 Section 2.10.    Optional Prepayment of Term Loans
 40

 Section 2.11.    Increased Costs
 41

 Section 2.12.    [Reserved].
 42

 Section 2.13.    Taxes.
 42

 Section 2.14.    Payments Generally; Pro Rata Treatment
 47

 Section 2.15.    Mitigation Obligations; Replacement of Lenders
 48

 Section 2.16.    Certain Fees
 49

 Section 2.17.    [Reserved]
 49

 Section 2.18.    Nature of Fees
 49

 Section 2.19.    Right of Set-Off
 49

 Section 2.20.    Payment of Obligations
 50

 Section 2.21.    [Reserved]
 50

 Section 2.22.    Increase in Term Loans.
 50

 Section 2.23.    Extension of Term Loans
 52

 Section 2.24.    [Reserved]
 54

 Section 2.25.    Refinancing Amendment
 54

 Article 3.    

REPRESENTATIONS AND WARRANTIES
 55

 Section 3.01.    Organization and Authority.
 55

 Section 3.02.    Air Carrier Status
 55

 i

 Section 3.03.    Due Execution
 56

 Section 3.04.    Statements Made
 56

 Section 3.05.    Financial Statements; Material Adverse Effect
 56

 Section 3.06.    Use of Proceeds
 57

 Section 3.07.    Ownership of Subsidiaries
 57

 Section 3.08.    Litigation and Compliance with Laws
 57

 Section 3.09.    Margin Regulations; Investment Company Act
 57

 Section 3.10.    Ownership of Assets
 57

 Section 3.11.    Intellectual Property; Data Protection.
 58

 Section 3.12.    [Reserved]
 58

 Section 3.13.    Insurance.
 58

 Section 3.14.    Payment of Taxes
 58

 Section 3.15.    Employee Matters.
 59

 Section 3.16.    Sanctions; Anti-Corruption; Anti-Money Laundering Laws.
 60

 Section 3.17.    [Reserved]
 61

 Section 3.18.    [Reserved]
 61

 Section 3.19.    Solvency
 61

 Section 3.20.    Environmental Compliance
 61

 Section 3.21.    No Default
 62

 Section 3.22.    Beneficial Ownership Certificate
 62

 Section 3.23.    Navigation Charges
 62

 Article 4.    

CONDITIONS OF LENDING
 62

 Section 4.01.    Conditions Precedent to Closing
 62

 Section 4.02.    [Reserved].
 65

 Section 4.03.    Post-Closing Obligations.
 65

 Article 5.    

AFFIRMATIVE COVENANTS
 65

 Section 5.01.    Financial Statements, Reports, etc.
 65

 Section 5.02.    Taxes
 68

 Section 5.03.    Stay, Extension and Usury Laws
 68

 Section 5.04.    Corporate Existence
 68

 Section 5.05.    Compliance with Laws; Compliance with Environmental Laws
 69

 Section 5.06.    Air Carrier Status
 69

 Section 5.07.    [Reserved]
 69

 Section 5.08.    [Reserved].
 69

 Section 5.09.    [Reserved]
 69

 Section 5.10.    Assets Ownership
 69

 Section 5.11.    Insurance
 70

 Section 5.12.    Additional Guarantors; Loan Parties
 70

 Section 5.13.    Maintenance of Properties; Access to Books and Records
 70

 Section 5.14.    Further Assurances
 71

 Section 5.15.    Changes in Fiscal Year.
 71

 ii

 Article 6.    

NEGATIVE COVENANTS
 71

 Section 6.01.    Restricted Payments
 71

 Section 6.02.    Indebtedness
 74

 Section 6.03.    Disposition of Assets
 77

 Section 6.04.    Transactions with Affiliates
 77

 Section 6.05.    Liens
 79

 Section 6.06.    Business Activities
 79

 Section 6.07.    [Reserved]
 79

 Section 6.08.    [Reserved]
 79

 Section 6.09.    Merger, Consolidation, or Sale of Assets
 79

 Section 6.10.    [Reserved]
 81

 Section 6.11.    Restricted Distributions Clauses
 81

 Section 6.12.    Use of Proceeds
 81

 Article 7.    

EVENTS OF DEFAULT
 82

 Section 7.01.    Events of Default
 82

 Section 7.02.    Remedies Upon an Event of Default.
 83

 Article 8.    

THE ADMINISTRATIVE AGENT
 84

 Section 8.01.    Administration by Administrative Agent
 84

 Section 8.02.    Rights of Administrative Agent
 85

 Section 8.03.    Liability of Administrative Agent
 85

 Section 8.04.    Reimbursement and Indemnification
 89

 Section 8.05.    Successor Administrative Agent
 89

 Section 8.06.    Independent Lenders
 90

 Section 8.07.    Advances and Payments
 90

 Section 8.08.    Sharing of Setoffs
 91

 Section 8.09.    Withholding Taxes
 91

 Section 8.10.    [Reserved]
 91

 Section 8.11.    Posting of Communications.
 91

 Section 8.12.    Administrative Agent Individually
 93

 Section 8.13.    Acknowledgements of Lenders
 93

 Section 8.14.    Disqualified Lenders.
 94

 Section 8.15.    [Reserved].
 95

 Section 8.16.    [Reserved].
 95

 Article 9.    

GUARANTY
 95

 Section 9.01.    Guaranty
 95

 Section 9.02.    No Impairment of Guaranty
 96

 Section 9.03.    Continuation and Reinstatement, etc.
 96

 Section 9.04.    Subrogation
 96

 Section 9.05.    Subordination
 97

 iii

 Section 9.06.    Right of Contribution
 97

 Section 9.07.    Discharge of Guaranty
 97

 Section 9.08.    Amendments, etc. with Respect to the Obligations; Waiver of Rights
 97

 Section 9.09.    Limitation Language with Respect to German Loan Parties.
 98

 Section 9.10.    Limitation Language with respect to English Loan Parties (the “English Guarantee Limitations”).
 103

 Article 10.    

MISCELLANEOUS
 103

 Section 10.01.    Notices
 103

 Section 10.02.    Successors and Assigns
 105

 Section 10.03.    Confidentiality
 110

 Section 10.04.    Expenses; Indemnity; Damage Waiver
 110

 Section 10.05.    Governing Law; Jurisdiction; Consent to Service of Process
 112

 Section 10.06.    No Waiver
 113

 Section 10.07.    Extension of Maturity
 113

 Section 10.08.    Amendments, etc.
 113

 Section 10.09.    Severability
 116

 Section 10.10.    Headings
 116

 Section 10.11.    Survival
 116

 Section 10.12.    Execution in Counterparts; Integration; Effectiveness
 116

 Section 10.13.    USA Patriot Act; Beneficial Ownership Regulation
 118

 Section 10.14.    [Reserved]
 118

 Section 10.15.    WAIVER OF JURY TRIAL
 118

 Section 10.16.    No Fiduciary Duty
 118

 Section 10.17.    Currency Indemnity
 119

 Section 10.18.    Parallel Debt
 119

 Section 10.19.    Acknowledgement and Consent to Bail-In of Affected Financial Institutions
 120

 Section 10.20.    Certain ERISA Matters
 121

 Section 10.21.    Waiver of Claims
 122

 Section 10.22.    Original Issue Discount Legend
 123

 iv

 EXHIBITS :
 Exhibit A    --    Form of Assignment and Acceptance
 Exhibit B    --    Form of Loan Request
 Exhibit C    --    Form of Instrument of Assumption And Joinder
 Exhibit D    --    Form of Promissory Note
 Exhibit E    --    [Reserved]
 Exhibit G-1    --    Form of U.S. Tax Compliance Certificate (for Non-U.S. Lenders that are not Partnerships for U.S. Federal Income Tax Purposes)
 Exhibit G-2    --    Form of U.S. Tax Compliance Certificate (for Non-U.S. Participants that are not Partnerships for U.S. Federal Income Tax Purposes)
 Exhibit G-3    --    Form of U.S. Tax Compliance Certificate (for Non-U.S. Participants that are Partnerships for U.S. Federal Income Tax Purposes)
 Exhibit G-4    --    Form of U.S. Tax Compliance Certificate (for Non-U.S. Lenders that are Partnerships for U.S. Federal Income Tax Purposes)

 SCHEDULES :
 Schedule 1.01(a)    --    Term Loan Commitments
 Schedule 1.01(b)    --    [Reserved]
 Schedule 1.01(d)     –     [Reserved]
 Schedule 1.01(e)    --    Existing Investments
 Schedule 3.07    --    Subsidiaries
 Schedule 4.01    --    Consents
 Schedule 4.03    --    Post-Closing Items
 Schedule 6.05    --    Existing Liens
 v

 CREDIT AGREEMENT, dated as of May 29, 2026 (this “ Agreement ”), among WHEELS UP EXPERIENCE INC., a Delaware corporation (the “ Borrower ”), the Guarantors party hereto from time to time, each of the several banks and other institutions or entities from time to time party hereto as a lender (the “ Lenders ”) and U.S. BANK TRUST COMPANY, N.A., not in its individual capacity but solely as administrative agent for the Lenders (together with its permitted successors and assigns in such capacity, the “ Administrative Agent ”).
 INTRODUCTORY STATEMENT
 The Borrower has proposed that the lenders make available a new unsecured term loan in an amount of $100,000,000 and the Lenders have agreed to provide the Initial Term Loans as set forth in greater detail in this Agreement.
 The proceeds of the Term Loans will be used by the Borrower for working capital, capital expenditures, other general corporate purposes, and to pay related expenses.
 To provide guarantees for the repayment of the Term Loans and the payment of the other obligations of the Borrower and the Guarantors hereunder and under the other Loan Documents, the Borrower and the Guarantors will, among other things, provide to the Administrative Agent and the Lenders, a guaranty from each Guarantor of the due and punctual payment and performance of the Obligations of the Borrower pursuant to Article 9 hereof.
 Accordingly, the parties hereto hereby agree as follows:
 Article 1.

DEFINITIONS
 Section 1.01. Defined Terms .
 “ Acceptable Bank ” means a bank or financial institution in an Acceptable Nation which has a long term unsecured credit rating of at least BBB- by S&P or Fitch or at least Baa3 by Moody’s or a comparable rating from an internationally recognized credit rating agency, or any bank or financial institution which (having previously satisfied such requirement) ceases to satisfy the foregoing ratings requirement for a period of not more than two (2) months.
 “ Acceptable Letter of Credit ” shall mean an irrevocable standby letter of credit on customary terms issued by a bank or branch having a long term unsecured debt rating of at least A (or the equivalent) or better by S&P, Moody’s or Fitch and drawable by the Administrative Agent upon presentation in New York.
 “ Acceptable Nation ” means any member state of the EU, Switzerland, the UK or the United States (or by any agency thereof to the extent such obligations are backed by the full faith and credit of the United States).
 “ Administrative Agent ” shall have the meaning set forth in the first paragraph of this Agreement.
 “ Administrative Agent Fee Letter ” shall mean the U.S. Bank Fee Proposal for Administrative Agent, dated as of May 8, 2026 among Borrower and the Administrative Agent.

 “ Administrative Questionnaire ” shall mean an administrative questionnaire in a form supplied by the Administrative Agent.
 “ Adverse Proceeding ” shall mean any action, suit, proceeding, hearing (in each case, whether administrative or judicial), governmental investigation or arbitration at law or in equity, or before or by any Governmental Authority, domestic or foreign (including any Environmental Claims), whether pending or, to the knowledge of any Loan Party, threatened in writing against or affecting any Loan Party or any property of any Loan Party.
 “ Affected Financial Institution ” shall mean (a) any EEA Financial Institution or (b) any U.K. Financial Institution.
 “ Affiliate ” shall mean, as to any Person, any other Person which, directly or indirectly, is in control of, is controlled by, or is under common control with, such Person. For purposes of this definition, a Person (a “ Controlled Person ”) shall be deemed to be “controlled by” another Person (a “ Controlling Person ”) if the Controlling Person possesses, directly or indirectly, power to direct or cause the direction of the management and policies of the Controlled Person whether by contract or otherwise; provided that (i) beneficial ownership by any “person” or “group” of 10% or more of the Voting Stock of a Person shall be deemed to be control and (ii) the terms “person,” “group” and “beneficial owner” shall have the meanings ascribed to them when such terms are used pursuant to Section 13(d), Section 14(d) and Rule 13d-3 of the Exchange Act, respectively; provided , further , that each of Delta, CK Wheels, Knighthead Capital Management, LLC, Certares Management LLC and Cox (and in each case any of their Affiliates or portfolio companies) will be deemed not to be Affiliates of the Borrower and its Subsidiaries or any other Affiliates of the Borrower.
 “ Affiliate Transaction ” shall have the meaning assigned to such term in Section 6.04(a) .
 “ Aggregate Exposure ” shall mean, with respect to any Term Lender at any time, an amount equal to (a) until the Closing Date, the aggregate amount of such Lender’s Term Loan Commitments at such time and (b) thereafter, the aggregate then outstanding principal amount of such Lender’s Term Loans.
 “ Aggregate Exposure Percentage ” shall mean, with respect to any Lender at any time, the ratio (expressed as a percentage) of such Lender’s Aggregate Exposure at such time to the Aggregate Exposure of all Lenders at such time.
 “ Agreement ” shall have the meaning set forth in the first paragraph hereof.
 “ Air Carrier Entity ” shall mean Borrower and each other Guarantor that owns or operates Aircraft included in the Collateral and holds an air carrier operating certificate issued pursuant to Part 135 of the FAA Regulations, or which may operate as an air carrier by certification or otherwise under any successor or substitute provisions therefor or in the absence thereof.
 “ Aircraft ” shall mean any contrivance invented, used, or designed to navigate, or fly in, the air, including, without duplication, the airframes related thereto.
 “ Airport Authority ” shall mean any city or any public or private board or other body or organization chartered or otherwise established for the purpose of administering, operating or managing airports or related facilities, which in each case is an owner, administrator, operator or manager of one or more airports or related facilities.
 2

 “ Alternate Base Rate ” shall mean, for any day, a rate per annum equal to the greatest of (a) the Prime Rate in effect on such day and (b) the NYFRB Rate in effect on such day plus ½ of 1%. For the avoidance of doubt, if the Alternate Base Rate as determined pursuant to the foregoing would be less than 1.00%, such rate shall be deemed to be 1.00% for purposes of this Agreement.
 “ Anti-Corruption Laws ” shall mean all applicable anti-corruption and anti-bribery laws, rules and regulations of any jurisdiction from time to time, including, without limitation, the U.S. Foreign Corrupt Practices Act of 1977, as amended.
 “ Anti-Money Laundering Laws ” shall mean any and all laws, rules and regulations of any jurisdiction applicable to Borrower or its Subsidiaries or Affiliates from time to time concerning or relating to terrorism financing, money laundering or any predicate crime to money laundering, including, without limitation, any applicable provision of the Patriot Act and The Currency and Foreign Transactions Reporting Act (also known as the “Bank Secrecy Act,” 31 U.S.C. §§ 5311-5330 and 12 U.S.C. §§ 1818(s), 1820(b) and 1951-1959).
 “ Appliance ” shall mean any instrument, equipment, apparatus, part, appurtenance, or accessory used, capable of being used, or intended to be used, in operating or controlling Aircraft in flight, including a parachute, communication equipment, and another mechanism installed in or attached to an Aircraft during flight, and not a part of an Aircraft or Engine.
 “ Applicable Rate ” shall mean a rate of 12% per annum (calculated on the basis of a 360 day year for the actual number of days elapsed and compounded quarterly). Notwithstanding anything to the contrary in this Agreement or any other Loan Document, the Loan Documents shall not require the payment or permit the collection of interest in excess of the maximum interest permitted by applicable law.
 “ Approved Electronic Platform ” shall have the meaning given to such term in Section 5.01 .
 “ Approved Fund ” shall have the meaning given to such term in Section 10.02(b) .
 “ Assignment and Acceptance ” shall mean an assignment and acceptance entered into by a Lender and an assignee (with the consent of any party whose consent is required by Section 10.02 ), and accepted by the Administrative Agent, substantially in the form of Exhibit A .
 “ Assignor ” shall have the meaning given to such term in Section 10.02(h) .
 “ Aviation Authorities ” shall mean (a) the FAA and/or (b) in respect of any Aircraft included in the Collateral and which is registered in a jurisdiction other than the United States, the Governmental Authority which, from time to time, has control or supervision of civil aviation in such jurisdiction.
 “ Bail-In Action ” shall mean the exercise of any Write-Down and Conversion Powers by the applicable Resolution Authority in respect of any liability of an Affected Financial Institution.
 “ Bail-In Legislation ” shall mean (a) with respect to any EEA Member Country implementing Article 55 of Directive 2014/59/EU of the European Parliament and of the Council of the European Union, the implementing law, regulation rule or requirement for such EEA Member Country from time to time which is described in the EU Bail-In Legislation Schedule and (b) with respect to the United Kingdom, Part I of the United Kingdom Banking Act 2009 (as amended from time to time) and any other law, regulation or rule applicable in the United Kingdom relating to the resolution of unsound
 3

 or failing banks, investment firms or other financial institutions or their affiliates (other than through liquidation, administration or other insolvency proceedings).
 “ Bank Levy ” shall mean any amount payable by any Loan Party or any of its Affiliates on the basis of, or in relation to its balance sheet or capital base or any part of that person or its liabilities or minimum regulatory capital or any combination thereof (including the United Kingdom bank levy as set out in the Finance Act 2011 (as amended), the French taxe pour le financement du fonds de soutien aux collectivités territoriales as set out in Article 235 ter ZE bis of the French Tax Code, the German bank levy as set out in the German Restructuring Fund Act 2010 (Restrukturierungsfondsgesetz), the Dutch bankenbelasting as set out in the Dutch bank levy act (Wet bankenbelasting), the Austrian bank levy as set out in the Austrian Stability Duty Act (Stabilitätsgesetz), the Spanish bank levy (Impuesto sobre los Depósitos en las Entidades de Crédito) as set out in the Law 16/2012 of 27 December 2012, the Swedish bank levy as set out in the Swedish Precautionary Support Act (Sw. lag (2015:1017) (om förebyggande statligt stöd till kreditinstitut) (as amended)) and any other levy or tax in any jurisdiction levied on a similar basis or for a similar purpose which has been enacted or which has been formally announced as proposed as of the date of this Agreement or (if applicable), in respect of a new Lender, as of the date that new Lender becomes a Lender pursuant to this Agreement).
 “ Bankruptcy Code ” shall mean Title 11 of the United States Code (11 U.S.C. § 101 et seq.), as it has been, or may be, amended, from time to time.
 “ Bankruptcy Event ” shall mean, with respect to any Person, such Person becomes the subject of a bankruptcy or insolvency proceeding (including any creditor contest ( concurso de acreedores or concurso preventivo )), or initiates or institutes a process to reach a pre-bankruptcy or pre-insolvency process with its creditors the effects of which could, in the reasonable determination of the Required Lenders, have effects similar to those of bankruptcy or insolvency proceedings, or has had a receiver, conservator, trustee, administrator, custodian, assignee or supervisor for the benefit of creditors or similar Person charged with the reorganization or liquidation of its business appointed for it, or, in the good faith determination of the Required Lenders, has taken any action in furtherance of, or indicating its consent to, approval of, or acquiescence in, any such proceeding or appointment; provided that a Bankruptcy Event shall not result solely by virtue of any ownership interest, or the acquisition of any ownership interest, in such Person by a Governmental Authority or instrumentality thereof; provided , further , that such ownership interest does not result in or provide such Person with immunity from the jurisdiction of courts within the United States or from the enforcement of judgments or writs of attachment on its assets or permit such Person (or such Governmental Authority or instrumentality) to reject, repudiate, disavow or disaffirm any contracts or agreements made by such Person.
 “ Beneficial Ownership Certification ” shall mean a customary certification regarding beneficial ownership or control of the Borrower required by the Beneficial Ownership Regulation.
 “ Beneficial Ownership Regulation ” shall have the meaning set forth in Section 10.13 .
 “ Benefit Plan ” shall mean any U.S. Benefit Plan, any Non-U.S. Government Scheme or Arrangement or any Non-U.S. Plan, in each case, established, maintained or contributed to by any Loan Party or with respect to which any Loan Party has any liability, contingent or otherwise, including on account of any ERISA Affiliate.
 “ Board of Directors ” shall mean (a) with respect to a corporation, the board of directors of the corporation or any committee thereof duly authorized to act on behalf of such board; (b) with respect to a partnership, the Board of Directors of the general partner of the partnership; (c) with respect to a limited liability company, the managing member or members, manager or managers or any
 4

 controlling committee of managing members or managers thereof; and (d) with respect to any other Person, the board, committee or administrator of such Person serving a similar function.
 “ Borrower ” shall have the meaning set forth in the first paragraph of this Agreement.
 “ Borrower Materials ” shall have the meaning given to such term in Section 5.01 .
 “ Borrowing ” shall mean the incurrence, conversion or continuation of the applicable Term Loans on a single date.
 “ Business Day ” shall mean any day other than a Saturday, Sunday or other day on which commercial banks in New York City or London are authorized or required by law to remain closed.
 “ Capital Lease Obligation ” shall mean, at the time any determination is to be made, the amount of the liability in respect of a capital or finance lease that would at that time be required to be capitalized and reflected as a liability on a balance sheet prepared in accordance with GAAP, and the Stated Maturity thereof shall be the date of the last payment of rent or any other amount due under such lease prior to the first date upon which such lease may be prepaid by the lessee without payment of a penalty.
 “ Capital Stock ” shall mean:
 (1)    in the case of a corporation, corporate stock;
 (2)    in the case of an association or business entity or exempted company or private limited company, any and all shares, interests, participations, rights or other equivalents (however designated) of corporate stock;
 (3)    in the case of a partnership or limited liability company, partnership interests (whether general or limited) or membership interests; and
 (4)    any other interest or participation that confers on a Person the right to receive a share of the profits and losses of, or distributions of assets of, the issuing Person, but excluding from all of the foregoing any debt securities convertible into Capital Stock, whether or not such debt securities include any right of participation with Capital Stock.
 “ Cash Equivalents ” shall mean each of the following:
 (a)    direct obligations of, or obligations the principal of and interest on which are unconditionally guaranteed by an Acceptable Nation, in each case maturing within one (1) year from the date of acquisition thereof;
 (b)    each Acceptable Letter of Credit;
 (c)    investments in commercial paper maturing within 365 days from the date of acquisition thereof and having, at such date of acquisition, a rating of at least A-2 (or the equivalent thereof) from S&P or P-2 (or the equivalent thereof) from Moody’s;
 (d)    investments in certificates of deposit (including investments made through an intermediary, such as the certificated deposit account registry service), banker’s acceptances, time deposits, eurodollar time deposits and overnight bank deposits maturing within one (1) year from the date of acquisition thereof issued or guaranteed by
 5

 or placed with, and money market deposit accounts issued or offered by, (i) any domestic office of any commercial bank of recognized standing organized under the laws of the United States or any State thereof that has a combined capital and surplus and undivided profits of not less than $250.0 million or (ii) an Acceptable Bank;
 (e)    fully collateralized repurchase agreements with a term of not more than six (6) months for underlying securities that would otherwise be eligible for investment;
 (f)    investments in money in an investment company registered under the Investment Company Act of 1940, as amended, or in pooled accounts or funds offered through mutual funds, investment advisors, banks and brokerage houses which invest its assets in obligations of the type described in clauses (a) through (e) above. This could include, but not be limited to, money market funds or short-term and intermediate bonds funds;
 (g)    money market funds that (i) comply with the criteria set forth in SEC Rule 2a-7 under the Investment Company Act of 1940, as amended, (ii) are rated AAA (or the equivalent thereof) by S&P and Aaa (or the equivalent thereof) by Moody’s and (iii) have portfolio assets of at least $5.0 billion;
 (h)    securities with maturities of one (1) year or less from the date of acquisition issued or fully guaranteed by any state, commonwealth or territory of the United States, by any political subdivision or taxing authority of any such state, commonwealth or territory or by any foreign government, the securities of which state, commonwealth, territory, political subdivision, taxing authority or foreign government (as the case may be) are rated at least A- by S&P or A3 by Moody’s;
 (i)    any other securities or pools of securities that are classified under GAAP as Cash Equivalents or short-term investments on a balance sheet;
 (j)    instruments or investments denominated in any currency that have a comparable tenor and credit quality to those referred to above (as determined by the Borrower in good faith) and (x) are customarily utilized in the countries in which such instrument is used or investment is made or (y) are consistent with the cash management practices of the Borrower (as determined by Borrower in good faith).
 “ Cash Flow Statement ” has the meaning set forth in Section 5.01(a) .
 “ Change in Law ” shall mean, after the Closing Date, (a) the adoption or taking effect of any law, rule, regulation or treaty, (b) any change in any law, rule, regulation or treaty or in the administration, interpretation, implementation or application thereof by any Governmental Authority or (c) the making or issuance of any request, rule, guideline or directive (whether or not having the force of law) by any Governmental Authority; provided that notwithstanding anything herein to the contrary, (x) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (y) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be a “Change in Law”, regardless of the date enacted, adopted or issued.
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 “ Change of Control ” shall mean the occurrence of one or more of the following events: the consummation of any transaction (including, without limitation, by merger, consolidation, acquisition or any other means) as a result of which any “person” or “group” other than the Permitted Holders (i) is or becomes the “beneficial owner,” directly or indirectly, of more than 50% of the total Voting Power of Borrower or (ii) acquires the right or the ability, by voting power, contract or otherwise, to elect or designate for election at least a majority of the board of directors of the Borrower; provided that, notwithstanding the forgoing or anything to the contrary, no “Change of Control” shall have occurred (a) as a result of any transaction where all of the Voting Power of Borrower outstanding immediately prior to such transaction is converted into, or exchanged for, at least a majority of the outstanding Voting Power of a Person (including any “person”) and the Permitted Holders retain the ability to elect or designate for election at least a majority of the board of directors of such Person and such Person will become the “beneficial owner” of 100% of the total Voting Power of Borrower or Borrower’s successor in interest pursuant to Section 6.09 after the consummation of such transaction (such Person, a “ Permitted ParentCo ”) or (b) if, after giving effect to any such transaction, Delta continues to own at least 50% of the common stock of the Borrower (or a Permitted ParentCo) that Delta acquired pursuant to the Equity Transaction (or of a Permitted ParentCo that Delta acquired in exchange for common stock of the Borrower); provided , further , that, for purposes of this “Change of Control” definition, (x) if any “person” or “group” includes one or more Permitted Holders and such Permitted Holders constitute more than 50% of the Voting Power of such person or “group,” the Voting Power of Borrower owned, directly or indirectly, by any Permitted Holders that are part of such “person” or “group” shall not be treated as being beneficially owned by such “person” or “group” or any other member of such “group” for purposes of determining whether clause (i) of this definition has been triggered and (y) the terms “person,” “group” and “beneficial owner” shall have the meanings ascribed to them when such terms are used pursuant to Sections 13(d), Section 14(d) and Rule 13d-3 of the Exchange Act, respectively.
 “ CK Wheels ” shall mean CK Wheels LLC.
 “ Claims ” shall have the meaning set forth in Section 10.21 .
 “ Class ” when used in reference to any Term Loan or Borrowing, shall refer to whether such Term Loan, or the Term Loans comprising such Borrowing are Term Loans or Incremental Term Loans designated as a separate Class in the applicable Increase Joinder or other incremental amendment.
 “ Closing Date ” shall mean the date on which this Agreement has been executed and the conditions precedent set forth in Section 4.01 have been satisfied or waived.
 “ Code ” shall mean the U.S. Internal Revenue Code of 1986, as amended from time to time.
 “ Collateral ” shall have the meaning given such term in the Existing Credit Agreement as in effect on the date hereof.
 “ Consolidated Total Assets ” shall mean, as of any date of determination, the sum of the amounts that would appear on a consolidated balance sheet of Borrower and its consolidated Subsidiaries as the total assets of Borrower and its consolidated Subsidiaries in accordance with GAAP.
 “ Copyrights ” means any and all of the following: (i) copyright rights in any work subject to the copyright laws of the United States or any other country, whether or not the underlying works of authorship have been published and whether as author, assignee, transferee or otherwise, including any and all copyrights in Software (as defined in the UCC) and databases, any and all design rights, any and all Mask Works (as defined in 17 U.S.C. 901 of the U.S. Copyright Act) and any and all works of
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 authorship; and (ii) registrations and applications for registration of any such copyright in the United States or any other country, including registrations, supplemental registrations and pending applications for registration in the United States Copyright Office and/or any other equivalent intellectual property agency or office in any foreign country and the right to obtain all renewals, extensions, supplements, reversions, reissues and continuations thereof.
 “ Corresponding Debt ” shall have the meaning given to such term in Section 10.18 .
 “ Cox ” means Cox Investment Holdings, LLC.
 “ Credit Parties ” shall have the meaning given to such term in Section 10.16 .
 “ Currency ” shall mean miles, points and/or other units that are a medium of exchange constituting a convertible, virtual and private currency that is tradeable property and that can be sold or issued to persons.
 “ Currency Agreement ” shall mean any foreign exchange contract, currency swap agreement or other similar agreement or arrangement.
 “ Default ” shall mean any event that, unless cured or waived, is, or with the passage of time or the giving of notice or both would be, an Event of Default.
 “ Delta ” shall mean Delta Air Lines, Inc., a Delaware corporation.
 “ Designated Guarantor ” shall have the meaning assigned to such term in Section 5.12(b) .
 “ Disposition ” shall mean, with respect to any property, any sale (including conditional sale), lease, license, sale and leaseback, conveyance, transfer or other disposition thereof (including by means of a Restricted Payment or an Investment). The terms “Dispose”, “Disposes” and “Disposed of” shall have correlative meanings.
 “ Disqualified Lender ” shall mean (a) (i) any Person jointly designated as of the Closing Date as a Disqualified Lender by the Lenders and the Borrower and (ii) any U.S. certificated air carrier that provides scheduled or chartered commercial air transportation of passengers or cargo, any non-U.S. certificated air carrier that operates at least twenty-eight (28) flights per week to the U.S. and is not then a joint venture partner of Delta and any Affiliates of any of the foregoing; provided that with respect to this clause (ii) the Administrative Agent may ask Delta for confirmation as to whether any potential Lender would be a Disqualified Lender under this clause (a)(ii) or (b) any Person that is a competitor of Borrower or its Subsidiaries or an Affiliate of such competitor to the extent that such competitor is separately identified in writing by Borrower to the Administrative Agent for distribution to the Lenders.
 “ Disqualified Stock ” shall mean any Capital Stock that, by its terms (or by the terms of any security into which it is convertible, or for which it is exchangeable, in each case at the option of the holder of the Capital Stock), or upon the happening of any event, matures or is mandatorily redeemable, pursuant to a sinking fund obligation or otherwise (other than as a result of a change of control or asset sale), is convertible or exchangeable for Indebtedness or Disqualified Stock, or is redeemable at the option of the holder of the Capital Stock, in whole or in part (other than as a result of a change of control or asset sale), on or prior to the date that is 91 days after the Latest Maturity Date then in effect. Notwithstanding the preceding sentence, any Capital Stock that would constitute Disqualified Stock solely because the holders of the Capital Stock have the right to require Borrower to repurchase such Capital Stock upon the occurrence of a change of control or an asset sale will not constitute Disqualified Stock if the terms of such Capital Stock provide that Borrower may not repurchase or redeem any such
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 Capital Stock pursuant to such provisions unless such repurchase or redemption complies with Section 6.01 hereof. In addition, for the avoidance of doubt and notwithstanding the first sentence of this “Disqualified Stock” definition, “Disqualified Stock” shall not include any shares of common stock of the Borrower issuable upon the achievement of share price thresholds of the common stock of the Borrower of $2,500.00, $3,000.00 and $3,500.00, respectively as set forth in that certain Agreement and Plan of Merger dated as of February 1, 2021 (the “ Merger Agreement ”) by and among Aspirational Consumer Lifestyle Corp., a Cayman Islands exempted company (“ ASPL ”), Wheels Up Partners Holdings LLC, a Delaware limited liability company (“ Wheels Up ”), KittyHawk Merger Sub LLC, a Delaware limited liability corporation and a direct wholly owned subsidiary of ASPL, Wheels Up Blocker Sub LLC, a Delaware limited liability company and a direct wholly owned subsidiary of ASPL (“ Blocker Sub ”), the Blocker Merger Subs (as defined in the Merger Agreement) and the Blockers (as defined in the Merger Agreement) (the “ SPAC Merger Shares ”). The amount of Disqualified Stock deemed to be outstanding at any time for purposes of this Agreement will be the maximum amount that Borrower and its Subsidiaries may become obligated to pay upon the maturity of, or pursuant to any mandatory redemption provisions of, such Disqualified Stock, exclusive of accrued dividends.
 “ Dollar Equivalent ” means, at any time, (a) with respect to any amount denominated in Dollars, such amount and (b) with respect to any amount denominated in any other currency, the equivalent amount thereof in Dollars as determined in accordance with Section 1.06 hereof.
 “ Dollars ” and “$” shall mean lawful money of the United States of America.
 “ DOT ” shall mean the U.S. Department of Transportation and any successor thereto.
 “ EEA Financial Institution ” shall mean (a) any credit institution or investment firm established in any EEA Member Country which is subject to the supervision of an EEA Resolution Authority, (b) any entity established in an EEA Member Country which is the parent of an institution described in clause (a) of this definition, or (c) any financial institution established in an EEA Member Country which is a subsidiary of an institution described in clauses (a) or (b) of this definition and is subject to consolidated supervision with its parent.
 “ EEA Member Country ” shall mean any of the member states of the European Union, Iceland, Liechtenstein, and Norway.
 “ EEA Resolution Authority ” shall mean any public administrative authority or any person entrusted with public administrative authority of any EEA Member Country (including any delegee) having responsibility for the resolution of any EEA Financial Institution.
 “ EETC ” shall mean the facility evidenced by the First Lien Documents (as defined in the EETC Intercreditor).
 “ EETC Collateral ” shall mean the Collateral (as defined in the EETC Intercreditor).
 “ EETC Documentation ” shall mean the First Lien Documents (as defined in the EETC Intercreditor) and the EETC Intercreditor, as in effect on the Closing Date (or as amended with the consent of the Required Lenders), and including for the avoidance of doubt such supplements, releases and other modifications to add and release Collateral (as defined in the EETC Intercreditor) where expressly permitted or required under such First Lien Documents.
 “ EETC Intercreditor ” shall mean that certain Second Amended and Restated Intercreditor Agreement, dated as of May 21, 2026, by and among Delta, Wheels Up Class A-1 Loan Trust 2024-1, a
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 statutory trust formed and existing under the laws of Delaware, Wheels Up Class B-1 Loan Trust 2024-1, a statutory trust formed and existing under the laws of Delaware, each as borrower and noteholder under the applicable first lien documents (as defined therein), the Borrower, Wheels Up Partners LLC, a Delaware limited liability company, as the owner, the other grantors from time to time party thereto, Wilmington Trust, National Association, as first lien agent and as first lien security agent, and U.S. Bank Trust Company, N.A., as second lien agent and as second lien security agent, as amended, restated, modified, supplemented, extended or amended and restated from time to time.
 “ EETC Liquidity Reserve Account ” shall have the meaning given to such term in the EETC Intercreditor.
 “ EETC Obligations ” shall mean the First Lien Obligations (as defined in the EETC Intercreditor).
 “ EETC Secured Parties ” shall mean the Second Lien Secured Parties (as defined in the EETC Intercreditor).
 “ Electronic Signature ” shall mean an electronic sound, symbol, or process attached to, or associated with, a contract or other record and adopted by a Person with the intent to sign, authenticate or accept such contract or record.
 “ Eligible Assignee ” shall mean, (i) a Lender, or any Affiliate or Approved Fund of a Lender, (ii) any Person that meets the requirements to be an assignee under Section 10.02(b) (subject to receipt of such consents, if any, as may be required for the assignment of the applicable Term Loan and/or Term Loan Commitments to such Person under Section 10.02(b)(i)) and (iii) [reserved]; provided that (i) Eligible Assignee shall not include any Disqualified Lender and (ii) no Loan Party or any Affiliate (other than any Permitted Holder) of a Loan Party shall constitute an Eligible Assignee.
 “ English Loan Party ” means, individually and collectively as the context may require each Loan Party that is incorporated under the laws of England and Wales who is party to this Agreement or who becomes a party to this Agreement pursuant to a joinder agreement and their respective successors and assigns.
 “ Engine ” shall mean an engine used, or intended to be used, to propel an Aircraft, including a Part, appurtenance, and accessory of such Engine and any records relating to such Engine.
 “ Environmental Claim ” shall mean any written notice, claim, proceeding, notice of proceeding, investigation, demand, abatement order or other order or directive by any Person or Governmental Authority alleging or asserting liability with respect to any Loan Party or the property of such Loan Party, as the case may be, arising out of, based on, in connection with or resulting from (a) the actual or alleged presence, Release or threatened Release of any Hazardous Materials, (b) a violation of Environmental Law, or (c) any actual or alleged injury or threat of injury to human health or safety (solely to the extent related to exposure to Hazardous Materials), natural resources or the environment.
 “ Environmental Laws ” shall mean all applicable laws (including common law), statutes, rules, regulations, codes, ordinances, orders, decrees, judgments, injunctions or legally binding agreements issued, promulgated or entered into by or with any Governmental Authority, relating to the environment, pollution, human health and safety (solely to the extent related to exposure to Hazardous Materials), or natural resources.
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 “ Environmental Liability ” shall mean any liability (including any liability for damages, natural resource damage, costs of environmental investigation, remediation or monitoring or costs, fines or penalties) resulting from or based upon (a) a violation of Environmental Law, (b) the presence or the arrangement for disposal of any Hazardous Materials, (c) exposure to any Hazardous Materials, (d) the Release or threatened Release of any Hazardous Materials into the environment or (e) any contract, agreement, or lease pursuant to which liability is assumed or imposed with respect to any of the foregoing.
 “ Environmental Permit ” shall mean any permit, approval, identification number, license or other authorization required to be held by any Loan Party under any Environmental Law.
 “ Equity Interests ” shall mean Capital Stock and all warrants, options or other rights to acquire Capital Stock (but excluding any debt security that is convertible into, or exchangeable for, Capital Stock).
 “ Equity Transactions ” shall mean the transactions contemplated by the Investment Agreement.
 “ ERISA ” shall mean the Employee Retirement Income Security Act of 1974, as amended from time to time, and the rules and regulations promulgated thereunder.
 “ ERISA Affiliate ” shall mean any trade or business (whether or not incorporated) that, together with any Loan Party, is (i) treated as a single employer under Section 414(b) or (c) of the Code or, solely for purposes of Section 302 of ERISA and Section 412 of the Code, is treated as a single employer under Section 414 of the Code and (ii) under common control, within the meaning of Section 4001(a)(14) of ERISA.
 “ EU Bail-In Legislation Schedule ” shall mean the EU Bail-In Legislation Schedule published by the Loan Market Association (or any successor person), as in effect from time to time.
 “ Event of Default ” shall have the meaning given to such term in Section 7.01 .
 “ Event of Loss ” shall mean, with respect to any Collateral, any of the following events: (i) the destruction of or damage to such property that renders repair uneconomic or that renders such property permanently unfit for normal use; (ii) any damage or loss to or other circumstance with respect to such property that results in an insurance settlement with respect to such property on the basis of a total loss, or a constructive or arranged total loss; (iii) the confiscation or nationalization of, or requisition of title to such property by any Governmental Authority; (iv) the theft or disappearance of such property that shall have resulted in the loss of possession of such property by any Loan Party for a period in excess of 30 days; or (v) the seizure of, detention of or requisition for use of, such property by any Governmental Authority that shall have resulted in the loss of possession of such property by any Loan Party and such requisition for use shall have continued beyond the earlier of (A) 60 days and (B) the date of receipt of insurance or condemnation proceeds with respect thereto.
 An Event of Loss shall be deemed to have occurred:
 (a)    in the case of an actual total loss, at 12 midnight (London time) on the actual date the relevant Collateral was lost;
 (b)    in the case of any of the events described in paragraph (i) of the definition of “Event of Loss” above (other than an actual total loss), upon the date of occurrence of such destruction, damage or rendering unfit;
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 (c)    in the case of any of the events described in paragraph (ii) of the definition of “Event of Loss” above (other than an actual total loss), the date and time at which either a total loss is subsequently admitted by the insurers or a competent court or arbitration tribunal issues a judgment to the effect that a total loss has occurred;
 (e)    in the case of any of the events referred to in paragraph (iii) of the definition of “Event of Loss” above, upon the occurrence thereof; and
 (e)    in the case of any of the events referred to in paragraphs (iv) and (v) of the definition of Event of Loss above, upon the expiration of the period of time specified therein.
 Notwithstanding anything to the contrary in this definition, the “Event of Loss” definitions in any Aircraft mortgage covering such Collateral will apply thereto for the purposes of this Agreement.
 “ Exchange Act ” shall mean the Securities Exchange Act of 1934, as amended.
 “ Exchange Rate ” means, on any day, with respect to conversions from any Non-U.S. Currency to Dollars, (i) the rate of exchange for the purchase of Dollars with such Non-U.S. Currency last provided by Reuters on the Business Day (New York City time) immediately preceding the date of determination or (ii) if at the time of any such determination, no such rate pursuant to clause (i) is being provided, then (x) Administrative Agent, may use any reasonable method it deems applicable to determine such rate, and such determination shall be conclusive absent manifest error or (y) if such Exchange Rate is being determined by the Borrower for the purpose of determining compliance under Articles 6 or 7 , Borrower may, at its election, use any customary method that it reasonably determines in good faith is an appropriate substitute to determine such rate and shall promptly notify the Administrative Agent of such substitute. The Administrative Agent shall promptly provide Borrower with the then current Exchange Rate used by the Administrative Agent upon Borrower’s request therefor, and Borrower shall promptly provide the Administrative Agent with the then current Exchange Rate used by Borrower upon the Administrative Agent’s request therefor.
 “ Excluded Contributions ” shall mean net cash proceeds received by Borrower on or after the Closing Date from:
 (1)    contributions to its common equity capital (other than from any Subsidiary); or
 (2)    the sale (other than to a Subsidiary or to any management equity plan or stock option plan or any other management or employee benefit plan or agreement of Borrower or any Subsidiary) of Qualifying Equity Interests,
 in each case designated as Excluded Contributions pursuant to an Officer’s Certificate executed on or around the date such capital contributions are made or the date such Equity Interests are sold, as the case may be.
 “ Excluded Subsidiary ” shall mean any Subsidiary of Borrower (a) that is prohibited or restricted by applicable law, or regulation from being or becoming a Guarantor, (b) that is subject to any contract or other restrictions existing prior to the Closing Date or the date such entity is acquired by Borrower or a Subsidiary of Borrower, as applicable, that prohibits such Subsidiary from providing a Guarantee of the Obligations, (c) for which the Required Lenders agree that (i) the granting or maintenance of a Guarantee by such Subsidiary would result in material adverse tax consequences to the Borrower or any of its Subsidiaries or (ii) the burden or cost of providing a Guarantee outweighs, or is excessive in light of, the benefits afforded thereby, (d) that is a captive insurance company, special
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 purpose entity, securitization, receivables subsidiary or not-for-profit subsidiary, (e) that is not required to become a Guarantor pursuant to the Guaranty Principles and/or the Guarantee Limitations or (f) that is an Immaterial Subsidiary; provided , that “Excluded Subsidiary” shall not include any Designated Guarantor that becomes a Loan Party pursuant to Section 5.12 for as long as such Subsidiary remains a Designated Guarantor.
 “ Excluded Taxes ” shall mean, with respect to the Administrative Agent, any Lender or any other recipient of any payment to be made hereunder or under any Loan Document (collectively, “ Tax Indemnitees ”), (a) any Taxes based on (or measured by) net income (however denominated), franchise Taxes and branch profits or any similar Taxes, in each case, imposed (i) by the jurisdiction under the laws of which such recipient is organized or in which its principal office is located or, in the case of any Lender, in which its applicable lending office is located or (ii) that are Other Connection Taxes, (b) any withholding Tax that is attributable to such recipient’s failure to deliver the documentation to the extent required pursuant to Section 2.13(h) or Section 2.13(i) , (c) any withholding Tax that is imposed by reason of FATCA and (d) any U.S. federal withholding Taxes imposed on amounts payable to or for the account of such Lender with respect to an applicable interest in a Term Loan or Term Loan Commitment pursuant to a law in effect on the date on which (i) such Lender acquires such interest in the Term Loan or Term Loan Commitment (other than pursuant to an assignment request by the Borrower pursuant to Section 2.15(b)) or (ii) such Lender designates a new lending office, except, in each case, to the extent that, pursuant to Section 2.13 amounts with respect to such Taxes were payable to such Lender’s assignor immediately prior to such Lender became a party hereto or to such Lender immediately before it changed its lending office.
 “ Existing Credit Agreement ” shall mean that certain Credit Agreement (or, as applicable, the obligations thereunder), dated as of September 20, 2023 (as amended by that certain Amendment No. 1 to Credit Agreement, dated as of November 15, 2023, as further amended by Amendment No. 2 to Credit Agreement, dated as of November 13, 2024, as further amended by Amendment No. 3 thereto, dated as of April 30, 2025 and as further amended, restated or amended and restated from time to time) by and among the Borrower, the Guarantors from time to time party thereto, U.S. Bank Trust Company, N.A., not in its individual capacity but solely as administrative agent and collateral agent, and the lenders from time to time party thereto.
 “ Existing Letter of Credit Facilities ” shall mean, collectively, that certain (i) letter of credit issued by J.P. Morgan Chase & Co. for the benefit of 2135 Owner, LLC related to a Subsidiary of the Borrower’s leased real property located in Chamblee, Georgia, (ii) letter of credit issued by J.P. Morgan Chase & Co. for the benefit of Sequential Brands Group, Inc. related to a Subsidiary of the Borrower’s leased real property located in New York, New York and (iii) a letter of credit issued by J.P. Morgan Chase & Co. for the benefit of Michael Kors (USA), Inc., related to related to a Subsidiary of the Borrower’s leased real property located at 11 West 42nd Street in New York, New York.
 “ Extended Term Loan ” shall have the meaning given to such term in Section 2.23(a)(ii) .
 “ Extension Amendment ” shall have the meaning given to such term in Section 2.23(c) .
 “ FAA ” shall mean the Federal Aviation Administration of the United States of America and any successor thereto.
 “ FAA Regulations ” means the Federal Aviation Regulations issued or promulgated pursuant to part A of subtitle VII of title 49, United States Code from time to time.
 “ Facility Termination Date ” shall mean the Term Loan Maturity Date.
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 “ Fair Market Value ” shall mean the value that would be paid by a willing buyer to an unaffiliated willing seller in a transaction not involving distress or necessity of either party, determined in good faith by the board of directors or a Financial Officer of Borrower (unless otherwise provided in this Agreement); provided that the board of directors or Financial Officer of Borrower, as applicable, shall be permitted to consider the circumstances existing at such time (including, without limitation, economic or other conditions affecting the applicable air carrier industry generally and any relevant legal compulsion, judicial proceeding or administrative order or the possibility thereof) in determining such Fair Market Value in connection with such transaction; and provided , further , that nothing herein shall be construed as a limitation of the fiduciary duties of the board of directors of Borrower pursuant to applicable law.
 “ FATCA ” shall mean (a) Sections 1471 through 1474 of the Code or any associated regulations or other official guidance, as of the date of this Agreement, any amended or successor provisions that are substantively comparable thereto and not materially more onerous to comply with, any current or future regulations or official interpretations thereof; (b) any fiscal or regulatory legislation, rules or practices adopted pursuant to any intergovernmental agreement, treaty, law or convention among Governmental Authorities and implementing such Sections of the Code; and (c) any agreements entered into pursuant to Section 1471(b)(1) of the Code or pursuant to the implementation of anything referred to in paragraphs (a) or (b) above with the US Internal Revenue Service, the US government or any governmental or taxation authority in any other jurisdiction.
 “ Federal Funds Rate ” shall mean, for any day, the rate calculated by the NYFRB based on such day’s federal funds transactions by depositary institutions and published on the next succeeding Business Day by the NYFRB as the federal funds rate; provided that, if the Federal Funds Rate shall be less than zero, such rate shall be deemed to be zero for purposes of this Agreement.
 “ Federal Reserve Board ” shall mean the Board of Governors of the Federal Reserve System of the United States.
 “ Fees ” shall collectively mean, as applicable, the fees referred to in the Fee Letters.
 “ Fee Letters ” shall mean the Administrative Agent Fee Letter or any other fee letter executed in connection with this Agreement, as applicable.
 “ Financial Officer ” shall mean, with respect to any Person, the Chief Executive Officer, Chief Financial Officer or Treasurer or other similar officer or authorized person, in each case, with knowledge of the transactions contemplated by this Agreement, of such Person.
 “ First Currency ” shall have the meaning given to such term in Section 10.17 .
 “ Fitch ” shall mean Fitch, Inc., also known as Fitch Ratings, and its successors.
 “ Fuel Hedging Agreement ” shall mean any spot, forward or option fuel price protection agreements and other types of fuel hedging agreements or economically similar arrangements designed to protect against or manage exposure to fluctuations in fuel prices.
 “ Funds Flow Direction Letter ” shall mean that certain direction letter, dated as of the Closing Date, executed by the Borrower, which instructs the Administrative Agent as to the flow of loan proceeds on the Closing Date.
 “ GAAP ” shall mean generally accepted accounting principles in the U.S.
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 “ German Loan Party ” means, individually and collectively as the context may require each Loan Party that is organized under the laws of Germany, and each Person that is organized under the laws of Germany who is party or who becomes a party to this Agreement pursuant to a joinder agreement and their respective successors and assigns.
 “ Germany ” means the Federal Republic of Germany.
 “ Governmental Authority ” shall mean the government of the United States of America, United Kingdom, Germany, Italy or France and any other nation or any political subdivision thereof, whether state or local, and any agency, authority, instrumentality, regulatory body, court, central bank organization, or other entity exercising executive, legislative, judicial, taxing or regulatory powers or functions of or pertaining to government. Governmental Authority shall not include any Person in its capacity as an Airport Authority.
 “ Guarantee ” shall mean a guarantee (other than (a) by endorsement of negotiable instruments for collection or (b) customary contractual indemnities, in each case in the ordinary course of business), direct or indirect, in any manner including, without limitation, by way of a pledge of assets or through letters of credit or reimbursement agreements in respect thereof, of all or any part of any Indebtedness (whether arising by virtue of partnership arrangements, or by agreements to keep-well, to purchase assets, goods, securities or services, to take or pay or to maintain financial statement conditions).
 “ Guaranteed Obligations ” shall have the meaning given to such term in Section 9.01(a) .
 “ Guarantors ” shall mean, collectively, direct or indirect Subsidiary of Borrower (including any Designated Guarantor but excluding for the avoidance of doubt all Excluded Subsidiaries) that is either (i) party hereto on the Closing Date or (ii) becomes a party to the Guarantee contained in Article 9 by executing an Instrument of Assumption and Joinder.
 “ Guaranty Principles ” means the guarantee requirements under the “Guaranty and Security Principles” of the Existing Credit Agreement as in effect as of the date hereof as applicable to an unsecured facility, or as otherwise determined at the reasonable direction of the Required Lenders and agreed to in writing by the Loan Parties so affected.
 “ Guarantee Limitations ” includes the meaning of the term “German Guarantee Limitations” in Section 9.09 and “English Guarantee Limitations” in Section 9.10, as may be supplemented or modified from time to time in accordance with the terms thereof or otherwise at the direction of the Required Lenders and agreed to in writing by the Loan Parties so affected.
 “ Guaranty Obligations ” shall have the meaning given to such term in Section 9.01(a) .
 “ Hazardous Materials ” shall mean (a) all explosive or radioactive substances or wastes, (b) all hazardous or toxic substances or wastes, (c) all other pollutants, including petroleum, petroleum products, petroleum by-products, petroleum breakdown products, petroleum distillates, asbestos, asbestos containing materials, polychlorinated biphenyls, per- and polyfluoroalkyl substances, radon gas, and infectious or medical wastes and (d) all other substances or wastes of any nature that are regulated pursuant to, or would reasonably be expected to give rise to liability under any Environmental Law.
 “ Hedging Agreement ” shall mean any Interest Rate Agreement, any Currency Agreement, any Fuel Hedging Agreement and any other derivative or hedging contract, agreement, confirmation or other similar transaction or arrangement that is entered into by any Loan Party, including any commodity or equity exchange, swap, collar, cap, floor, adjustable strike cap, adjustable strike
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 corridor, cross-currency swap or forward rate agreement, spot or forward foreign currency or commodity purchase or sale, listed or over-the-counter option or similar derivative right related to any of the foregoing, non-deliverable forward or option, foreign currency swap agreement, currency exchange rate price hedging arrangement or other arrangement designed to protect against fluctuations in interest rates or currency exchange rates, commodity, currency or securities values, or any combination of the foregoing agreements or arrangements.
 “ Hedging Obligations ” shall mean obligations under or with respect to Hedging Agreements.
 “ Immaterial Subsidiary ” shall mean any Subsidiary that (a) did not, as of the last day of the most recently ended fiscal quarter of the Borrower, have assets with a value in excess of 2.5% of the Consolidated Total Assets or revenues representing in excess of 2.5% of total revenues of the Borrower and the Subsidiaries on a consolidated basis as of such date, and (b) taken together with all Immaterial Subsidiaries as of the last day of the most recently ended fiscal quarter of the Borrower, did not have assets with a value in excess of 5% of Consolidated Total Assets or revenues representing in excess of 5% of total revenues of the Borrower and the Subsidiaries on a consolidated basis as of such date. Notwithstanding the foregoing, no Subsidiary that is an obligor under any Material Indebtedness or with respect to the EETC Obligations or the Existing Credit Agreement shall be an Immaterial Subsidiary.
 “ Increase Effective Date ” shall have the meaning given to such term in Section 2.22(a) .
 “ Incremental Term Loan Commitment ” shall have the meaning given to such term in Section 2.22(a) .
 “ Incremental Term Loans ” shall have the meaning given to such term in Section 2.22(c) .
 “ Increase Joinder ” shall have the meaning given to such term in Section 2.22(c) .
 “ Indebtedness ” shall mean, with respect to any specified Person, any indebtedness of such Person (excluding deferred revenue related to memberships and future flight activity, accrued expenses and trade payables), whether or not contingent:
 (1)    in respect of borrowed money;
 (2)    evidenced by bonds, notes, debentures or similar instruments or letters of credit (or reimbursement agreements in respect thereof);
 (3)    in respect of banker’s acceptances;
 (4)    representing Capital Lease Obligations;
 (5)    representing the balance deferred and unpaid of the purchase price of any property or services due more than eighteen (18) months after such property is acquired or such services are completed, but excluding in any event trade payables arising in the ordinary course of business;
 (6)    representing any Hedging Obligations; or
 (7)    representing Disqualified Stock,
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 if and to the extent any of the preceding items (other than letters of credit and Hedging Obligations) would appear as a liability upon a balance sheet of the specified Person prepared in accordance with GAAP. In addition, the term “Indebtedness” includes all Indebtedness of others secured by a Lien on any asset of the specified Person (whether or not such Indebtedness is assumed by the specified Person) and, to the extent not otherwise included, the Guarantee by the specified Person of any Indebtedness of any other Person. Indebtedness shall be calculated without giving effect to the effects of GAAP to the extent such effects would otherwise increase or decrease an amount of Indebtedness for any purpose under this Agreement as a result of accounting for any embedded derivatives created by the terms of such Indebtedness.
 “ Indemnified Taxes ” shall mean Taxes (other than Excluded Taxes) imposed on or with respect to any payments made by or on account of any obligation of the Borrower or any Guarantor under this Agreement or any other Loan Document.
 “ Indemnitee ” shall have the meaning given to such term in Section 10.04(b) .
 “ Initial Term Loans ” shall mean as of the Closing Date, the Term Loans incurred by the Borrower on the Closing Date, in an amount not to exceed the aggregate amount of Term Loan Commitments as set forth on Schedule 1.01(a) attached hereto.
 “ International Loan Parties ” means, individually and collectively as the context may require, any German Loan Party and any Subsidiary of Borrower organized under the laws of a jurisdiction other than located in the U.S.
 “ Instrument of Assumption and Joinder ” shall mean that certain joinder agreement in the form of Exhibit C hereto.
 “ Intellectual Property ” means any and all intellectual property and similar proprietary rights of every kind and nature throughout the world, whether now owned or hereafter acquired, including any and all (i) inventions, designs, Software (as defined in the UCC), Patents, Copyrights, Trademarks, trade secrets, domain names, social media accounts, data, databases, confidential or proprietary technical and business information, know-how, show-how or other data or information and all related documentation, and (ii) registrations and applications for registrations of any of the foregoing.
 “ Intercompany Loan Subordination Agreement ” shall mean a subordination agreement among the Loan Parties and certain other Subsidiaries that are not Loan Parties substantially in the form delivered under the Existing Credit Agreement, as amended, restated, modified, supplemented, extended or amended and restated from time to time.
 “ Interest Payment Date ” shall mean the last day of each March, June, September and December and the Term Loan Maturity Date.
 “ Interest Rate Agreement ” shall mean any interest rate protection agreement, interest rate future agreement, interest rate option agreement, interest rate swap agreement, interest rate cap agreement, interest rate collar agreement, interest rate hedge agreement, option or future contract or other similar agreement or arrangement.
 “ Investments ” shall mean, with respect to any Person, all direct or indirect investments made from and after the Closing Date by such Person in other Persons (including Affiliates) in the forms of loans (including Guarantees), capital contributions or advances (but excluding advance payments and deposits for goods and services and similar advances to officers, employees and consultants made in the
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 ordinary course of business), purchases or other acquisitions for consideration of Indebtedness, Equity Interests or other securities of other Persons, together with all items that are or would be classified as investments on a balance sheet prepared in accordance with GAAP. If Borrower or any other Subsidiary sells or otherwise Disposes of any Equity Interests of any direct or indirect Subsidiary after the Closing Date such that, after giving effect to any such sale or Disposition, such Person is no longer a Subsidiary, Borrower will be deemed to have made an Investment on the date of any such sale or Disposition equal to the Fair Market Value of Borrower’s Investments in such Subsidiary that were not sold or Disposed of in an amount determined as provided in Section 6.01 hereof. Notwithstanding the foregoing, any Equity Interests retained by Borrower or any of its Subsidiaries after a Disposition or dividend of assets or Capital Stock of any Person in connection with any partial “spin-off” of a Subsidiary or similar transactions shall not be deemed to be an Investment. The acquisition by Borrower or any Subsidiary after the Closing Date of a Person that holds an Investment in a third Person will be deemed to be an Investment by Borrower or such Subsidiary in such third Person in an amount equal to the Fair Market Value of the Investments held by the acquired Person in such third Person in an amount determined as provided in Section 6.01 hereof. Except as otherwise provided in this Agreement, the amount of an Investment will be determined at the time the Investment is made and without giving effect to subsequent changes in value.
 “ Investment Agreement ” means that certain Investment and Investor Rights Agreement, dated as of September 20, 2023, among the Borrower, Delta, CK Opps I and Cox Enterprises, LLC (as amended, restated, modified, supplemented, extended or amended and restated from time to time).
 “ Junior Lien Indebtedness ” shall mean any Indebtedness incurred by a Loan Party that is secured by all or a portion of the Collateral on a junior lien basis to the Liens on the Collateral securing the “Obligations” under the Existing Credit Agreement, in each case, as further provided for thereunder.
 “ Latest Maturity Date ” shall mean, at any date of determination, the latest maturity or expiration date applicable to any Term Loan or Term Loan Commitment hereunder at such time.
 “ Legal Reservations ” shall mean:
 (a)     the principle that equitable remedies may be granted or refused at the discretion of a court, the limitation of enforcement by laws relating to insolvency, bankruptcy, liquidation, judicial management, reorganization, court schemes, moratoria, administration and other laws generally affecting the rights of creditors and similar principles or limitations under the laws of any applicable jurisdiction;
 (b)    the time barring of claims under applicable limitation laws, the possibility that an undertaking to assume liability for or indemnify a person against non-payment of stamp duty may be void and defenses of set-off or counterclaim and similar principles or limitations under the laws of any applicable jurisdiction;
 (c)    any general principles, reservations or qualifications, in each case as to matters of law as set out in any legal opinion delivered to the Administrative Agent in connection with any provision of any Loan Document;
 (d)    the principle that any additional interest imposed under any relevant agreement may be held to be unenforceable on the grounds that it is a penalty and thus void;
 (e)    [reserved];
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 (f)    the principle that a court may not give effect to an indemnity for legal costs incurred by an unsuccessful litigant;
 (g)    [reserved];
 (h)    [reserved];
 (i)    provisions of a contract being invalid or unenforceable for reasons of oppression or undue influence; and
 (j)    similar principles, rights and defenses under the laws of any relevant jurisdiction.
 “ Lenders ” shall have the meaning set forth in the first paragraph of this Agreement.
 “ Liabilities ” shall mean any losses, claims (including intraparty claims), demands, damages or liabilities of any kind.
 “ Lien ” shall mean, with respect to any asset, any mortgage, lien, license, pledge, charge, assignment or transfer for security purposes or other security interest or similar encumbrance of any kind in respect of such asset, whether or not filed, recorded or otherwise perfected under applicable law (but excluding any lease, sublease or use agreement or similar arrangement by any Loan Party described in clauses (g) or (h) of the definition of “Permitted Disposition”), including any conditional sale or other title retention agreement, any option or other agreement to sell or give a security interest in and any agreement to give any financing statement under the UCC (or equivalent statutes) of any jurisdiction.
 “ Loan Documents ” shall mean this Agreement, the Fee Letters, any Promissory Notes, the Intercompany Loan Subordination Agreement and any other instrument or agreement (which is designated as a Loan Document therein) executed and delivered by the Borrower or a Guarantor to the Administrative Agent or any Lender, in each case, as the same may be amended, restated, modified, supplemented, extended or amended and restated from time to time in accordance with the terms hereof.
 “ Loan Parties ” shall mean the Borrower and any Guarantor party hereto from time to time.
 “ Loan Request ” shall mean a request by the Borrower, executed by a Financial Officer of the Borrower, for a Term Loan in accordance with Section 2.02 in substantially the form of Exhibit B.
 “ Management Investors ” shall mean the officers, directors, managers, employees and members of management of the Borrower (or any Permitted ParentCo) and their immediate family members.
 “ Margin Stock ” shall have the meaning given to such term in Section 3.09(a) .
 “ Material Adverse Effect ” shall mean a material adverse effect on (a) the consolidated business, operations or financial condition of Borrower and its Subsidiaries, taken as a whole, (b) the validity or enforceability of any material Loan Documents or the material rights or remedies of the Administrative Agent and the Lenders thereunder or (c) the ability of the Loan Parties, collectively, to pay the Obligations or otherwise perform their material obligations under the Loan Documents.
 “ Material Intellectual Property ” shall mean any Intellectual Property owned by any Loan Party that is material to the operation of the business of the Loan Parties (when taken as a whole).
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 “ Material Indebtedness ” shall mean Indebtedness of the Borrower and/or Guarantors (other than the Term Loans) outstanding under the same agreement in a principal amount exceeding $5.0 million, including for the avoidance of doubt the Indebtedness under the EETC Documentation and the Existing Credit Agreement.
 “ Minimum Extension Condition ” shall have the meaning given to such term in Section 2.23(b) .
 “ MNPI ” shall mean material non-public information (within the meaning of the U.S. Federal, state or other applicable securities laws) with respect to the Loan Parties and their Affiliates or their securities.
 “ Moody’s ” shall mean Moody’s Investors Service, Inc. and its successors.
 “ Net Proceeds ” shall mean the aggregate cash and Cash Equivalents received by Borrower or any of its Subsidiaries in respect of any Disposition (including, without limitation, any cash or Cash Equivalents received in respect of or upon the sale or other disposition of any non-cash consideration received in any Disposition) or Recovery Event, net of: (a) the direct costs and expenses relating to such Disposition and incurred by Borrower or a Subsidiary (including the sale or disposition of such non-cash consideration) or any such Recovery Event, including, without limitation, legal, accounting and investment banking fees, and sales commissions, and any relocation expenses incurred as a result of the Disposition or Recovery Event, (b) any Taxes paid or payable as a result of the Disposition or Recovery Event, in each case, after taking into account any available tax credits or deductions; (c) any reserve for adjustment or indemnification obligations in respect of the sale price of such asset or assets established in accordance with GAAP and (d) any portion of the purchase price from a Disposition placed in escrow pursuant to the terms of such Disposition (either as a reserve for adjustment of the purchase price, or for satisfaction of indemnities in respect of such Disposition) until the termination of such escrow.
 “ Non-Extending Lender ” shall have the meaning given to such term in Section 10.08(f) .
 “ Non-U.S. Aviation Authority ” shall mean any non-U.S. governmental, quasi-governmental, regulatory or other agency, public corporation or private entity that exercises jurisdiction over the issuance or authorization to serve any non-U.S. point on any flights that any Loan Party is serving at any time and/or to conduct operations.
 “ Non-U.S. Currency ” shall mean any currency other than Dollars.
 “ Non-U.S. Government Scheme or Arrangement ” shall have the meaning given to such term in Section 3.15(e) .
 “ Non-U.S. Loan Party ” means any Loan Party incorporated in a jurisdiction outside of the United States, any State thereof or the District of Columbia.
 “ Non-U.S. person ” shall mean a person or entity that is not a U.S. person (as defined in Regulation S under the Securities Act), is not acquiring the Obligations for the account or benefit of a U.S. person and is acquiring the Obligations in an offshore transaction meeting the requirements of Regulation S.
 “ Non-U.S. Plan ” shall have the meaning given to such term in Section 3.15(e) .
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 “ Note Purchase Agreements ” shall mean, collectively, that certain (i) Note Purchase Agreement, dated as of November 13, 2024, by and among Wheels Up Partners LLC, Wheels Up Class A-1 Loan Trust 2024-1, and Wilmington Trust, National Association, as subordination agent, and (ii) Note Purchase Agreement, dated as of May 21, 2026, by and among Wheels Up Partners LLC, Wheels Up Class B-1 Loan Trust 2024-1, and Wilmington Trust, National Association, as subordination agent, in each case, as amended, restated, modified, supplemented, extended or amended and restated from time to time.
 “ NYFRB ” shall mean the Federal Reserve Bank of New York.
 “ NYFRB Rate ” shall mean, for any day, the greater of (a) the Federal Funds Rate in effect on such day and (b) the Overnight Bank Funding Rate in effect on such day (or for any day that is not a Business Day, for the immediately preceding Business Day); provided that if none of such rates are published for any day that is a Business Day, the term “NYFRB Rate” shall mean the rate for a federal funds transaction quoted at 11:00 a.m. on such day received by the Administrative Agent from a federal funds broker of recognized standing selected by it; provided , further , that if any of the aforesaid rates as so determined be less than zero, such rate shall be deemed to be zero for purposes of this Agreement.
 “ Obligations ” shall mean the unpaid principal of and interest on (including interest accruing after the maturity of the Term Loans and interest accruing after the filing of any petition of bankruptcy, or the commencement of any insolvency, reorganization or like proceeding, relating to the Borrower, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding), the Term Loans, whether direct or indirect, absolute or contingent, due or to become due, or now existing or hereafter incurred, which arise under this Agreement or any other Loan Document, whether on account of principal, interest, fees, indemnities, out-of-pocket costs, and expenses (including all fees, charges and disbursements of counsel to the Administrative Agent or any Lender that are required to be paid by the Borrower pursuant hereto) or otherwise.
 “ OFAC ” shall mean the U.S. Department of the Treasury’s Office of Foreign Assets Control.
 “ Officer ” shall mean, with respect to any Person, the Chairman of the Board (to the extent not determined to be independent under the applicable securities laws or the rules and regulations of any national securities exchange or inter-dealer quotation systems), the Chief Executive Officer, the President, any Director, the Chief Operating Officer, the Chief Financial Officer, the Treasurer, Chief Legal Officer, any Assistant Treasurer, the Controller, the Secretary or any Vice-President of such Person.
 “ Officer’s Certificate ” shall mean a certificate signed on behalf of Borrower by an Officer of Borrower.
 “ OID ” shall have the meaning given to such term in Section 2.27(c)(iii) .
 “ Other Connection Taxes ” shall mean, with respect to any Tax Indemnitee, any Taxes (including, for the avoidance of doubt, any Bank Levy) imposed as a result of a present or former connection between such Tax Indemnitee and the jurisdiction imposing such Taxes (other than a connection arising from such Tax Indemnitee’s having executed, delivered, enforced, become a party to, performed its obligations under, received payments under, received or perfected a security interest under, engaged in any other transaction pursuant to, or enforced, this Agreement or any Loan Document, or sold or assigned an interest in this Agreement or any Loan Document).
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 “ Other Taxes ” shall mean any and all present or future, court stamp, stamp, mortgage, intangible, recording, filing, or documentary taxes or any other similar, charges or similar levies arising from any payment made hereunder or from the execution, performance, delivery, registration of or enforcement of, the receipt or perfection of a security interest under, or otherwise with respect to, this Agreement or any other Loan Document, except any such Taxes that are Other Connection Taxes imposed with respect to an assignment (other than an assignment made pursuant to Section 2.15).
 “ Overnight Bank Funding Rate ” shall mean, for any day, the rate comprised of both overnight federal funds and overnight eurodollar transactions denominated in Dollars by U.S.-managed banking offices of depository institutions, as such composite rate shall be determined by the FRBNY as set forth its public website from time to time, and published on the next succeeding Business Day by the FRBNY as an overnight bank funding rate.
 “ Parallel Debt ” shall have the meaning given to such term in Section 10.18 .
 “ Participant ” shall have the meaning given to such term in Section 10.02(d) .
 “ Participant Register ” shall have the meaning given to such term in Section 10.02(d) .
 “ Parts ” shall mean all Appliances, parts, modules, accessories, furnishings and instruments, appurtenances and other equipment (including all inflight equipment, buyer-furnished and buyer-designated equipment) of whatever nature which may from time to time be incorporated or installed in or attached to any Aircraft or any Engine, and including all such parts removed from an Aircraft or Engine, so long as title thereto either remains vested in the owner of such Aircraft or Engine ( provided that such owner is not a Loan Party).
 “ Patents ” means any and all of the following: (i) patents of the United States or the equivalent thereof in any other country or jurisdiction, and all applications for patents of the United States or the equivalent thereof in any other country or jurisdiction (including any and all inventions and improvements claimed in any of the foregoing), and (ii) provisionals, reissues, extensions, continuations, divisions, continuations-in-part, reexaminations or revisions thereof, and the inventions, discoveries, improvements and designs disclosed or claimed therein, including the right to make, use, import and/or sell the inventions disclosed or claimed therein.
 “ Patriot Act ” shall mean the USA Patriot Act, Title III of Pub. L. 107-56, signed into law on October 26, 2001 and any subsequent legislation that amends or supplements such Act or any subsequent legislation that supersedes such Act.
 “ Payee ” shall have the meaning given to such term in Section 10.17 .
 “ Payment ” has the meaning assigned to it in Section 8.13(c ).
 “ Payment in Full ” shall mean, with respect to any obligations, that such obligations have been paid, performed or discharged in full in cash (and if no obligations are specified, the reference shall be to the Obligations). “ Paid in Full ” shall have a correlative meaning.
 “ Payment Notice ” has the meaning assigned to it in Section 8.13(c)(i) .
 “ Payor ” shall have the meaning given to such term in Section 10.17 .
 “ Permits ” shall have the meaning set forth in Section 3.02 .
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 “ Permitted Business ” shall mean any business that is the same as, or reasonably related, ancillary, supportive or complementary to, the business in which Borrower and its Subsidiaries are engaged on the date of this Agreement.
 “ Permitted Debt ” shall mean:
 (a)    (i) Indebtedness of the Loan Parties under this Agreement or the Existing Credit Agreement and (ii) any Permitted Refinancing Indebtedness in respect of any Indebtedness incurred pursuant to clause (a)(i) (or any successive Permitted Refinancing Indebtedness);
 (b)    (i) any other third-party funded Indebtedness of the Loan Parties that is secured by all or a portion of the Collateral on a pari passu basis with the obligations under the Existing Credit Agreement (assuming such obligations remain outstanding); provided that (1) after giving Pro Forma Effect to the issuance or incurrence of any such Indebtedness, the aggregate principal amount of the sum of all Indebtedness permitted under this clause (b) (including, in each case, without duplication of any outstanding principal amounts, the amount of any unfunded commitments under a revolving credit facility as of such date) would not exceed $1.0 million and (ii) any Permitted Refinancing Indebtedness in respect of any Indebtedness incurred pursuant to clause (b)(i) (and any successive Permitted Refinancing Indebtedness) that is secured as permitted under the Existing Credit Agreement as in effect on the date hereof; and
 (c)    the EETC Obligations to the extent constituting Indebtedness existing on the Closing Date (including any make-whole amounts or any other prepayment, fee or premium) plus an additional amount such that the aggregate amount of EETC Obligations permitted under this clause (c) from time to time shall not exceed $400,000,000 (including Permitted Refinancing Indebtedness in respect thereof).
 “ Permitted Disposition ” shall mean any of the following:
 (a)     Disposition of cash or Cash Equivalents in exchange for other cash or Cash Equivalents;
 (b)    (i) Dispositions of accounts receivable, inventory or other current assets (including defaulted receivables) in the ordinary course of business or consistent with past or industry practice and (ii) the conversion of accounts receivable to notes receivable or other Dispositions of accounts receivable or rights to payment in connection with the collection or compromise thereof, or as part of any bankruptcy or reorganization process (including any discount or forgiveness in connection with the foregoing);
 (c)    sales or other Dispositions of surplus, obsolete, negligible or uneconomical assets no longer used in the business of the Borrower and the other Loan Parties; provided that any such sale or disposition, as applicable, is made in the ordinary course of business consistent with past practices and does not materially and adversely affect the business of Borrower and its Subsidiaries, taken as a whole;
 (d)    Dispositions of assets among the Loan Parties (including any Person that shall become a Loan Party simultaneous with such Disposition in the manner contemplated by Section 5.12 );
 (e)    [reserved];
 (f)    [reserved];
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 (g)    [reserved];
 (h)    the lease or sublease of assets and properties in the ordinary course of business;
 (i)    sales of Equity Interests in Subsidiaries to comply with local regulatory requirements;
 (j)    [reserved];
 (k)    in each case, in the ordinary course of business, in connection with any termination or amendment of (i) leases, subleases, use or license agreements and (ii) agreements, arrangements or balances between and among Borrower and its Subsidiaries (including paying, transferring, contributing, forgiving or cancelling balances incurred pursuant to any such intercompany agreements or arrangements);
 (l)    in each case, in the ordinary course of business pursuant to intercompany agreements between and among Borrower and its Subsidiaries with respect to Aircraft, Engines, Spare Parts, Appliances or Parts;
 (m)    transactions that involve assets (other than “Aircraft Collateral” under the Existing Credit Agreement, unless permitted thereunder) having a Fair Market Value of less than $5.0 million during any 12-month period (such aggregate amount to be calculated on a cumulative basis from the Closing Date);
 (n)    any Disposition or other transaction permitted by Section 6.09(a) ;
 (o)    any Permitted Lien; and
 (p)    any Disposition of the EETC Collateral as permitted under the EETC Documentation.
 “ Permitted Holders ” shall mean any of (i) Delta, (ii) CK Wheels, (iii) Cox, (iv) the Lenders listed on Schedule 1 to Amendment No. 1 to the Existing Credit Agreement, (v) in each case, any of such Permitted Holder’s Affiliates and (vi) any Management Investors.
 “ Permitted Investments ” shall mean:
 (1)    any Investment in Borrower or in a Subsidiary of Borrower;
 (2)    any Investment in cash or Cash Equivalents;
 (3)    any Investment by Borrower or any Subsidiary of Borrower in a Person, if as a result of such Investment:
 (A)    such Person becomes a Subsidiary of Borrower; or
 (B)    such Person, in one transaction or a series of related and substantially concurrent transactions, is merged, consolidated or amalgamated with or into, or transfers or conveys substantially all of its assets to, or is liquidated into, Borrower or a Subsidiary of Borrower;
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 (4)    any Investment made as a result of the receipt of non-cash consideration from a Disposition of assets;
 (5)    any acquisition of assets or Capital Stock in exchange for the issuance of Qualifying Equity Interests;
 (6)    any Investments received in compromise or resolution of (A) obligations of trade creditors or customers that were incurred in the ordinary course of business of Borrower or any of its Subsidiaries, including pursuant to any plan of reorganization or similar arrangement upon the bankruptcy or insolvency of any trade creditor or customer or (B) litigation, arbitration or other disputes;
 (7)    Investments represented by Hedging Obligations;
 (8)    loans or advances (other than advances made in respect of payroll in the event of natural disaster or other employee assistance/relief programs) to employees made in the ordinary course of business of Borrower or any Subsidiary of Borrower in an aggregate principal amount not to exceed $1 million at any one time outstanding;
 (9)    prepayment of any Term Loans in accordance with the terms and conditions of this Agreement or prepayment of any other Permitted Debt or Permitted Refinancing Indebtedness;
 (10)    any Guarantee of Indebtedness other than a Guarantee of Indebtedness of an Affiliate of Borrower that is not a Subsidiary of Borrower;
 (11)    any Investment existing on, or made pursuant to binding commitments existing on, the Closing Date, as set forth on Schedule 1.01(e), and any Investment consisting of an extension, modification or renewal of any Investment existing on, or made pursuant to a binding commitment existing on, the Closing Date; provided that the amount of any such Investment may be increased (A) as required by the terms of such Investment as in existence on the Closing Date or (B) as otherwise permitted under this Agreement;
 (12)    Investments acquired after the Closing Date as a result of the acquisition by Borrower or any Subsidiary of Borrower of another Person, including by way of a merger, amalgamation or consolidation with or into Borrower or any of its Subsidiaries in a transaction that is not prohibited by Section 6.09 hereof after the Closing Date to the extent that such Investments were not made in contemplation of such acquisition, merger, amalgamation or consolidation and were in existence on the date of such acquisition, merger, amalgamation or consolidation;
 (13)    [reserved];
 (14)    Investments constituting (i) accounts receivable or accounts payable, (ii) deposits, prepayments and other credits to suppliers, and/or (iii) in the form of advances made to distributors, suppliers, licensors and licensees, in each case, made in the ordinary course of business and consistent with the past practices;
 (15)    Investments in connection with outsourcing initiatives in the ordinary course of business;
 (16)    Investments approved by the Board of Directors of the Borrower;
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 (17)    Investments in Subsidiaries as required under the laws of the jurisdiction of formation of each of such Subsidiaries to avoid liquidation under such laws;
 (18)    Investments in any Affiliate existing on the Closing Date as set forth on Schedule 1.01(e), and after the Closing Date, in an aggregate amount not to exceed $1 million at any one time outstanding for all such Investments made after the Closing Date; and
 (19)    Investments constituting the funding of (i) the EETC Liquidity Reserve Account in accordance with the EETC Documentation and (ii) the Cure Cash Collateral Account (as defined in the Note Purchase Agreements).
 “ Permitted Liens ” shall mean:
 (1)    (i) Liens securing the Indebtedness permitted by Section 6.02(a) (including the Existing Credit Agreement) and Related Obligations in respect thereof and (ii) senior Liens on the EETC Collateral securing the EETC Obligations permitted to be incurred under the definition of “Permitted Debt” and pursuant to Section 8.01(f) as permitted under the Existing Credit Agreement as in effect on the date hereof and senior Liens on the Temporary Non-EETC Aircraft (as defined in the Existing Credit Agreement) that are financed or refinanced under the EETC Documentation;
 (2)    Liens on the Collateral securing Junior Lien Indebtedness incurred pursuant to Section 6.02(b) (including, for the avoidance of doubt, Permitted Refinancing Indebtedness in respect thereof) and all other Related Obligations, in each case, subject to the terms and conditions required under the Existing Credit Agreement as in effect on the date hereof;
 (3)    Liens for Taxes, assessments or governmental charges or claims that are not yet delinquent or that are being contested in good faith by appropriate proceedings promptly instituted and diligently concluded; provided that any reserve or other appropriate provision as is required in conformity with GAAP has been made therefor;
 (4)    statutory or common law Liens of landlords, sublandlords, carriers, warehousemen, mechanics, materialmen, repairmen, construction contractors or other like Liens that secure amounts not overdue for a period of more than thirty (30) days or if more than thirty (30) days overdue, that are unfiled and no other action has been taken to enforce such Lien or that are being contested in good faith and by appropriate actions diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person to the extent required in accordance with GAAP;
 (5)    Liens arising by operation of law in connection with judgments, attachments or awards which do not, in the aggregate, constitute an Event of Default hereunder;
 (6)    Liens existing as the Closing Date and, to the extent securing Indebtedness listed on Schedule 6.05 hereto; and any modifications, replacements, renewals or extensions thereof; provided that (A) such modified, replacement, renewal or extension Lien does not extend to any additional property other than (1) after-acquired property that is affixed or incorporated into the property covered by such Lien and (2) proceeds and products thereof and (B) such modifications, replacement, renewal or extension does not increase the amount secured or change any direct or contingent obligor in respect thereof;
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 (7)    (A) any overdrafts and related liabilities arising from treasury, netting, depository and cash management services or in connection with any automated clearing house transfers of funds, in each case as it relates to cash or Cash Equivalents, if any, and (B) Liens arising by operation of law or that are contractual rights of set-off in favor of the depository bank or securities intermediary in respect of any account pledged in favor of the administrative agent or the collateral agent, as applicable, under the Existing Credit Agreement;
 (8)    licenses, sublicenses, leases and subleases by any Loan Party (other than as it relates to Intellectual Property) to the extent (A) such licenses, sublicenses, leases or subleases do not interfere in any material respect with the business of Borrower and its Subsidiaries, taken as a whole, would not result in a Material Adverse Effect or (B) otherwise expressly permitted by the Loan Documents;
 (9)    salvage or similar rights of insurers;
 (10)    pledges and deposits made in the ordinary course of business in compliance with workers’ compensation, unemployment insurance and other social security laws or regulations, or Liens in connection with workers’ compensation, unemployment insurance or other social security, old age pension or public liability obligations which are not delinquent or which are being contested in good faith by appropriate action and for which adequate reserves have been maintained in accordance with GAAP;
 (11)    customary rights of set-off and liens arising by operation of law or by the terms of documents or contracts of banks or other financial institutions in relation to the ordinary maintenance and administration of deposit accounts or securities, accounts including liens or rights of set-off arising under the general terms and conditions of banks with whom any group member maintains a banking relationship in the ordinary course of business and liens of group members under the German general terms and condition of banks and saving banks ( Allgemeine Geschäftsbedingungen der Banken und Sparkassen );
 (12)    non-exclusive licenses and sublicenses of Intellectual Property granted in the ordinary course of business and consistent with past practice that do not materially interfere with the ordinary conduct of the business of the Loan Parties;
 (13)    Liens incurred in the ordinary course of business of Borrower or any Subsidiary of Borrower with respect to obligations that do not exceed in the aggregate $1.0 million at any one time outstanding so long as such Liens are permitted under the Existing Credit Agreement as in effect on the date hereof;
 (14)    leases, subleases, interchanges, use agreements, and/or swap agreements constituting “Permitted Dispositions”;
 (15)    Liens securing cash collateral with respect to the Existing Letter of Credit Facilities, not to exceed $10 million;
 (16)    with respect to the assets covered by the Second Lien EETC Aircraft Mortgage, any “Permitted Liens” as defined therein;
 (17)    any security or quasi-security to be granted pursuant sections 22, 204 of the German Transformation Act (Umwandlungsgesetz) in favor of creditors as a consequence of a merger or conversion permitted under this Agreement;
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 (18)    easements, zoning restrictions, licenses, title restrictions, rights-of-way and similar encumbrances on real property imposed by law or incurred or granted by Borrower or any Subsidiary in the ordinary course of business that do not materially detract from the value of the affected property or materially interfere with the ordinary conduct of business of Borrower or any Subsidiary, taken as a whole;
 (19)    Liens disclosed by the title insurance policies or surveys delivered with respect to the Existing Credit Agreement; or
 (20)    Liens securing Indebtedness incurred pursuant to Section 6.02(h) in connection with the financing of the acquisition, lease, construction, design, repair, replacement or improvement of property (real or personal), equipment or other fixed or capital assets, in each case in the ordinary course of business.
 “ Permitted Refinancing Indebtedness ” shall mean any Indebtedness (or commitments in respect thereof) of Borrower or any of its Subsidiaries issued in exchange for, or the proceeds of which are used to renew, refund, extend, refinance, replace, defease or discharge other Indebtedness (the “ Refinanced Indebtedness ”) of Borrower or any of its Subsidiaries (other than intercompany Indebtedness); provided that the Required Lenders have consented to such renewal, refund, extension, refinancing, replacement, defeasance or discharge; provided , further , that (i) such Permitted Refinancing Indebtedness will be first offered by the Borrower to the existing Lenders on a pro rata basis based on their existing Term Loans, (ii) each Lender will respond to such offer within 10 Business Days and to the extent any Lender does not respond within such 10 Business Day period, such Lender shall be deemed to have declined the offer to participate and (iii) any declined amounts may be offered by the Borrower on a non-pro rata basis to any other Person reasonably satisfactory to the Required Lenders, including the Lenders who elect to participate in such Permitted Refinancing Indebtedness.
 “ Person ” shall mean any natural person, corporation, division of a corporation, partnership, limited liability company, trust, joint venture, association, company, estate, unincorporated organization, Airport Authority or Governmental Authority or any agency or political subdivision thereof.
 “ PIK Interest ” shall have the meaning set forth in Section 2.06(b) .
 “ Plan ” shall mean any of (a) an “employee benefit plan” (as defined in Section 3(3) of ERISA) that is subject to Title I of ERISA, (b) a “plan” as defined in and subject to Section 4975 of the Code and (c) any Person whose assets include (for purposes of the Plan Asset Regulations or otherwise for purposes of Title I of ERISA or Section 4975 of the Code) the assets of any such “employee benefit plan” or “plan”.
 “ Plan Asset Regulations ” shall mean 29 CFR § 2510.3-101 et seq., as modified by Section 3(42) of ERISA.
 “ Prime Rate ” shall mean the rate of interest last quoted by The Wall Street Journal as the “Prime Rate” in the U.S. or, if The Wall Street Journal ceases to quote such rate, the highest per annum interest rate published by the Federal Reserve Board in Federal Reserve Statistical Release H.15 (Selected Interest Rates) as the “bank prime loan” rate or, if such rate is no longer quoted therein, any similar rate quoted therein (as determined by the Administrative Agent) or any similar release by the Federal Reserve Board (as determined by the Administrative Agent). Each change in the Prime Rate shall be effective from and including the date such change is publicly announced or quoted as being effective.
 28

 “ Pro Forma Basis ,” “ Pro Forma Compliance ” and “ Pro Forma Effect ” means, in connection with determining whether any Disposition, Investment or other Restricted Payment, or repayment and/or incurrence of Indebtedness (each a “ Pro Forma Event ”) is permitted by reference to a financial metric, that such calculations shall be determined by Borrower in good faith after giving pro forma effect to each Pro Forma Event (and any transactions related thereto).
 “ Promissory Note ” shall have the meaning set forth in Section 2.08(e).
 “ PTE ” shall mean a prohibited transaction class exemption issued by the U.S. Department of Labor, as any such exemption may be amended from time to time.
 “ Public Lender ” shall have the meaning set forth in Section 5.01 .
 “ Qualifying Equity Interests ” shall mean Equity Interests of Borrower other than Disqualified Stock. For the avoidance of doubt “Qualifying Equity Interests” shall not include any SPAC Merger Shares.
 “ Real Estate ” shall mean, collectively, all right, title and interest (including any leasehold estate) in and to any and all parcels of or interests in real property owned in fee or leased by any Loan Party, whether by lease, license, or other means, together with, in each case, all easements, hereditaments and appurtenances relating thereto, all improvements and appurtenant fixtures and equipment, all general intangibles and contract rights and other property rights incidental to the ownership, lease or operation thereof.
 “ Recovery Event ” shall mean any settlement of or payment in respect of any property or casualty insurance claim or any condemnation proceeding in respect of any Collateral or any Event of Loss.
 “ Refinanced Term Loans ” shall have the meaning set forth in Section 2.25(a) .
 “ Refinancing Amendment ” shall mean an amendment to this Agreement executed by each of (a) the Borrower and the other Loan Parties, (b) the Administrative Agent and (c) each Lender that agrees to provide any portion of the Replacement Loans being incurred pursuant thereto, in accordance with Section 2.25 .
 “ Register ” shall have the meaning set forth in Section 10.02(b)(iv ).
 “ Related Obligations ” shall mean, with respect to any Indebtedness, any principal (including reimbursement obligations with respect to letters of credit whether or not drawn), interest (including interest accruing after the maturity of such Indebtedness and interest accruing after the filing of any petition of bankruptcy, or the commencement of any insolvency, reorganization or like proceeding, relating to the borrower or issuer thereof, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding), premium (if any), fees, indemnifications, reimbursements, expenses and other liabilities, in each case payable under the documentation governing such Indebtedness.
 “ Related Parties ” shall mean, with respect to any specified Person, such Person’s Affiliates and the respective directors, officers, partners, members, employees, agents and advisors of such Person and such Person’s Affiliates.
 “ Release ” shall mean spilling, leaking, pumping, pouring, emitting, emptying, discharging, migrating, injecting, escaping, leaching, dumping, or disposing of any Hazardous Material into the environment.
 29

 “Releasees” shall have the meaning set forth in Section 10.21 .
 “Releasors” shall have the meaning set forth in Section 10.21 .
 “ Replacement Loans ” shall have the meaning set forth in Section 2.25(a) .
 “ Required Class Lenders ” shall mean, with respect to any Class of Loans, the Lenders having more than 50% of all outstanding Term Loans and/or Term Loan Commitments, as applicable, of such Class; provided , that the Lenders with respect to the Initial Term Loans, if voting as a Class, shall vote according to the requirements of the definition of “Required Lenders” below.
 “ Required Lenders ” shall mean Delta, CK Wheels and Cox; provided that, each of Delta, CK Wheels and Cox, will constitute the Required Lenders only for so long as such Lender and its Affiliates holds the Term Loans and/or Term Loan Commitments, as applicable, in the same proportion as on the Closing Date and otherwise the “Required Lenders” shall be constituted by the Lenders holding a majority of the Term Loans and/or Term Loan Commitments, as applicable.
 “ Resolution Authority ” shall mean an EEA Resolution Authority or, with respect to any U.K. Financial Institution, a U.K. Resolution Authority.
 “ Restricted Investment ” shall mean an Investment other than a Permitted Investment.
 “ Restricted Payments ” shall have the meaning set forth in Section 6.01(a) .
 “ S&P ” shall mean S&P Global Ratings, and its successors.
 “ Sanctioned Country ” shall have the meaning given to such term in Section 3.16(b ).
 “ Sanctioned Person ” shall have the meaning given to such term in Section 3.16(b) .
 “ Sanctions ” shall have the meaning given to such term in Section 3.16(b) .
 “ Scheduled Maturity Date ” shall mean with respect to the Term Loan Facility, May 29, 2029.
 “ SEC ” shall mean the U.S. Securities and Exchange Commission.
 “ Second Lien EETC Aircraft Mortgage ” shall mean the Aircraft Mortgage and Security Agreement dated as of September 20, 2023 made by Wheels Up Partners LLC, as owner in favor of the collateral agent under the Existing Credit Agreement as mortgagee, as amended, amended and restated, modified or supplemented from time to time.
 “ Securities Act ” shall mean the Securities Act of 1933, as amended.
 “ Spare Parts ” shall mean all accessories, appurtenances or Parts of an Aircraft (except an Engine), Parts of an Engine, or Parts of an Appliance, in each case that are to be installed at a later time in an Aircraft, Engine or Appliance.
 “ Specified Jurisdiction ” shall mean the United States, any state of the United States, the District of Columbia, England and Wales, Germany or any other jurisdiction consented to by the Required Lenders.
 30

 “ Stated Maturity ” shall mean, with respect to any installment of interest or principal on any series of Indebtedness, the date on which the payment of interest or principal was scheduled to be paid in the documentation governing such Indebtedness as of the Closing Date, and will not include any contingent obligations to repay, redeem or repurchase any such interest or principal prior to the date originally scheduled for the payment thereof.
 “ Statement of Equity ” shall have the meaning given to such term in Section 5.01(a ).
 “ Statement of Loss (Gain) ” shall have the meaning given to such term in Section 5.01(a) .
 “ Statement of Operations ” shall have the meaning given to such term in Section 5.01(a ).
 “ Subject Company ” shall have the meaning set forth in Section 6.09(a) .
 “ Subsidiary ” shall mean, in respect of any specified Person, any corporation, association, partnership or other business entity of which more than 50% of the total Voting Power of shares of Capital Stock or other interests (including partnership interests) entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers or trustees thereof is at the time owned or controlled, directly or indirectly, by such Person.
 “ Tax Indemnitee ” shall have the meaning set forth in the definition of “Excluded Taxes.”
 “ Tax Return ” shall mean any return, report, form, claim for refund, information return, declaration, statement, schedule or other similar document (including but not limited to any related or supporting information, schedule or attachment thereto and estimated or amended returns, reports, forms, information returns, declarations, statements or schedules) relating to Taxes.
 “ Taxes ” shall mean any and all present or future taxes, levies, imposts, duties, assessments, fees, deductions, charges, or withholdings imposed by any Governmental Authority including any interest, additions to tax or penalties applicable thereto.
 “ Term Lender ” shall mean each Lender having a Term Loan Commitment or, as the case may be, an outstanding Term Loan.
 “ Term Loan ” shall mean the Initial Term Loans and any other Class of Term Loan hereunder.
 “ Term Loan Commitment ” shall mean the commitment of each Term Lender to make Term Loans hereunder and, in the case of the Initial Term Loans, in an aggregate principal amount equal to the amount set forth under the heading “Term Loan Commitment” opposite its name in Schedule 1.01(a) hereto or in the Assignment and Acceptance pursuant to which such Term Lender became a party hereto, as the same may be changed from time to time pursuant to the terms hereof. The aggregate amount of the Term Loan Commitments as of the Closing Date is $100.0 million. The Term Loan Commitments as of the Closing Date are for Initial Term Loans.
 “ Term Loan Extension ” shall have the meaning given to such term in Section 2.23(a) .
 “Term Loan Extension Offer ” shall have the meaning given to such term in Section 2.23(a) .
 “ Term Loan Extension Offer Date ” shall have the meaning given to such term in Section 2.23(a)(i) .
 31

 “ Term Loan Facility ” shall mean the credit facility established under this Agreement in favor of the Borrower in accordance with the terms set forth herein or in the other Loan Documents and pursuant to which the Term Loan Commitments are established.
 “ Term Loan Maturity Date ” shall mean the date upon which the Term Loan Facility will mature on the earliest to occur of: (a) the Scheduled Maturity Date, (b) the date of acceleration or termination of any Obligations under this Term Loan Facility, in each case, pursuant to an Event of Default and (c) the date that is 91 days prior to the “Scheduled Maturity Date” under the Existing Credit Agreement (as amended from time to time) or any Permitted Refinancing Indebtedness thereof, provided , that this clause (c) shall no longer be applicable in the event the Existing Credit Agreement or any Permitted Refinancing Indebtedness thereof is prepaid prior to the date that is 91 days prior to such “Scheduled Maturity Date”.
 “ Trademarks ” means any and all of the following: (i) trademarks, service marks, trade names, brand names, certification marks, corporate names, company names, business names, fictitious business names, trade styles, trade dress, logos, other source or business identifiers, designs and general intangibles of like nature, now existing or hereafter adopted or acquired, all registrations thereof, and all registration and recording applications filed in connection therewith, including registrations and registration applications in the United States Patent and Trademark Office or any similar offices in any State of the United States or any other country or any political subdivision thereof, and all renewals thereof, (ii) extensions and renewals of any of the foregoing, (iii) goodwill associated with or symbolized by the foregoing.
 “ Transactions ” shall mean (a) the execution, delivery and performance by the Loan Parties of this Agreement and the other Loan Documents to which they may be a party, (b) the incurrence of the Term Loan Commitments and borrowing of the Term Loans hereunder and the use of proceeds thereof and (c) payment of Transaction Costs.
 “ Transaction Costs ” shall mean fees, premiums, expenses and other transaction costs payable or otherwise borne by the Borrower and/or its Subsidiaries in connection with the Transactions.
 “ U.S. Benefit Plan ” shall mean any “employee benefit plan” (as defined in Section 3(3) of ERISA) that is subject to Title I or Title IV of ERISA or Section 412 of the Code or Section 302 of ERISA.
 “U.S. Guarantor” shall mean a Guarantor incorporated or organized under the laws of the United States, any state thereof or the District of Columbia.
 “U.S. Loan Party” shall mean a Loan Party incorporated or organized under the laws of the United States, any state thereof or the District of Columbia.
 “ UCC ” shall mean the Uniform Commercial Code or any successor provision thereof as the same may from time to time be in effect in the State of New York or the Uniform Commercial Code or any successor provision thereof (or similar code or statute) of another jurisdiction, as applicable.
 “ U.K.” and “United Kingdom ” shall mean the United Kingdom of Great Britain and Northern Ireland.
 “ U.K. Financial Institution ” shall mean any BRRD Undertaking (as such term is defined under the PRA Rulebook (as amended from time to time) promulgated by the United Kingdom Prudential Regulation Authority) or any person falling within IFPRU 11.6 of the FCA Handbook (as amended from
 32

 time to time) promulgated by the United Kingdom Financial Conduct Authority, which includes certain credit institutions and investment firms, and certain affiliates of such credit institutions or investment firms.
 “ U.K. Resolution Authority ” shall mean the Bank of England or any other public administrative authority having responsibility for the resolution of any U.K. Financial Institution.
 “ Uninsured Liabilities ” shall mean any losses, damages, costs, expenses and/or, liabilities (including any losses, damages, costs, expenses or liabilities resulting from property damage or casualty, general liability, workers’ compensation claims and business interruption) incurred by the Borrower or any Guarantor which are not covered by insurance, but with respect to which insurance coverage is commercially available to Persons engaged in the same or similar business as the Borrower and the Guarantors.
 “ U.S. Loan Party ” shall mean any Loan Party that is organized under the laws of any state of the United States or the District of Columbia.
 “ Use ” shall mean, with respect to any Hazardous Materials, generation, manufacture, processing, distribution, handling, possession, use, discharge, placement, treatment, disposal, transportation, disposition, removal, abatement, recycling or storage.
 “ VAT ” shall mean (a) any value added tax imposed pursuant to the United Kingdom Value Added Tax Act 1994; (b) any tax imposed in compliance with the Council Directive of 28 November 2006 on the common system of value added tax (EC Directive 2006/112) (as amended) and any national legislation implementing that Directive or any predecessor to it or supplemental to that Directive; and (c) any other tax of a similar nature, whether imposed in the United Kingdom or in a member state of the European Union in substitution for, or levied in addition to, such tax referred to in paragraph (a) or (b) above, or imposed elsewhere.
 “ Voting Power ” in respect of any Person shall mean the power to vote, or direct the vote of, the Voting Stock of such Person (rather than simply the number of shares of Voting Stock held in respect of such Person).
 “ Voting Stock ” of any specified Person as of any date shall mean the Capital Stock of such Person that is at the time entitled to vote in the election of the Board of Directors of such Person.
 “ Weighted Average Life to Maturity ” shall mean, when applied to any Indebtedness at any date, the number of years obtained by dividing:
 (1)    the sum of the products obtained by multiplying (A) the amount of each then remaining installment, sinking fund, serial maturity or other required payments of principal, including payment at final maturity, in respect of the Indebtedness, by (B) the number of days from and including the determination date to but excluding the date on which such payment is scheduled to be made; by
 (2)    the then outstanding principal amount of such Indebtedness.
 “ Withholding Agent ” shall mean the Borrower, each Guarantor and the Administrative Agent.
 “ Write-Down and Conversion Powers ” shall mean (a) with respect to any EEA Resolution Authority, the write-down and conversion powers of such EEA Resolution Authority from
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 time to time under the Bail-In Legislation for the applicable EEA Member Country, which write-down and conversion powers are described in the EU Bail-In Legislation Schedule, and (b) with respect to the United Kingdom, any powers of the applicable Resolution Authority under th…

EX-10.2 · ex-102xupamendmentno4to202.htm

EX-10.2
 3
 ex-102xupamendmentno4to202.htm
 EX-10.2

 Exhibit 10.2

 Execution Version

 AMENDMENT NO. 4 TO CREDIT AGREEMENT
 This AMENDMENT NO. 4 TO CREDIT AGREEMENT (this “ Amendment ”), dated as of May 29, 2026 and effective as of the Amendment Effective Date (as defined below), is by and among WHEELS UP EXPERIENCE INC., a Delaware corporation (the “ Borrower ”), each other Loan Party party hereto, DELTA AIR LINES, INC. (“ Delta ”), CK WHEELS LLC (together with Delta, constituting the Required Lenders and the Lead Lenders) and U.S. BANK TRUST COMPANY, N.A., not in its individual capacity but solely as administrative agent for the Lenders (together with its permitted successors in such capacity, the “ Administrative Agent ”).
 WHEREAS, reference is hereby made to that certain Credit Agreement dated as of September 20, 2023 (as amended, restated, supplemented or otherwise modified from time to time prior to the date hereof, the “ Credit Agreement ”, and the Credit Agreement, as further amended by this Amendment, the “ Amended Credit Agreement ”), among the Borrower, the guarantors party thereto from time to time, each of the several banks and other institutions or entities from time to time party thereto as a lender (the “ Lenders ”), the Administrative Agent and U.S. BANK TRUST COMPANY, N.A., not in its individual capacity but solely as collateral agent for the Secured Parties (together with its permitted successors, in such capacity, the “ Collateral Agent ”);
 WHEREAS, reference is hereby made to that certain Consent, dated as of as May 21, 2026 (the “ Consent ”), by and among the Borrower, the Loan Parties party thereto, the Collateral Agent, the Administrative Agent, the Lead Lenders and Lenders party thereto constituting the Required Lenders, whereby the Collateral Agent, the Administrative Agent, the Lead Lenders and the Lenders party thereto constituting the Required Lenders consented to the Class B-1 Transactions (as defined under the Consent).
 WHEREAS, this Amendment includes amendments to the Credit Agreement that are subject to the approval of the Required Lenders and the Lead Lenders, and that, in each case, will become effective on the Amendment Effective Date on the terms and subject to the conditions set forth herein.
 NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:
 SECTION 1.    Defined Terms. Unless otherwise defined herein, capitalized terms which are defined in the Amended Credit Agreement are used herein as therein defined.
 SECTION 2.    Amendment. Each of the parties hereto agrees that, effective on the Amendment Effective Date, the Credit Agreement shall be amended to delete the stricken text (indicated textually in the same manner as the following example: stricken text ) and to add the double-underlined text (indicated textually in the same manner as the following example: double-underlined text ) as set forth in the pages of the Credit Agreement attached as Exhibit A hereto.
 SECTION 3.    Effectiveness. This Amendment shall be effective as of the date (the “ Amendment Effective Date ”) on which each of the following conditions has been satisfied or waived:

 (a) the Administrative Agent shall have received from (i) the Borrower, (ii) each other Loan Party and (iii) the Lenders party hereto constituting the Required Lenders and the Lead Lenders, duly executed counterparts of this Amendment and the Amendment No. 4 Fee Letter;
 (b) the Administrative Agent shall have executed and delivered the EETC Intercreditor; it being understood that the EETC Intercreditor has been delivered on May 21, 2026;
 (c) both before and after giving effect to this Amendment and the transactions contemplated hereby, no Default or Event of Default has occurred and is continuing;
 (d) the representations and warranties set forth or referred to in Section 4 of this Amendment shall be true and correct as set forth therein; and
 (e) all fees and expenses payable under the Loan Documents (including legal fees and expenses of the Lenders’ counsel) shall have been paid.
 SECTION 4.    Representations and Warranties. Each Loan Party hereby represents and warrants that, immediately before and after giving effect to the provisions of this Amendment, the following statements are true and correct:
 (a)    the execution and delivery of this Amendment and the performance of all such Loan Party’s obligations under this Amendment, the Amended Credit Agreement and the other Loan Documents to which such Loan Party is a party have been duly authorized by all necessary corporate or other organizational action on the part of such Loan Party;
 (b)    this Amendment has been duly executed and delivered by such Loan Party and is the legally valid and binding obligation of such Loan Party, enforceable against such Loan Party in accordance with its terms, except as enforceability may be affected by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally or by general principles of equity; and
 (c)    both before and after giving effect to this Amendment and the transactions contemplated hereby on the Amendment Effective Date, the representations and warranties of (i) such Loan Party contained in Article 3 of the Credit Agreement and (ii) such Loan Party contained in each other Loan Document or in any document furnished at any time under or in connection herewith or therewith, shall in each case be true and correct in all material respects on and as of the Amendment Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date; provided that any representation or warranty that is qualified by materiality or “Material Adverse Effect” shall be true and correct in all respects.
 SECTION 5.    Effect of Amendment.
 (a)    Except as expressly set forth herein, this Amendment shall not (i) by implication or otherwise limit, impair, constitute a waiver of or otherwise affect the rights and remedies of the Lenders, the Administrative Agent or the Collateral Agent under the Credit Agreement or any other Loan
 2

 Document and (ii) alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the existing Credit Agreement or any other provision of the existing Credit Agreement or of any other Loan Document, all of which are ratified and affirmed in all respects and shall continue in full force and effect. Nothing herein shall be deemed to entitle any Loan Party to consent to, or constitute a waiver, amendment, modification or other change of, any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or any other Loan Document in similar or different circumstances.
 (b)    From and after the Amendment Effective Date, each reference in the Credit Agreement to “this Agreement”, “hereunder”, “hereof”, “herein”, or words of like import, and each reference to the Credit Agreement in any other Loan Document shall be deemed a reference to the Amended Credit Agreement. This Amendment shall constitute a “Loan Document” for all purposes of the Credit Agreement, the Amended Credit Agreement and the other Loan Documents.
 SECTION 6.    Reaffirmation. Notwithstanding the effectiveness of this Amendment and the transactions contemplated hereby, each Loan Party (i) acknowledges and agrees that, (A) each Loan Document to which it is a party is hereby confirmed and ratified and shall remain in full force and effect according to its respective terms (in the case of the Credit Agreement, as amended hereby) and (B) the Collateral Documents do, and all of the Collateral does, and in each case shall continue to, secure the payment of all Obligations on the terms and conditions set forth in the Collateral Documents, and each Loan Party hereby ratifies the security interests granted by it pursuant to the Collateral Documents and (ii) to the extent applicable, hereby confirms and ratifies its continuing unconditional obligations as Guarantor under the Guaranty set forth in Article 9 of the Credit Agreement.
 SECTION 7.    Miscellaneous Provisions. The provisions of Sections 10.01, 10.03, 10.04, 10.05, 10.09, 10.10, 10.11, 10.12, 10.15, 10.16, 10.17, 10.18, 10.19 and 10.20 of the Amended Credit Agreement shall apply with like effect as to this Amendment.

 [ The remainder of this page is intentionally left blank. ]

 3

 IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and delivered by their proper and duly authorized officers as of the day and year first above written.

 WHEELS UP EXPERIENCE INC.,
as a Borrower
 By: /s/ John Verkamp    
 Name    John Verkamp
 Title:    Chief Financial Officer
 AIR PARTNER AVIATION SERVICES LIMITED,
as a Guarantor
 By: /s/ Mark Briffa    
 Name:    Mark Briffa
 Title:    Director
 AIR PARTNER INTERNATIONAL GMBH,
as a Guarantor
 By: /s/ Mark Briffa    
 Name:    Mark Briffa
 Title:    Director
 AIR PARTNER GROUP LIMITED,
as a Guarantor
 By: /s/ Mark Briffa    
 Name:    Mark Briffa
 Title:    Director
 AIR PARTNER LIMITED,
as a Guarantor
 By: /s/ Mark Briffa    
 Name:    Mark Briffa
 Title:    Director
 [Signature page to Amendment No. 4]

 AIR PARTNER LLC,
as a Guarantor
 By: /s/ John Verkamp    
 Name:    John Verkamp
 Title:    Chief Financial Officer
 AVIANIS SYSTEMS LLC,
as a Guarantor
 By: /s/ John Verkamp    
 Name:    John Verkamp
 Title:    Chief Financial Officer
 SAFESKYS LIMITED,
as a Guarantor
 By: /s/ Mark Briffa    
 Name:    Mark Briffa
 Title:    Director
 WHEELS UP BLOCKER SUB LLC,
as a Guarantor
 By: /s/ John Verkamp    
 Name:    John Verkamp
 Title:    Chief Financial Officer
 WHEELS UP PARTNERS HOLDINGS LLC,
as a Guarantor
 By: /s/ John Verkamp    
 Name:    John Verkamp
 Title:    Chief Financial Officer
 [Signature page to Amendment No. 4]

 WHEELS UP PARTNERS LLC,
as a Guarantor
 By: /s/ John Verkamp    
 Name:    John Verkamp
 Title:    Chief Financial Officer
 WHEELS UP PRIVATE JETS LLC,
as a Guarantor
 By: /s/ John Verkamp    
 Name:    John Verkamp
 Title:    Chief Financial Officer
 WHEELS UP TOA HOLDINGS LLC,
as a Guarantor
 By: /s/ John Verkamp    
 Name:    John Verkamp
 Title:    Chief Financial Officer
 WHEELS UP UK LIMITED,
as a Guarantor
 By: /s/ John Verkamp    
 Name:    John Verkamp
 Title:    Director

 [Signature page to Amendment No. 4]

 Delta Air Lines, Inc.,
 as a Required Lender and a Lead Lender
 By: /s/ Kenneth W. Morge II    
 Name:    Kenneth W. Morge II
 Title:    Senior Vice President – Finance & Treasurer
 [Signature page to Amendment No. 4]

 CK Wheels LLC,
 as a Required Lender and a Lead Lender
 By: /s/ Laura L. Torrado    
 Name:    Laura L. Torrado
 Title:    Authorized Signatory
 By: /s/ Tom LaMacchia    
 Name:    Tom LaMacchia
 Title:    Authorized Signatory
 [Signature page to Amendment No. 4]

 Cox Investment Holdings, LLC,
 as a Lender
 By: /s/ Dallas S. Clement    
 Name:    Dallas S. Clement
 Title:    President

 [Signature page to Amendment No. 4]

 U.S. BANK TRUST COMPANY, N.A., not in its individual capacity, but solely as Collateral Agent and Administrative Agent
 By: /s/ James A. Hanley    
 Name:    James A. Hanley
 Title:    Senior Vice President

 [Signature page to Amendment No. 4]

 Exhibit A
 [Amendments to Credit Agreement attached]

 Execution Version
 Exhibit A

 CREDIT AGREEMENT
 dated as of September 20, 2023,
 as amended November 15, 2023 by Amendment No. 1
 as amended November 13, 2024 by Amendment No. 2
 as amended April 30, 2025 by Amendment No. 3
 as amended May 29, 2026 by Amendment No. 4
 among
WHEELS UP EXPERIENCE INC.,
as Borrower,
 THE SUBSIDIARIES OF BORROWER PARTY HERETO,
as Guarantors,
 THE LENDERS PARTY HERETO
 and
 U.S. BANK TRUST COMPANY, N.A., not in its individual capacity but solely
as Administrative Agent and Collateral Agent
 ______________________________________

 Table of Contents
 Page
 ARTICLE 1. DEFINITIONS    1
 Section 1.01.      Defined Terms    1
 Section 1.02.      Terms Generally; Classifications of Loans and Borrowings    43
 Section 1.03.      Accounting Terms; GAAP    44
 Section 1.04.      Divisions    44
 Section 1.05.      [Reserved]    44
 Section 1.06.      Calculations and Tests    44
 Section 1.07.      Guaranty and Security Principles    45
 ARTICLE 2. AMOUNT AND TERMS OF CREDIT    45
 Section 2.01.      Commitments of the Lenders; Loans    45
 Section 2.02.      Requests for Loans    46
 Section 2.03.      Funding of Loans    46
 Section 2.04.      [Reserved]    47
 Section 2.05.      [Reserved]    47
 Section 2.06.      Interest on Loans    47
 Section 2.07.      Default Interest    47
 Section 2.08.      Repayment of Loans; Evidence of Debt    48
 Section 2.09.      Mandatory Prepayment of Loans    48
 Section 2.10.      Optional Prepayment of Loans; Optional Termination or Reduction of Revolving Commitments    50
 Section 2.11.      Increased Costs    52
 Section 2.12.      [Reserved].    53
 Section 2.13.      Taxes    53
 Section 2.14.      Payments Generally; Pro Rata Treatment    58
 Section 2.15.      Mitigation Obligations; Replacement of Lenders    60
 Section 2.16.      Certain Fees    61
 Section 2.17.      [Reserved]    61
 Section 2.18.      Nature of Fees    61
 Section 2.19.      Right of Set-Off    61
 Section 2.20.      Payment of Obligations    61
 Section 2.21.      [Reserved]    61
 Section 2.22.      Increase in Term Loans.    61
 Section 2.23.      Extension of Term Loans    64
 Section 2.24.      Revolving Facility Increases and Maturity Extensions    65
 Section 2.25.      Refinancing Amendment    66
 ARTICLE 3. REPRESENTATIONS AND WARRANTIES    67
 Section 3.01.      Organization and Authority.    67
 Section 3.02.      Air Carrier Status    67
 Section 3.03.      Due Execution    67
 Section 3.04.      Statements Made    68
 Section 3.05.      Financial Statements; Material Adverse Effect    68
 Section 3.06.      Use of Proceeds    68
 Section 3.07.      Ownership of Subsidiaries    69

 Section 3.08.      Litigation and Compliance with Laws    69
 Section 3.09.      Margin Regulations; Investment Company Act    69
 Section 3.10.      Ownership of Assets    69
 Section 3.11.      Intellectual Property; Data Protection.    70
 Section 3.12.      Perfected Security Interests    70
 Section 3.13.      Insurance.    71
 Section 3.14.      Payment of Taxes    71
 Section 3.15.      Employee Matters.    71
 Section 3.16.      Sanctions; Anti-Corruption; Anti-Money Laundering Laws.    72
 Section 3.17.      [Reserved]    73
 Section 3.18.      [Reserved]    73
 Section 3.19.      Solvency    73
 Section 3.20.      Environmental Compliance    73
 Section 3.21.      No Default    74
 Section 3.22.      Beneficial Ownership Certificate    74
 Section 3.23.      Navigation Charges    74
 ARTICLE 4. CONDITIONS OF LENDING    74
 Section 4.01.      Conditions Precedent to Closing    74
 Section 4.02.      Conditions Precedent to Each Loan.    78
 Section 4.03.      Post-Closing Obligations.    78
 ARTICLE 5. AFFIRMATIVE COVENANTS    78
 Section 5.01.      Financial Statements, Reports, etc.    78
 Section 5.02.      Taxes    81
 Section 5.03.      Stay, Extension and Usury Laws    81
 Section 5.04.      Corporate Existence    81
 Section 5.05.      Compliance with Laws; Compliance with Environmental Laws    82
 Section 5.06.      Air Carrier Status    82
 Section 5.07.      [Reserved]    83
 Section 5.08.      Regulatory Cooperation    83
 Section 5.09.      Bank Accounts    83
 Section 5.10.      Assets Ownership    83
 Section 5.11.      Insurance    83
 Section 5.12.      Additional Guarantors; Loan Parties; Collateral    84
 Section 5.13.      Maintenance of Properties; Access to Books and Records    85
 Section 5.14.      Further Assurances    86
 Section 5.15.      Changes in Fiscal Year.    86
 ARTICLE 6. NEGATIVE COVENANTS    86
 Section 6.01.      Restricted Payments    87
 Section 6.02.      Indebtedness    89
 Section 6.03.      Disposition of Assets    91
 Section 6.04.      Transactions with Affiliates    92
 Section 6.05.      Liens    94
 Section 6.06.      Business Activities    94
 Section 6.07.      [Reserved]    94
 Section 6.08.      [Reserved]    94
 Section 6.09.      Merger, Consolidation, or Sale of Assets    94

 Section 6.10.      Negative Pledge Clauses    96
 Section 6.11.      Restricted Distributions Clauses    97
 Section 6.12.      Use of Proceeds    97
 ARTICLE 7. EVENTS OF DEFAULT    97
 Section 7.01.      Events of Default    97
 Section 7.02.      Remedies Upon an Event of Default.    99
 ARTICLE 8. THE AGENTS    100
 Section 8.01.      Administration by Agents    100
 Section 8.02.      Rights of Agents    101
 Section 8.03.      Liability of Agents    102
 Section 8.04.      Reimbursement and Indemnification    105
 Section 8.05.      Successor Agents    105
 Section 8.06.      Independent Lenders    107
 Section 8.07.      Advances and Payments    107
 Section 8.08.      Sharing of Setoffs    107
 Section 8.09.      Withholding Taxes    108
 Section 8.10.      Appointment by Secured Parties    108
 Section 8.11.      Posting of Communications.    108
 Section 8.12.      Agents Individually    109
 Section 8.13.      Acknowledgements of Lenders    110
 Section 8.14.      Disqualified Lenders.    111
 Section 8.15.      Credit Bidding.    112
 Section 8.16.      Appointment of the Collateral Agent as Agent des sûretés .    113
 ARTICLE 9. GUARANTY    113
 Section 9.01.      Guaranty    113
 Section 9.02.      No Impairment of Guaranty    115
 Section 9.03.      Continuation and Reinstatement, etc.    115
 Section 9.04.      Subrogation    115
 Section 9.05.      Subordination    115
 Section 9.06.      Right of Contribution    115
 Section 9.07.      Discharge of Guaranty    116
 Section 9.08.      Amendments, etc. with Respect to the Obligations; Waiver of Rights    116
 Section 9.09.      Limitation Language with Respect to German Loan Parties.    117
 Section 9.10.      Limitation Language with respect to English Loan Parties (the “English Guarantee Limitations”).    121
 ARTICLE 10. MISCELLANEOUS    122
 Section 10.01.      Notices    122
 Section 10.02.      Successors and Assigns    123
 Section 10.03.      Confidentiality    128
 Section 10.04.      Expenses; Indemnity; Damage Waiver    129
 Section 10.05.      Governing Law; Jurisdiction; Consent to Service of Process    131
 Section 10.06.      No Waiver    132
 Section 10.07.      Extension of Maturity    132
 Section 10.08.      Amendments, etc.    132

 Section 10.09.      Severability    135
 Section 10.10.      Headings    135
 Section 10.11.      Survival    135
 Section 10.12.      Execution in Counterparts; Integration; Effectiveness    135
 Section 10.13.      USA Patriot Act; Beneficial Ownership Regulation    137
 Section 10.14.      New Value    137
 Section 10.15.      WAIVER OF JURY TRIAL    137
 Section 10.16.      No Fiduciary Duty    137
 Section 10.17.      Currency Indemnity    138
 Section 10.18.      Parallel Debt    138
 Section 10.19.      Acknowledgement and Consent to Bail-In of Affected Financial Institutions    139
 Section 10.20.      Certain ERISA Matters    140
 Section 10.21.      Registrations with International Registry    141
 Section 10.22.    Original Issue Discount Legend    141

 EXHIBITS :
 Exhibit A    --    Form of Assignment and Acceptance
 Exhibit B    --    Form of Loan Request
 Exhibit C    --    Form of Instrument of Assumption And Joinder
 Exhibit D    --    Form of Promissory Note
 Exhibit E    --    Form of Intercompany Note
 Exhibit G-1    --    Form of U.S. Tax Compliance Certificate (for Non-U.S. Lenders that are not Partnerships for U.S. Federal Income Tax Purposes)
 Exhibit G-2    --    Form of U.S. Tax Compliance Certificate (for Non-U.S. Participants that are not Partnerships for U.S. Federal Income Tax Purposes)
 Exhibit G-3    --    Form of U.S. Tax Compliance Certificate (for Non-U.S. Participants that are Partnerships for U.S. Federal Income Tax Purposes)
 Exhibit G-4    --    Form of U.S. Tax Compliance Certificate (for Non-U.S. Lenders that are Partnerships for U.S. Federal Income Tax Purposes)

 SCHEDULES :
 Schedule 1.01(a)    --    Commitments
 Schedule 1.01(b)    --    Aircraft Collateral
 Schedule 1.01(c)    --    Guaranty and Security Principles
 Schedule 1.01(d)     –     Certain Excluded Assets and Excluded Subsidiaries
 Schedule 1.01(e)    --    Existing Investments
 Schedule 3.07    --    Subsidiaries
 Schedule 4.01    --    Consents
 Schedule 4.03    --    Post-Closing Items
 Schedule 6.05    --    Existing Liens

 CREDIT AGREEMENT, dated as of September 20, 2023 (this “ Agreement ”), among WHEELS UP EXPERIENCE INC., a Delaware corporation (the “ Borrower ”), the Guarantors party hereto from time to time, each of the several banks and other institutions or entities from time to time party hereto as a lender (the “ Lenders ”), U.S. BANK TRUST COMPANY, N.A. (“U.S. Bank”) , not in its individual capacity but solely as administrative agent for the Lenders (together with its permitted successors in such capacity, the “ Administrative Agent ”) and as collateral agent for the Secured Parties (together with its permitted successors, in such capacity, the “ Collateral Agent ”).
 INTRODUCTORY STATEMENT
 As of the Closing Date, the Borrower has applied to Delta for a revolving loan facility in an aggregate original commitment amount of $100.0 million and to the Lenders for a term loan facility in an aggregate original principal amount of $350.0 million, each as set forth herein.
 As of the Amendment No. 1 Effective Date, the Borrower has applied to the Amendment No. 1 Incremental Term Lenders for a term loan facility in an aggregate original commitment amount of $40.0 million, so as to increase the aggregate principal commitment amount of term loans to $390.0 million as at the Amendment No. 1 Effective Date.
 The proceeds of the Loans will be used by the Borrower for working capital, capital expenditures, other general corporate purposes, and to pay related expenses.
 To provide guarantees and security for the repayment of the Loans and the payment of the other obligations of the Borrower and the Guarantors hereunder and under the other Loan Documents, the Borrower and the Guarantors will, among other things, provide the following (each as more fully described herein):
 (a) to the Administrative Agent and the Lenders, a guaranty from each Guarantor of the due and punctual payment and performance of the Obligations of the Borrower pursuant to Article 9 hereof; and
 (b) to the Collateral Agent, for the benefit of the Secured Parties, a security interest or mortgages (or comparable Liens), as applicable, with respect to the Collateral from the Borrower and each other Loan Party (if any) pursuant to the Security Agreement and the other Collateral Documents.
 Accordingly, the parties hereto hereby agree as follows:
 Article 1.

DEFINITIONS
 Section 1.01. Defined Terms .
 “2024 EETC Note Purchase Agreement” shall mean that certain Note Purchase Agreement, dated as of November 13, 2024, by and among Wheels Up Partners LLC, Wheels Up Class A-1 Loan Trust 2024-1, and Wilmington Trust, as subordination agent (as may be amended, restated, modified, supplemented, extended or amended and restated from time to time).
 “2026 EETC Note Purchase Agreement” shall mean that certain Note Purchase Agreement, dated as of May 21, 2026, by and among Wheels Up Partners LLC, Wheels Up Class B-1 Loan Trust 2024-1, and Wilmington Trust, as subordination agent (as may be amended, restated, modified, supplemented, extended or amended and restated from time to time).
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 “ Acceptable Bank ” means a bank or financial institution in an Acceptable Nation which has a long term unsecured credit rating of at least BBB- by S&P or Fitch or at least Baa3 by Moody’s or a comparable rating from an internationally recognized credit rating agency, or any bank or financial institution which (having previously satisfied such requirement) ceases to satisfy the foregoing ratings requirement for a period of not more than two (2) months.
 “ Acceptable Letter of Credit ” shall mean an irrevocable standby letter of credit on customary terms issued by a bank or branch having a long term unsecured debt rating of at least A (or the equivalent) or better by S&P, Moody’s or Fitch and drawable by the Administrative Agent upon presentation in New York.
 “ Acceptable Nation ” means any member state of the EU, Switzerland, the UK or the United States (or by any agency thereof to the extent such obligations are backed by the full faith and credit of the United States).
 “ Account ” shall mean all “accounts” as defined in the UCC, and all rights to payment for interest (other than with respect to debt and credit card receivables).
 “ Account Control Agreement ” means an agreement substantially in a form satisfactory to the Lead Lenders establishing the Administrative Agent’s, Collateral Agent’s or Local Collateral Agent’s control with respect to any U.S. bank account.
 “ Administrative Agent ” shall have the meaning set forth in the first paragraph of this Agreement.
 “ Administrative Agent Fee Letter ” shall mean the U.S. Bank Fee Proposal for Administrative Agent and Collateral Agent, dated as of September 6, 2023 among Borrower and the Administrative Agent.
 “ Administrative Questionnaire ” shall mean an administrative questionnaire in a form supplied by the Administrative Agent.
 “ Administrator ” shall have the meaning given it in the Regulations and Procedures for the International Registry.
 “ Adverse Proceeding ” shall mean any action, suit, proceeding, hearing (in each case, whether administrative or judicial), governmental investigation or arbitration at law or in equity, or before or by any Governmental Authority, domestic or foreign (including any Environmental Claims), whether pending or, to the knowledge of any Loan Party, threatened in writing against or affecting any Loan Party or any property of any Loan Party.
 “ Affected Financial Institution ” shall mean (a) any EEA Financial Institution or (b) any U.K. Financial Institution.
 “ Affiliate ” shall mean, as to any Person, any other Person which, directly or indirectly, is in control of, is controlled by, or is under common control with, such Person. For purposes of this definition, a Person (a “ Controlled Person ”) shall be deemed to be “controlled by” another Person (a “ Controlling Person ”) if the Controlling Person possesses, directly or indirectly, power to direct or cause the direction of the management and policies of the Controlled Person whether by contract or otherwise; provided that (i) beneficial ownership by any “person” or “group” of 10% or more of the Voting Stock of a Person shall be deemed to be control and (ii) the terms “person,” “group” and “beneficial owner” shall have the meanings ascribed to them when such terms are used pursuant to Section 13(d), Section 14(d)
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 and Rule 13d-3 of the Exchange Act, respectively; provided , further , that each of Delta, CK Wheels, Knighthead Capital Management, LLC, Certares Management Inc. LLC and Cox Investment Holdings, LLC (and in each case any of their Affiliates or portfolio companies) will be deemed not to be Affiliates of the Borrower and its Subsidiaries or any other Affiliates of the Borrower.
 “ Affiliate Transaction ” shall have the meaning assigned to such term in Section 6.04(a) .
 “ Agents ” shall mean the Administrative Agent, the Collateral Agent and the Local Collateral Agents, as applicable.
 “ Aggregate Exposure ” shall mean, with respect to (x) any Term Lender at any time, an amount equal to (a) until the Closing Date, the aggregate amount of such Lender’s Term Loan Commitments at such time and (b) thereafter, the aggregate then outstanding principal amount of such Lender’s Term Loans and (y) with respect to any Revolving Lender at any time, an amount equal to the sum of the amount of such Lender’s Revolving Commitment then in effect or, if the Revolving Commitments of such Lender have been terminated, the amount of such Lender’s Revolving Extensions of Credit then outstanding.
 “ Aggregate Exposure Percentage ” shall mean, with respect to any Lender at any time, the ratio (expressed as a percentage) of such Lender’s Aggregate Exposure at such time to the Aggregate Exposure of all Lenders at such time.
 “ Agreement ” shall have the meaning set forth in the first paragraph hereof.
 “ Air Carrier Entity ” shall mean Borrower and each other Guarantor that owns or operates Aircraft included in the Collateral and holds an air carrier operating certificate issued pursuant to Part 135 of the FAA Regulations, or which may operate as an air carrier by certification or otherwise under any successor or substitute provisions therefor or in the absence thereof.
 “ Aircraft ” shall mean any contrivance invented, used, or designed to navigate, or fly in, the air, including, without duplication, the airframes related thereto.
 “ Aircraft Collateral ” shall mean those Engines, Spare Parts, Aircraft, airframes or Appliances, Parts, components, instruments, appurtenances, furnishings, other equipment installed on such Engines, Spare Parts, Aircraft, airframes or any other related assets, without limitation including the assets described on Schedule 1.01(b) as of the Closing Date, in which a security interest has been or is required to be granted by the Borrower or any other Loan Party to the Collateral Agent for the benefit of the Secured Parties pursuant to the Collateral Documents.
 “ Aircraft Protocol ” shall mean the official English language text of the Protocol to the Convention on International Interests in Mobile Equipment on Matters Specific to Aircraft Equipment adopted on November 16, 2001, at a diplomatic conference in Cape Town, South Africa, and all amendments, supplements and revisions thereto, as in effect in the United States or any other applicable jurisdiction, as the case may be.
 “ Airport Authority ” shall mean any city or any public or private board or other body or organization chartered or otherwise established for the purpose of administering, operating or managing airports or related facilities, which in each case is an owner, administrator, operator or manager of one or more airports or related facilities.
 “ Alternate Base Rate ” shall mean, for any day, a rate per annum equal to the greatest of (a) the Prime Rate in effect on such day and (b) the NYFRB Rate in effect on such day plus ½ of 1%. For
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 the avoidance of doubt, if the Alternate Base Rate as determined pursuant to the foregoing would be less than 1.00%, such rate shall be deemed to be 1.00% for purposes of this Agreement.
 “ Amendment No. 1 ” shall mean the Amendment No. 1 to Credit Agreement, dated as of November 15, 2023, by and among the Borrower, each Guarantor party thereto, the Lenders party thereto, the Amendment No. 1 Incremental Term Lenders and the Administrative Agent.
 “ Amendment No. 1 Effective Date ” shall mean the “Amendment Effective Date” as defined in Amendment No. 1.
 “ Amendment No. 1 Incremental Term Lender ” shall mean the entities listed on Schedule 1 to Amendment No. 1 under the heading “2023 Incremental Term Lender”.
 “ Amendment No. 1 Incremental Term Loans ” shall mean the term loans made by each Amendment No. 1 Incremental Term Lender to the Borrower pursuant to Section 2.01(a)(iii) . For the avoidance of doubt, the Amendment No. 1 Incremental Term Loans shall constitute “Incremental Term Loans” and “Initial Term Loans” for all purposes of this Agreement and the other Loan Documents.
 “ Amendment No. 1 Incremental Term Loan Commitment ” shall mean the commitment of each Amendment No. 1 Incremental Term Lender to make the Amendment No. 1 Incremental Term Loans hereunder. The amount of each Amendment No. 1 Incremental Term Lender’s Amendment No. 1 Incremental Term Loan Commitment as of the Amendment No. 1 Effective Date is set forth on Schedule 1 to Amendment No. 1. The aggregate principal amount of Amendment No. 1 Incremental Term Loan Commitments as of the Amendment No. 1 Effective Date is $40.0 million.
 “ Amendment No. 2 ” shall mean the Amendment No. 2 to Credit Agreement, dated as of November 13, 2024, by and among the Borrower, each Guarantor party thereto, the Lenders party thereto and the Administrative Agent.
 “ Amendment No. 2 Aircraft Dispositions ” shall mean the Aircraft disclosed to the Lead Lenders in writing on the Amendment No. 2 Effective Date.
 “ Amendment No. 2 Effective Date ” shall mean the “Amendment Effective Date” as defined in Amendment No. 2.
 “ Amendment No. 2 Fee Letter ” shall mean the that certain  Wheels Up Experience Inc. Delta Fee Letter, dated as of the Amendment No. 2 Effective Date, by and between Delta and the Borrower, as it may be amended, amended and restated, modified or supplemented from time to time.
 “Amendment No. 3” shall mean the Amendment No. 3 to Credit Agreement, dated as of April 30, 2025, by and among the Borrower, each Guarantor party thereto, Delta and the Administrative Agent.
 “Amendment No. 4” shall mean the Amendment No. 4 to Credit Agreement, dated as of May 29, 2026, by and among the Borrower, each Guarantor party thereto, the Lenders party thereto and the Administrative Agent.
 “Amendment No. 4 Effective Date” shall mean the “Amendment Effective Date” as defined in Amendment No. 4.
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 “Amendment No. 4 Fee Letter” shall mean, that certain Wheels Up Experience Inc. Delta Fee Letter, dated as of May 21, 2026, by and between Delta and the Borrower, as it may be amended, amended and restated, modified or supplemented from time to time.
 “ Anti-Corruption Laws ” shall mean all applicable anti-corruption and anti-bribery laws, rules and regulations of any jurisdiction from time to time, including, without limitation, the U.S. Foreign Corrupt Practices Act of 1977, as amended.
 “ Anti-Money Laundering Laws ” shall mean any and all laws, rules and regulations of any jurisdiction applicable to Borrower or its Subsidiaries or Affiliates from time to time concerning or relating to terrorism financing, money laundering or any predicate crime to money laundering, including, without limitation, any applicable provision of the Patriot Act and The Currency and Foreign Transactions Reporting Act (also known as the “Bank Secrecy Act,” 31 U.S.C. §§ 5311-5330 and 12 U.S.C. §§ 1818(s), 1820(b) and 1951-1959).
 “ Appliance ” shall mean any instrument, equipment, apparatus, part, appurtenance, or accessory used, capable of being used, or intended to be used, in operating or controlling Aircraft in flight, including a parachute, communication equipment, and another mechanism installed in or attached to an Aircraft during flight, and not a part of an Aircraft or Engine.
 “ Applicable Rate ” shall mean a rate of 10% per annum (calculated on the basis of a 360 day year for the actual number of days elapsed and compounded quarterly); provided that to the extent that the Borrower does not issue the remaining number of shares of common stock to the Lenders as of the Closing Date so that such Lenders will own the 95% pro forma equity within 120 days following the Closing Date, the interest rate on the Term Loans will be increased to 20% until such time that the Borrower issues the number of shares of common stock necessary to satisfy such obligation under the Investment Agreement. Notwithstanding anything to the contrary in this Agreement or any other Loan Document, the Loan Documents shall not require the payment or permit the collection of interest in excess of the maximum interest permitted by applicable law.
 “ Approved Electronic Platform ” shall have the meaning given to such term in Section 5.01 .
 “ Approved Fund ” shall have the meaning given to such term in Section 10.02(b) .
 “ Assignment and Acceptance ” shall mean an assignment and acceptance entered into by a Lender and an assignee (with the consent of any party whose consent is required by Section 10.02 ), and accepted by the Administrative Agent, substantially in the form of Exhibit A .
 “ Aviation Authorities ” shall mean (a) the FAA and/or (b) in respect of any Aircraft included in the Collateral and which is registered in a jurisdiction other than the United States, the Governmental Authority which, from time to time, has control or supervision of civil aviation in such jurisdiction.
 “ Bail-In Action ” shall mean the exercise of any Write-Down and Conversion Powers by the applicable Resolution Authority in respect of any liability of an Affected Financial Institution.
 “ Bail-In Legislation ” shall mean (a) with respect to any EEA Member Country implementing Article 55 of Directive 2014/59/EU of the European Parliament and of the Council of the European Union, the implementing law, regulation rule or requirement for such EEA Member Country from time to time which is described in the EU Bail-In Legislation Schedule and (b) with respect to the
 5

 United Kingdom, Part I of the United Kingdom Banking Act 2009 (as amended from time to time) and any other law, regulation or rule applicable in the United Kingdom relating to the resolution of unsound or failing banks, investment firms or other financial institutions or their affiliates (other than through liquidation, administration or other insolvency proceedings).
 “ Bank Levy ” shall mean any amount payable by any Loan Party or any of its Affiliates on the basis of, or in relation to its balance sheet or capital base or any part of that person or its liabilities or minimum regulatory capital or any combination thereof (including the United Kingdom bank levy as set out in the Finance Act 2011 (as amended), the French taxe pour le financement du fonds de soutien aux collectivités territoriales as set out in Article 235 ter ZE bis of the French Tax Code, the German bank levy as set out in the German Restructuring Fund Act 2010 (Restrukturierungsfondsgesetz), the Dutch bankenbelasting as set out in the Dutch bank levy act (Wet bankenbelasting), the Austrian bank levy as set out in the Austrian Stability Duty Act (Stabilitätsgesetz), the Spanish bank levy (Impuesto sobre los Depósitos en las Entidades de Crédito) as set out in the Law 16/2012 of 27 December 2012, the Swedish bank levy as set out in the Swedish Precautionary Support Act (Sw. lag (2015:1017) (om förebyggande statligt stöd till kreditinstitut) (as amended)) and any other levy or tax in any jurisdiction levied on a similar basis or for a similar purpose which has been enacted or which has been formally announced as proposed as of the date of this Agreement or (if applicable), in respect of a new Lender, as of the date that new Lender becomes a Lender pursuant to this Agreement).
 “ Bankruptcy Code ” shall mean Title 11 of the United States Code (11 U.S.C. § 101 et seq.), as it has been, or may be, amended, from time to time.
 “ Bankruptcy Event ” shall mean, with respect to any Person, such Person becomes the subject of a bankruptcy or insolvency proceeding (including any creditor contest ( concurso de acreedores or concurso preventivo )), or initiates or institutes a process to reach a pre-bankruptcy or pre-insolvency process with its creditors the effects of which could, in the reasonable determination of the Lead Lenders, have effects similar to those of bankruptcy or insolvency proceedings, or has had a receiver, conservator, trustee, administrator, custodian, assignee or supervisor for the benefit of creditors or similar Person charged with the reorganization or liquidation of its business appointed for it, or, in the good faith determination of the Lead Lenders, has taken any action in furtherance of, or indicating its consent to, approval of, or acquiescence in, any such proceeding or appointment; provided that a Bankruptcy Event shall not result solely by virtue of any ownership interest, or the acquisition of any ownership interest, in such Person by a Governmental Authority or instrumentality thereof; provided , further , that such ownership interest does not result in or provide such Person with immunity from the jurisdiction of courts within the United States or from the enforcement of judgments or writs of attachment on its assets or permit such Person (or such Governmental Authority or instrumentality) to reject, repudiate, disavow or disaffirm any contracts or agreements made by such Person.
 “ Beneficial Ownership Certification ” shall mean a customary certification regarding beneficial ownership or control of the Borrower required by the Beneficial Ownership Regulation.
 “ Beneficial Ownership Regulation ” shall have the meaning set forth in Section 10.13 .
 “ Benefit Plan ” shall mean any U.S. Benefit Plan, any Non-U.S. Government Scheme or Arrangement or any Non-U.S. Plan, in each case, established, maintained or contributed to by any Loan Party or with respect to which any Loan Party has any liability, contingent or otherwise, including on account of any ERISA Affiliate.
 “ Board of Directors ” shall mean (a) with respect to a corporation, the board of directors of the corporation or any committee thereof duly authorized to act on behalf of such board; (b) with
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 respect to a partnership, the Board of Directors of the general partner of the partnership; (c) with respect to a limited liability company, the managing member or members, manager or managers or any controlling committee of managing members or managers thereof; and (d) with respect to any other Person, the board, committee or administrator of such Person serving a similar function.
 “ Borrower ” shall have the meaning set forth in the first paragraph of this Agreement.
 “ Borrower Materials ” shall have the meaning given to such term in Section 5.01 .
 “ Borrowing ” shall mean the incurrence, conversion or continuation of the applicable Loans on a single date.
 “ Business Day ” shall mean any day other than a Saturday, Sunday or other day on which commercial banks in New York City or London are authorized or required by law to remain closed.
 “ Cape Town Convention ” shall mean the official English language text of the Convention on International Interests in Mobile Equipment, adopted on November 16, 2001 at a diplomatic conference in Cape Town, South Africa, and all amendments, supplements and revisions thereto, as in effect in the United States or any other applicable jurisdiction, as the case may be.
 “ Cape Town Treaty ” shall mean, collectively, (a) the Cape Town Convention, (b) the Aircraft Protocol, and (c) all rules and regulations (including but not limited to the Regulations and Procedures for the International Registry) adopted pursuant thereto and all amendments, supplements and revisions thereto.
 “ Capital Lease Obligation ” shall mean, at the time any determination is to be made, the amount of the liability in respect of a capital or finance lease that would at that time be required to be capitalized and reflected as a liability on a balance sheet prepared in accordance with GAAP, and the Stated Maturity thereof shall be the date of the last payment of rent or any other amount due under such lease prior to the first date upon which such lease may be prepaid by the lessee without payment of a penalty.
 “ Capital Stock ” shall mean:
 (1) in the case of a corporation, corporate stock;
 (2) in the case of an association or business entity or exempted company or private limited company, any and all shares, interests, participations, rights or other equivalents (however designated) of corporate stock;
 (3) in the case of a partnership or limited liability company, partnership interests (whether general or limited) or membership interests; and
 (4) any other interest or participation that confers on a Person the right to receive a share of the profits and losses of, or distributions of assets of, the issuing Person, but excluding from all of the foregoing any debt securities convertible into Capital Stock, whether or not such debt securities include any right of participation with Capital Stock.
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 “ Cash Equivalents ” shall mean each of the following:
 (a) direct obligations of, or obligations the principal of and interest on which are unconditionally guaranteed by an Acceptable Nation, in each case maturing within one (1) year from the date of acquisition thereof;
 (b) each Acceptable Letter of Credit;
 (c) investments in commercial paper maturing within 365 days from the date of acquisition thereof and having, at such date of acquisition, a rating of at least A-2 (or the equivalent thereof) from S&P or P-2 (or the equivalent thereof) from Moody’s;
 (d) investments in certificates of deposit (including investments made through an intermediary, such as the certificated deposit account registry service), banker’s acceptances, time deposits, eurodollar time deposits and overnight bank deposits maturing within one (1) year from the date of acquisition thereof issued or guaranteed by or placed with, and money market deposit accounts issued or offered by, (i) any domestic office of any commercial bank of recognized standing organized under the laws of the United States or any State thereof that has a combined capital and surplus and undivided profits of not less than $250.0 million or (ii) an Acceptable Bank;
 (e) fully collateralized repurchase agreements with a term of not more than six (6) months for underlying securities that would otherwise be eligible for investment;
 (f) investments in money in an investment company registered under the Investment Company Act of 1940, as amended, or in pooled accounts or funds offered through mutual funds, investment advisors, banks and brokerage houses which invest its assets in obligations of the type described in clauses (a) through (e) above. This could include, but not be limited to, money market funds or short-term and intermediate bonds funds;
 (g) money market funds that (i) comply with the criteria set forth in SEC Rule 2a-7 under the Investment Company Act of 1940, as amended, (ii) are rated AAA (or the equivalent thereof) by S&P and Aaa (or the equivalent thereof) by Moody’s and (iii) have portfolio assets of at least $5.0 billion;
 (h) securities with maturities of one (1) year or less from the date of acquisition issued or fully guaranteed by any state, commonwealth or territory of the United States, by any political subdivision or taxing authority of any such state, commonwealth or territory or by any foreign government, the securities of which state, commonwealth, territory, political subdivision, taxing authority or foreign government (as the case may be) are rated at least A- by S&P or A3 by Moody’s;
 (i) any other securities or pools of securities that are classified under GAAP as Cash Equivalents or short-term investments on a balance sheet;
 (j) instruments or investments denominated in any currency that have a comparable tenor and credit quality to those referred to above (as determined by the Borrower in good faith) and (x) are customarily utilized in the countries in which such instrument is used or investment is made or (y) are consistent with the cash management practices of the Borrower (as determined by Borrower in good faith).
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 “ Cash Flow Statement ” has the meaning set forth in Section 5.01(a) .
 “ Change in Law ” shall mean, after the Closing Date, (a) the adoption or taking effect of any law, rule, regulation or treaty, (b) any change in any law, rule, regulation or treaty or in the administration, interpretation, implementation or application thereof by any Governmental Authority or (c) the making or issuance of any request, rule, guideline or directive (whether or not having the force of law) by any Governmental Authority; provided that notwithstanding anything herein to the contrary, (x) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (y) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be a “Change in Law”, regardless of the date enacted, adopted or issued.
 “ Change of Control ” shall mean the occurrence of one or more of the following events: the consummation of any transaction (including, without limitation, by merger, consolidation, acquisition or any other means) as a result of which any “person” or “group” other than the Permitted Holders (i) is or becomes the “beneficial owner,” directly or indirectly, of more than 50% of the total Voting Power of Borrower or (ii) acquires the right or the ability, by voting power, contract or otherwise, to elect or designate for election at least a majority of the board of directors of the Borrower; provided that, notwithstanding the forgoing or anything to the contrary, no “Change of Control” shall have occurred (a) as a result of any transaction where all of the Voting Power of Borrower outstanding immediately prior to such transaction is converted into, or exchanged for, at least a majority of the outstanding Voting Power of a Person (including any “person”) and the Permitted Holders retain the ability to elect or designate for election at least a majority of the board of directors of such Person and such Person will become the “beneficial owner” of 100% of the total Voting Power of Borrower or Borrower’s successor in interest pursuant to Section 6.09 after the consummation of such transaction (such Person, a “ Permitted ParentCo ”) or (b) if, after giving effect to any such transaction, Delta continues to own at least 50% of the common stock of the Borrower (or a Permitted ParentCo) that Delta acquired pursuant to the Equity Transaction (or of a Permitted ParentCo that Delta acquired in exchange for common stock of the Borrower); provided , further , that, for purposes of this “Change of Control” definition, (x) if any “person” or “group” includes one or more Permitted Holders and such Permitted Holders constitute more than 50% of the Voting Power of such person or “group,” the Voting Power of Borrower owned, directly or indirectly, by any Permitted Holders that are part of such “person” or “group” shall not be treated as being beneficially owned by such “person” or “group” or any other member of such “group” for purposes of determining whether clause (i) of this definition has been triggered and (y) the terms “person,” “group” and “beneficial owner” shall have the meanings ascribed to them when such terms are used pursuant to Sections 13(d), Section 14(d) and Rule 13d-3 of the Exchange Act, respectively.
 “ CK Wheels ” shall mean CK Wheels LLC.
 “ Class ” when used in reference to any Loan or Borrowing, shall refer to whether such Loan, or the Loans comprising such Borrowing are Revolving Loans, Extended Revolving Loans or Term Loans and when used in reference to any Commitment, shall refer to whether such Commitment is a Revolving Commitment or an Extended Revolving Commitment.
 “ Closing Date ” shall mean the date on which this Agreement has been executed and the conditions precedent set forth in Section 4.01 have been satisfied or waived.
 “ Code ” shall mean the U.S. Internal Revenue Code of 1986, as amended from time to time.
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 “ Collateral ” shall mean all assets and properties (real and personal) of the Loan Parties now owned or hereafter acquired upon which Liens have been granted to the Collateral Agent or a Local Collateral Agent, as applicable, to secure the Obligations, including without limitation, all of the Owned Real Properties required to be encumbered by a Real Estate Mortgage pursuant to the terms hereunder and all of the “Collateral” as defined in (or such other equivalent term in the Collateral Documents), and pledged pursuant to, the Collateral Documents (but excluding all such assets and properties released from such Liens pursuant to the applicable Collateral Document), together with all proceeds of the foregoing (including, without limitation, proceeds from Dispositions of the foregoing) but shall exclude all Excluded Assets.
 “ Collateral Agent ” shall have the meaning set forth in the first paragraph of this Agreement.
 “ Collateral Documents ” shall mean, collectively, the Security Agreement, any Non-U.S. Security Agreement, the Debenture, the Junior Lien Intercreditor Agreement, the EETC Intercreditor, any Real Estate Mortgage, any FAA mortgages, the French Agreement for the Pledge of Securities Account relating to shares of Air Partner International entered into to secure the Obligations and any other instrument or agreement executed and delivered by any Loan Party to the Administrative Agent, the Collateral Agent or any Local Collateral Agent, in favor of the Secured Parties or in respect of the priorities in the Collateral, including with respect to any financing statement or other instrument or document required to be filed or recorded to perfect or register or record the Lien in the Collateral, in each case, as amended modified renewed, restated or replaced, in whole or in part, from time to time, in accordance with its terms and so long as such agreement, instrument or document shall not have been terminated in accordance with its terms.
 “ Collateral Lien ” shall mean a Lien granted pursuant to a Collateral Document to the Collateral Agent or any Local Collateral Agent, at any time, upon any property of any Loan Party to secure any Obligations, including the Liens granted to the Collateral Agent and each Local Collateral Agent in connection with this Agreement.
 “ Commitment ” shall mean, as to any Lender, the Term Loan Commitments and/or the Revolving Commitment of such Lender, as applicable.
 “ Consolidated Adjusted EBITDA ” shall mean, for any Person for any period, an amount equal to (a) Consolidated Net Income, plus (b) the sum of the following (without duplication and to the extent reflected as a charge in the statement of such Consolidated Net Income for such period): (i) income tax expense; (ii) interest expense, amortization or write-off of debt discount and debt issuance costs and commissions, discounts and other fees and charges associated with Indebtedness; (iii) depreciation and amortization expense; (iv) amortization and impairment of intangibles (including goodwill) and long-lived assets; (v) any extraordinary, unusual or non-recurring expenses or losses (including, whether or not otherwise includable as a separate item in the statement of such Consolidated Net Income for such period, losses on sales of assets outside of the ordinary course of business), including property or asset acquisition costs, non-cash equity-based compensation expense, acquisition and integration expenses, reorganization or restructuring charges; (vi) any other non-cash charges and (vii) all commissions, guaranty fees, discounts and other fees and charges owed by such Person with respect to letters of credit and bankers’ acceptance financing and net costs of such Person under Hedging Agreements in respect of interest rates to the extent such net costs are allocable to such period in accordance with GAAP; minus (c) the sum of the following (to the extent included in the statement of such Consolidated Net Income for such period): (i) interest income (except to the extent deducted in determining such Consolidated Net Income); (ii) any extraordinary, unusual or non-recurring income or gains (including, whether or not otherwise includable as a separate item in the statement of such Consolidated Net Income for such period,
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 gains on the sales of assets or property outside of the ordinary course of business); and (iii) any other non-cash income.
 “ Consolidated Cash Flow ” shall mean, for any Person for any period, an amount equal to (a) Consolidated Adjusted EBITDA, minus (b) any Interest Expense for such period, minus (c) any Scheduled Amortization for such period.
 “ Consolidated Net Income ” shall mean, with respect to any specified Person for any period, the aggregate of the net income (or loss) of such Person and its Subsidiaries for such period, on a consolidated basis, determined in accordance with GAAP and without any reduction in respect of preferred stock dividends; provided that:
 (1) all net after tax extraordinary, non-recurring or unusual gains or losses and all gains or losses realized in connection with the Disposition of securities by such Person or the early extinguishment of Indebtedness of such Person, together with any related provision for Taxes on any such gain, will be excluded;
 (2) the net income of any Person that is not the specified Person or a Subsidiary or that is accounted for by the equity method of accounting will be included for such period only to the extent of the amount of dividends or similar distributions paid in cash to the specified Person or a Subsidiary of the specified Person;
 (3) the net income of any Subsidiary will be excluded to the extent that the declaration or payment of dividends or similar distributions by that Subsidiary of that net income is not at the date of determination permitted (x) without any prior governmental approval (that has not been obtained) or (y) directly or indirectly, by operation of the terms of its charter or any agreement, instrument, judgment, decree, order, statute, rule or governmental regulation applicable to that Subsidiary or its stockholders;
 (4) the cumulative effect of a change in accounting principles on such Person will be excluded;
 (5) [reserved];
 (6) the effect on such Person of any non-cash items resulting from any amortization, write-up, write-down or write-off of assets (including intangible assets, goodwill and deferred financing costs) in connection with any acquisition, Disposition, merger, consolidation or similar transaction or any other non-cash impairment charges incurred subsequent to the Closing Date resulting from the application of Financial Accounting Standards Board Accounting Standards Codifications 205 – Presentation of Financial Statements, 350 – Intangibles – Goodwill and Other, 360 – Property, Plant and Equipment and 805 – Business Combinations or, to the extent applicable, the equivalent standard under GAAP (excluding any such non-cash item to the extent that it represents an accrual of or reserve for cash expenditures in any future period except to the extent such item is subsequently reversed), will in each case be excluded;
 (7) any provision for income tax reflected on such Person’s financial statements for such period will be excluded to the extent such provision exceeds the actual amount of taxes paid in cash during such period by such Person and its consolidated Subsidiaries;
 (8) any gain (or loss) attributable to the mark to market movement in the valuation of hedging obligations or other derivative instruments pursuant to FASB Accounting Standards
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 Codification 815-Derivatives and Hedging or mark to market movement of other financial instruments pursuant to FASB Accounting Standards Codification 825 – Financial Instruments or, to the extent applicable, the equivalent standard under GAAP, will be excluded; provided that any cash payments or receipts relating to transactions realized in a given period shall be taken into account in such period;
 (9) any gain (or loss) on asset sales, disposals or abandonments (other than asset sales, disposals or abandonments in the ordinary course of business) or income (or loss) from closed or discontinued operations (but if such operations are classified as discontinued due to the fact that they are subject to an agreement to Dispose of such operations, only when and to the extent such operations are actually Disposed of) will be excluded; and
 (10) any non-cash gain (or loss) related to currency remeasurements of Indebtedness (including the net loss or gain resulting from Currency Agreements and revaluations of intercompany balances or any other currency-related risk), unrealized or realized net foreign currency translation or transaction gains or losses impacting net income will be excluded.
 “ Consolidated Total Assets ” shall mean, as of any date of determination, the sum of the amounts that would appear on a consolidated balance sheet of Borrower and its consolidated Subsidiaries as the total assets of Borrower and its consolidated Subsidiaries in accordance with GAAP.
 “ Controlled Account ” shall mean each U.S. deposit account and U.S. securities account that is subject to an Account Control Agreement in form and substance satisfactory to the Lead Lenders and the Collateral Agent.
 “ Currency ” shall mean miles, points and/or other units that are a medium of exchange constituting a convertible, virtual and private currency that is tradeable property and that can be sold or issued to persons.
 “ Currency Agreement ” shall mean any foreign exchange contract, currency swap agreement or other similar agreement or arrangement.
 “ Debenture ” shall mean that certain English law debenture dated as of the Closing Date by and among the Collateral Agent and the relevant Loan Parties thereto, as amended, restated, modified, supplemented, extended or amended and restated from time to time.
 “ Default ” shall mean any event that, unless cured or waived, is, or with the passage of time or the giving of notice or both would be, an Event of Default.
 “ Delta ” shall mean Delta Air Lines, Inc., a Delaware corporation.
 “ Deposit Account ” shall have the meaning assigned to such term in the Security Agreement.
 “ Designated Guarantor ” shall have the meaning assigned to such term in Section 5.12(b) .
 “ Disposition ” shall mean, with respect to any property, any sale (including conditional sale), lease, license, sale and leaseback, conveyance, transfer or other disposition thereof (including by means of a Restricted Payment or an Investment). The terms “Dispose”, “Disposes” and “Disposed of” shall have correlative meanings.
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 “ Disqualified Lender ” shall mean (a) (i) any Person jointly designated as of the Closing Date as a Disqualified Lender by the Lenders and the Borrower and (ii) any U.S. certificated air carrier that provides scheduled or chartered commercial air transportation of passengers or cargo, any non-U.S. certificated air carrier that operates at least twenty-eight (28) flights per week to the U.S. and is not then a joint venture partner of Delta and any Affiliates of any of the foregoing; provided that with respect to this clause (ii) the Administrative Agent may ask Delta for confirmation as to whether any potential Lender would be a Disqualified Lender under this clause (a)(ii) or (b) any Person that is a competitor of Borrower or its Subsidiaries or an Affiliate of such competitor to the extent that such competitor is separately identified in writing by Borrower to the Administrative Agent for distribution to the Lenders.
 “ Disqualified Stock ” shall mean any Capital Stock that, by its terms (or by the terms of any security into which it is convertible, or for which it is exchangeable, in each case at the option of the holder of the Capital Stock), or upon the happening of any event, matures or is mandatorily redeemable, pursuant to a sinking fund obligation or otherwise (other than as a result of a change of control or asset sale), is convertible or exchangeable for Indebtedness or Disqualified Stock, or is redeemable at the option of the holder of the Capital Stock, in whole or in part (other than as a result of a change of control or asset sale), on or prior to the date that is 91 days after the Latest Maturity Date then in effect. Notwithstanding the preceding sentence, any Capital Stock that would constitute Disqualified Stock solely because the holders of the Capital Stock have the right to require Borrower to repurchase such Capital Stock upon the occurrence of a change of control or an asset sale will not constitute Disqualified Stock if the terms of such Capital Stock provide that Borrower may not repurchase or redeem any such Capital Stock pursuant to such provisions unless such repurchase or redemption complies with Section 6.01 hereof. In addition, for the avoidance of doubt and notwithstanding the first sentence of this “Disqualified Stock” definition, “Disqualified Stock” shall not include any shares of common stock of the Borrower issuable upon the achievement of share price thresholds of the common stock of the Borrower of $ 125.00 2,500.00 , $ 150.00 3,000.00 and $ 175.00 3,500.00 , respectively as set forth in that certain Agreement and Plan of Merger dated as of February 1, 2021 (the “ Merger Agreement ”) by and among Aspirational Consumer Lifestyle Corp., a Cayman Islands exempted company (“ ASPL ”), Wheels Up Partners Holdings LLC, a Delaware limited liability company (“ Wheels Up ”), KittyHawk Merger Sub LLC, a Delaware limited liability corporation and a direct wholly owned subsidiary of ASPL, Wheels Up Blocker Sub LLC, a Delaware limited liability company and a direct wholly owned subsidiary of ASPL (“ Blocker Sub ”), the Blocker Merger Subs (as defined in the Merger Agreement) and the Blockers (as defined in the Merger Agreement) ) (the “ SPAC Merger Shares ”). The amount of Disqualified Stock deemed to be outstanding at any time for purposes of this Agreement will be the maximum amount that Borrower and its Subsidiaries may become obligated to pay upon the maturity of, or pursuant to any mandatory redemption provisions of, such Disqualified Stock, exclusive of accrued dividends.
 “ Dollar Equivalent ” means, at any time, (a) with respect to any amount denominated in Dollars, such amount and (b) with respect to any amount denominated in any other currency, the equivalent amount thereof in Dollars as determined in accordance with Section 1.06 hereof.
 “ Dollars ” and “$” shall mean lawful money of the United States of America.
 “ DOT ” shall mean the U.S. Department of Transportation and any successor thereto.
 “ EEA Financial Institution ” shall mean (a) any credit institution or investment firm established in any EEA Member Country which is subject to the supervision of an EEA Resolution Authority, (b) any entity established in an EEA Member Country which is the parent of an institution described in clause (a) of this definition, or (c) any financial institution established in an EEA Member Country which is a subsidiary of an institution described in clauses (a) or (b) of this definition and is subject to consolidated supervision with its parent.
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 “ EEA Member Country ” shall mean any of the member states of the European Union, Iceland, Liechtenstein, and Norway.
 “ EEA Resolution Authority ” shall mean any public administrative authority or any person entrusted with public administrative authority of any EEA Member Country (including any delegee) having responsibility for the resolution of any EEA Financial Institution.
 “ EETC ” shall mean the facility evidenced by the First Lien Documents (as defined in the EETC Intercreditor).
 “EETC Class B Escrow Account” shall mean the “Class B Escrow Account” as defined in the 2026 EETC Note Purchase Agreement.
 “ EETC Collateral ” shall mean the Collateral (as defined in the EETC Intercreditor).
 “ EETC Documentation ” shall mean the First Lien Documents (as defined in the EETC Intercreditor) and the EETC Intercreditor, as in effect on the Amendment No. 4 Effective Date, and including for the avoidance of doubt such supplements, releases and other modifications to add and release Collateral where expressly permitted or required under such First Lien Documents.
 “EETC Fee Letters” shall mean, collectively, the (i) Amendment No. 2 Fee Letter and (ii) Amendment No. 4 Fee Letter.
 “ EETC Intercreditor ” shall mean that certain Second Amended and Restated Intercreditor Agreement, dated as of the Amendment No. 2 Effective Date May 21, 2026 , by and among Delta, Wheels Up Class A-1 Loan Trust 2024-1, a statutory trust formed and existing under the laws of Delaware, as a borrower and noteholder under the first lien documents First Lien Documents (as defined therein), Wheels Up Class B- 1 Loan Trust 2024-1, a statutory trust formed and existing under the laws of Delaware, as a borrower and noteholder under the First Lien Documents (as defined therein), the Borrower, Wheels Up Partners LLC, a Delaware limited liability company, as the owner, the other grantors from time to time party thereto, Wilmington Trust , National Association , as first lien agent and as first lien security agent, and U.S. Bank Trust Company, N.A. , as second lien agent and as second lien security agent , as amended, restated, modified, supplemented, extended or amended and restated from time to time .
 “ EETC Liquidity Reserve Account ” shall have the meaning given to such term in the EETC Intercreditor Accounts” shall mean, collectively, the Liquidity Reserve Account (as such term is defined in the 2024 Note Purchase Agreement) and the Liquidity Reserve Account (as such term is defined in the 2026 Note Purchase Agreement).
 “ EETC Obligations ” shall mean the First Lien Obligations (as defined in the EETC Intercreditor).
 “ EETC Second Lien Collateral Documents ” shall mean the Second Lien Security Documents (as defined in the EETC Intercreditor).
 “ EETC Secured Parties ” shall mean the Second Lien Secured Parties (as defined in the EETC Intercreditor).
 “ Electronic Signature ” shall mean an electronic sound, symbol, or process attached to, or associated with, a contract or other record and adopted by a Person with the intent to sign, authenticate or accept such contract or record.
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 “ Eligible Assignee ” shall mean, (i) a Lender, or any Affiliate or Approved Fund of a Lender, (ii) any Person that meets the requirements to be an assignee under Section 10.02(b) (subject to receipt of such consents, if any, as may be required for the assignment of the applicable Loan and/or Commitments to such Person under Section 10.02(b)(i)) and (iii) with respect to the Revolving Credit Facility, any Person approved by Delta and CK Wheels; provided that (i) Eligible Assignee shall not include any Disqualified Lender and (ii) no Loan Party or any Affiliate (other than any Permitted Holder) of a Loan Party shall constitute an Eligible Assignee.
 “ English Loan Party ” means, individually and collectively as the context may require each Loan Party that is incorporated under the laws of England and Wales who is party to this Agreement or who becomes a party to this Agreement pursuant to a joinder agreement and their respective successors and assigns.
 “ Engine ” shall mean an engine used, or intended to be used, to propel an Aircraft, including a Part, appurtenance, and accessory of such Engine and any records relating to such Engine.
 “ Environmental Claim ” shall mean any written notice, claim, proceeding, notice of proceeding, investigation, demand, abatement order or other order or directive by any Person or Governmental Authority alleging or asserting liability with respect to any Loan Party or the property of such Loan Party, as the case may be, arising out of, based on, in connection with or resulting from (a) the actual or alleged presence, Release or threatened Release of any Hazardous Materials, (b) a violation of Environmental Law, or (c) any actual or alleged injury or threat of injury to human health or safety (solely to the extent related to exposure to Hazardous Materials), natural resources or the environment.
 “ Environmental Laws ” shall mean all applicable laws (including common law), statutes, rules, regulations, codes, ordinances, orders, decrees, judgments, injunctions or legally binding agreements issued, promulgated or entered into by or with any Governmental Authority, relating to the environment, pollution, human health and safety (solely to the extent related to exposure to Hazardous Materials), or natural resources.
 “ Environmental Liability ” shall mean any liability (including any liability for damages, natural resource damage, costs of environmental investigation, remediation or monitoring or costs, fines or penalties) resulting from or based upon (a) a violation of Environmental Law, (b) the presence or the arrangement for disposal of any Hazardous Materials, (c) exposure to any Hazardous Materials, (d) the Release or threatened Release of any Hazardous Materials into the environment or (e) any contract, agreement, or lease pursuant to which liability is assumed or imposed with respect to any of the foregoing.
 “ Environmental Permit ” shall mean any permit, approval, identification number, license or other authorization required to be held by any Loan Party under any Environmental Law.
 “ Equity Interests ” shall mean Capital Stock and all warrants, options or other rights to acquire Capital Stock (but excluding any debt security that is convertible into, or exchangeable for, Capital Stock).
 “ Equity Transactions ” shall mean the transactions contemplated by the Investment Agreement.
 “ ERISA ” shall mean the Employee Retirement Income Security Act of 1974, as amended from time to time, and the rules and regulations promulgated thereunder.
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 “ ERISA Affiliate ” shall mean any trade or business (whether or not incorporated) that, together with any Loan Party, is (i) treated as a single employer under Section 414(b) or (c) of the Code or, solely for purposes of Section 302 of ERISA and Section 412 of the Code, is treated as a single employer under Section 414 of the Code and (ii) under common control, within the meaning of Section 4001(a)(14) of ERISA.
 “ EU Bail-In Legislation Schedule ” shall mean the EU Bail-In Legislation Schedule published by the Loan Market Association (or any successor person), as in effect from time to time.
 “ Event of Default ” shall have the meaning given to such term in Section 7.01 .
 “ Event of Loss ” shall mean, with respect to any Collateral, any of the following events: (i) the destruction of or damage to such property that renders repair uneconomic or that renders such property permanently unfit for normal use; (ii) any damage or loss to or other circumstance with respect to such property that results in an insurance settlement with respect to such property on the basis of a total loss, or a constructive or arranged total loss; (iii) the confiscation or nationalization of, or requisition of title to such property by any Governmental Authority; (iv) the theft or disappearance of such property that shall have resulted in the loss of possession of such property by any Loan Party for a period in excess of 30 days; or (v) the seizure of, detention of or requisition for use of, such property by any Governmental Authority that shall have resulted in the loss of possession of such property by any Loan Party and such requisition for use shall have continued beyond the earlier of (A) 60 days and (B) the date of receipt of insurance or condemnation proceeds with respect thereto.
 An Event of Loss shall be deemed to have occurred:
 (a) in the case of an actual total loss, at 12 midnight (London time) on the actual date the relevant Collateral was lost;
 (b) in the case of any of the events described in paragraph (i) of the definition of “Event of Loss” above (other than an actual total loss), upon the date of occurrence of such destruction, damage or rendering unfit;
 (c) in the case of any of the events described in paragraph (ii) of the definition of “Event of Loss” above (other than an actual total loss), the date and time at which either a total loss is subsequently admitted by the insurers or a competent court or arbitration tribunal issues a judgment to the effect that a total loss has occurred;
 (d) in the case of any of the events referred to in paragraph (iii) of the definition of “Event of Loss” above, upon the occurrence thereof; and
 (e) in the case of any of the events referred to in paragraphs (iv) and (v) of the definition of Event of Loss above, upon the expiration of the period of time specified therein.
 (f) Notwithstanding anything to the contrary in this definition, the “Event of Loss” definitions in any Aircraft mortgage covering such Collateral will apply thereto for the purposes of this Agreement.
 “ Exchange Act ” shall mean the Securities Exchange Act of 1934, as amended.
 “ Exchange Rate ” means, on any day, with respect to conversions from any Non-U.S. Currency to Dollars, (i) the rate of exchange for the purchase of Dollars with such Non-U.S. Currency last provided by Reuters on the Business Day (New York City time) immediately preceding the date of
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 determination or (ii) if at the time of any such determination, no such rate pursuant to clause (i) is being provided, then (x) Administrative Agent, may use any reasonable method it deems applicable to determine such rate, and such determination shall be conclusive absent manifest error or (y) if such Exchange Rate is being determined by the Borrower for the purpose of determining compliance under Articles 6 or 7 , Borrower may, at its election, use any customary method that it reasonably determines in good faith is an appropriate substitute to determine such rate and shall promptly notify the Administrative Agent of such substitute. The Administrative Agent shall promptly provide Borrower with the then current Exchange Rate used by the Administrative Agent upon Borrower’s request therefor, and Borrower shall promptly provide the Administrative Agent with the then current Exchange Rate used by Borrower upon the Administrative Agent’s request therefor.
 “ Excluded Accounts ” shall mean any account:
 (g) Payroll Accounts and other accounts used exclusively for payroll, payroll taxes or other employee wage and benefit payments;
 (h) constituting a fiduciary, trust or escrow account or an account that does not otherwise constitute property which a Loan Party is entitled to pledge;
 (i) constituting a segregated account exclusively holding customer deposits (including any funds related to the JetCard program) (such accounts, the “ Customer Deposit Accounts ”);
 (j) constituting a collateral account of the applicable depositary bank related to corporate credit cards in an amount not to exceed $5.0 million;
 (k) constituting a collateral account of the applicable depositary bank related to the Existing Letter of Credit Facility or any replacement facility in an amount not to exceed $10 million.
 (l) dormant or zero-balance accounts;
 (m) constituting a guarantee or collateral account solely for lease obligations;
 (n) accounts used solely for federal excise tax;
 (o) the NatWest Excluded Account (as defined in the Debenture); and
 (p) any other account which the Loan Parties and the Lead Lenders determine that the costs or other consequences of obtaining a security interest therein are excessive in relation to the benefit to the Secured Parties of the security to be afforded thereby.
 “ Excluded Assets ” shall mean:
 (q) with respect to any US U.S. Loan Party:
 (1) any lease, sublease, license, contract or agreement to which any Loan Party is a party, and any of its rights or interest thereunder, to the extent that the grant of a security interest therein (i) would violate any law, rule or regulation applicable to such Loan Party, or (ii) would, under the terms of such lease, sublease, license, contract or agreement existing on the Closing Date or the time of entry of such lease, sublease, license, contract or agreement, violate or result in a breach under or invalidate such lease, sublease, license, contract or agreement, or require the
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 consent of or create a right of termination in favor of any other party thereto (other than a Loan Party) (unless the applicable consents have been obtained or such law, rule, regulation, term, provision or condition would be rendered ineffective with respect to the creation of the security interest hereunder pursuant to Sections 9-406, 9-407, 9-408 or 9-409 of the UCC of any relevant jurisdiction or any other applicable law (including the Bankruptcy Code) or principles of equity);
 (2) any governmental licenses or state or local franchises, charters and authorizations to the extent a security interest therein is prohibited by the terms thereof or requires consent (other than by a Loan Party) (except to the extent such prohibition is ineffective under the UCC of any relevant jurisdiction or any other applicable law (including the Bankruptcy Code) or principle of equity);
 (3) any assets as to which Borrower and the Lead Lenders determine that the costs or other consequences of obtaining a security interest therein are excessive in relation to the benefit to the Secured Parties of the security to be afforded thereby, including as memorialized as of the Closing Date on Schedule 1.01(d);
 (4) any equity interest held by a Loan Party (i) in any entity in which such Loan Party, together with any other Loan Party, does not have a controlling interest and the pledge of which would violate, result in a breach under or require consent under an agreement (other than the consent of a Loan Party) in respect thereof as to which such Loan Party is a party (unless such third-party consents have been obtained) and (ii) in any entity that is a captive insurance company, special purpose entity, securitization, receivables subsidiary or not-for-profit subsidiary;
 (5) any ITU Application;
 (6) Excluded Accounts;
 (7) (A) any leasehold interest or subleasehold interest (including any ground lease interest) in real property, (B) any improvements located in an area identified by the Federal Emergency Management Agency (or any successor agency) as a “special flood hazard area” and (C) any fixtures affixed to any real property to the extent such real property does not constitute Owned Real Property;
 (8) [reserved];
 (9) any particular asset, if the pledge thereof or the security interest therein would reasonably be expected to result in material adverse tax consequences to any Loan Party (or any parent entity that is the parent of a consolidated, combined, unitary or similar group of applicable income tax purposes that includes the Borrower) or any Subsidiary as reasonably determined by the Borrower and the Lead Lenders;
 (10) any property and assets held by an Excluded Subsidiary or any Person that is not required to be a Loan Party; and
 (r) with respect to any Non-U.S. Loan Party, any asset or property of, held by, or relating to such Non-U.S. Loan Party, which, in each case do not fall within the assets or property expressly contemplated under the definition of the “Overriding Principle” (as defined in the Guaranty and Security Principles) or which are otherwise excluded pursuant to the Guaranty and Security Principles.
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 “ Excluded Contributions ” shall mean net cash proceeds received by Borrower on or after the Closing Date from:
 (1) contributions to its common equity capital (other than from any Subsidiary); or
 (2) the sale (other than to a Subsidiary or to any management equity plan or stock option plan or any other management or employee benefit plan or agreement of Borrower or any Subsidiary) of Qualifying Equity Interests,
 in each case designated as Excluded Contributions pursuant to an Officer’s Certificate executed on or around the date such capital contributions are made or the date such Equity Interests are sold, as the case may be.
 “ Excluded Subsidiary ” shall mean any Subsidiary of Borrower (a) that is prohibited or restricted by applicable law, or regulation from being or becoming a Guarantor, (b) that is subject to any contract or other restrictions existing prior to the Closing Date or the date such entity is acquired by Borrower or a Subsidiary of Borrower, as applicable, that prohibits such Subsidiary from providing a Guarantee of the Obligations, (c) for which the Lead Lenders agree that (i) the granting or maintenance of a Guarantee by such Subsidiary would result in material adverse tax consequences to the Borrower or any of its Subsidiaries or (ii) the burden or cost of providing a Guaranty outweighs, or is excessive in light of, the benefits afforded thereby, including as memorialized as of the Closing Date on Schedule 1.01(d), (d) that is a captive insurance company, special purpose entity, securitization, receivables subsidiary or not-for-profit subsidiary, (e) that is not required to become a Guarantor pursuant to the Guaranty and Security Principles and/or the Guarantee Limitations or (f) that is an Immaterial Subsidiary; provided , that “Excluded Subsidiary” shall not include any Designated Guarantor that becomes a Loan Party pursuant to Section 5.12 for as long as such Subsidiary remains a Designated Guarantor.
 “ Excluded Taxes ” shall mean, with respect to the Administrative Agent, any Lender or any other recipient of any payment to be made hereunder or under any Loan Document (collectively, “ Tax Indemnitees ”), (a) any Taxes based on (or measured by) net income (however denominated), franchise Taxes and branch profits or any similar Taxes, in each case, imposed (i) by the jurisdiction under the laws of which such recipient is organized or in which its principal office is located or, in the case of any Lender, in which its applicable lending office is located or (ii) that are Other Connection Taxes, (b) any withholding Tax that is attributable to such recipient’s failure to deliver the documentation to the extent required pursuant to Section 2.13(h) or Section 2.13(i) , (c) any withholding Tax that is imposed by reason of FATCA and (d) any U.S. federal withholding Taxes imposed on amounts payable to or for the account of such Lender with respect to an applicable interest in a Loan or Commitment pursuant to a law in effect on the date on which (i) such Lender acquires such interest in the Loan or Commitment (other than pursuant to an assignment request by the Borrower pursuant to Section 2.15(b)) or (ii) such Lender designates a new lending office, except, in each case, to the extent that, pursuant to Section 2.13 amounts with respect to such Taxes were payable to such Lender’s assignor immediately prior to such Lender became a party hereto or to such Lender immediately before it changed its lending office.
 “ Existing Bridge Facility ” shall mean the Secured Promissory Note, dated as of August 8, 2023, between Delta, as payee and Wheels Up Experience Inc., as borrower (as amended, amended and restated, supplemented or otherwise modified on or before the Closing Date).
 “ Existing Letter of Credit Facilities ” shall mean, collectively, that certain (i) letter of credit issued by J.P. Morgan Chase & Co. for the benefit of 2135 Owner, LLC related to a Subsidiary of the Borrower’s leased real property located in Chamblee, Georgia, and (ii) letter of credit issued by J.P.
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 Morgan Chase & Co. for the benefit of Sequential Brands Group, Inc. related to a Subsidiary of the Borrower’s leased real property located in New York, New York.
 “ Extended Term Loan ” shall have the meaning given to such term in Section 2.23(a)(ii) .
 “ Extension Amendment ” shall have the meaning given to such term in Section 2.23(c) .
 “ FAA ” shall mean the Federal Aviation Administration of the United States of America and any successor thereto.
 “ FAA Regulations ” means the Federal Aviation Regulations issued or promulgated pursuant to part A of subtitle VII of title 49, United States Code from time to time.
 “ Facility ” shall mean, as applicable, the Revolving Credit Facility and/or the Term Loan Facility.
 “ Facility Termination Date ” shall mean the later of the Term Loan Maturity Date and/or the Revolving Facility Termination Date, as context requires.
 “ Fair Market Value ” shall mean the value that would be paid by a willing buyer to an unaffiliated willing seller in a transaction not involving distress or necessity of either party, determined in good faith by the board of directors or a Financial Officer of Borrower (unless otherwise provided in this Agreement); provided that the board of directors or Financial Officer of Borrower, as applicable, shall be permitted to consider the circumstances existing at such time (including, without limitation, economic or other conditions affecting the applicable air carrier industry generally and any relevant legal compulsion, judicial proceeding or administrative order or the possibility thereof) in determining such Fair Market Value in connection with such transaction; and provided , further , that nothing herein shall be construed as a limitation of the fiduciary duties of the board of directors of Borrower pursuant to applicable law.
 “ FATCA ” shall mean (a) Sections 1471 through 1474 of the Code or any associated regulations or other official guidance, as of the date of this Agreement, any amended or successor provisions that are substantively comparable thereto and not materially more onerous to comply with, any current or future regulations or official interpretations thereof; (b) any fiscal or regulatory legislation, rules or practices adopted pursuant to any intergovernmental agreement, treaty, law or convention among Governmental Authorities and implementing such Sections of the Code; and (c) any agreements entered into pursuant to Section 1471(b)(1) of the Code or pursuant to the implementation of anything referred to in paragraphs (a) or (b) above with the US Internal Revenue Service, the US government or any governmental or taxation authority in any other jurisdiction.
 “ Federal Funds Rate ” shall mean, for any day, the rate calculated by the NYFRB based on such day’s federal funds transactions by depositary institutions and published on the next succeeding Business Day by the NYFRB as the federal funds rate; provided that, if the Federal Funds Rate shall be less than zero, such rate shall be deemed to be zero for purposes of this Agreement.
 “ Federal Reserve Board ” shall mean the Board of Governors of the Federal Reserve System of the United States.
 “ Fees ” shall collectively mean, as applicable, the fees referred to in the Fee Letters.
 “ Fee Letters ” shall mean (a) the Lender Fee Letter and (b) the Administrative Agent Fee Letter.
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 “ Financial Officer ” shall mean, with respect to any Person, the Chief Executive Officer, Chief Financial Officer or Treasurer or other similar officer or authorized person, in each case, with knowledge of the transactions contemplated by this Agreement, of such Person.
 “ Fitch ” shall mean Fitch, Inc., also known as Fitch Ratings, and its successors.
 “ Flood Insurance Certificate ” shall mean, with respect to each Owned Real Property, a completed “Life-of-Loan” Federal Emergency Management Agency standard flood hazard determination.
 “ Flood Insurance Laws ” shall mean, collectively, (i) the National Flood Insurance Reform Act of 1994 (which comprehensively revised the National Flood Insurance Act of 1968 and the Flood Disaster Protection Act of 1973) as now or hereafter in effect or any successor statute thereto, (ii) the Flood Disaster Reform Act of 2004 as now or hereafter in effect or any successor statute thereto, and (iii) the Biggert-Waters Flood Insurance Reform Act of 2012 as now or hereafter in effect or any successor statute thereto.
 “ Fuel Hedging Agreement ” shall mean any spot, forward or option fuel price protection agreements and other types of fuel hedging agreements or economically similar arrangements designed to protect against or manage exposure to fluctuations in fuel prices.
 “ Funds Flow Direction Letter ” shall mean that certain direction letter, dated as of the Closing Date, executed by the Borrower, which instructs the Administrative Agent as to the flow of loan proceeds on the Closing Date.
 “ GAAP ” shall mean generally accepted accounting principles in the U.S.
 “ German Loan Party ” means, individually and collectively as the context may require each Loan Party that is organized under the laws of Germany, and each Person that is organized under the laws of Germany who is party or who becomes a party to this Agreement pursuant to a joinder agreement and their respective successors and assigns.
 “ German Security Agreement ” means, individually and collectively as the context may require, each pledge agreement, assignment agreement, security transfer agreement, guarantee or other agreement, including any supplements or confirmations thereto, that is entered into by any German Loan Party or any Person who is the holder of Equity Interests in any German Loan Party in favor of the Collateral Agent and/or any Lender, and any other pledge agreement, assignment agreement, security transfer agreement or other agreement entered into pursuant to the terms of the Loan Documents that is governed by the laws of Germany, securing the Obligations, in each case in form and substance satisfactory to the Administrative Agent and entered into pursuant to the terms of this Agreement or any other Loan Document, as the same may be amended, restated, supplemented or otherwise modified from time to time.
 “ Germany ” means the Federal Republic of Germany.
 “ Governmental Authority ” shall mean the government of the United States of America, United Kingdom, Germany, Italy or France and any other nation or any political subdivision thereof, whether state or local, and any agency, authority, instrumentality, regulatory body, court, central bank organization, or other entity exercising executive, legislative, judicial, taxing or regulatory powers or functions of or pertaining to government. Governmental Authority shall not include any Person in its capacity as an Airport Authority.
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 “ Guarantee ” shall mean a guarantee (other than (a) by endorsement of negotiable instruments for collection or (b) customary contractual indemnities, in each case in the ordinary course of business), direct or indirect, in any manner including, without limitation, by way of a pledge of assets or through letters of credit or reimbursement agreements in respect thereof, of all or any part of any Indebtedness (whether arising by virtue of partnership arrangements, or by agreements to keep-well, to purchase assets, goods, securities or services, to take or pay or to maintain financial statement conditions).
 “ Guaranteed Obligations ” shall have the meaning given to such term in Section 9.01(a) .
 “ Guarantors ” shall mean, collectively, direct or indirect Subsidiary of Borrower (including any Designated Guarantor but excluding for the avoidance of doubt all Excluded Subsidiaries) that is either (i) party hereto on the Closing Date or (ii) becomes a party to the Guarantee contained in Article 9 by executing an Instrument of Assumption and Joinder.
 “ Guaranty and Security Principles ” means the Agreed Security Principles attached hereto as Schedule 1.01(c).
 “ Guarantee Limitations ” includes the meaning of the term “German Guarantee Limitations” in Section 9.09 and “English Guarantee Limitations” in Section 9.10, as may be supplemented or modified from time to time in accordance with the terms thereof.
 “ Guaranty Obligations ” shall have the meaning given to such term in Section 9.01(a) .
 “ Hazardous Materials ” shall mean (a) all explosive or radioactive substances or wastes, (b) all hazardous or toxic substances or wastes, (c) all other pollutants, including petroleum, petroleum products, petroleum by-products, petroleum breakdown products, petroleum distillates, asbestos, asbestos containing materials, polychlorinated biphenyls, per- and polyfluoroalkyl substances, radon gas, and infectious or medical wastes and (d) all other substances or wastes of any nature that are regulated pursuant to, or would reasonably be expected to give rise to liability under any Environmental Law.
 “ Hedging Agreement ” shall mean any Interest Rate Agreement, any Currency Agreement, any Fuel Hedging Agreement and any other derivative or hedging contract, agreement, confirmation or other similar transaction or arrangement that is entered into by any Loan Party, including any commodity or equity exchange, swap, collar, cap, floor, adjustable strike cap, adjustable strike corridor, cross-currency swap or forward rate agreement, spot or forward foreign currency or commodity purchase or sale, listed or over-the-counter option or similar derivative right related to any of the foregoing, non-deliverable forward or option, foreign currency swap agreement, currency exchange rate price hedging arrangement or other arrangement designed to protect against fluctuations in interest rates or currency exchange rates, commodity, currency or securities values, or any combination of the foregoing agreements or arrangements.
 “ Hedging Obligations ” shall mean obligations under or with respect to Hedging Agreements.
 “ HSR Act ” shall have the meaning given to such term in Section 4.01(s) .
 “ Immaterial Subsidiary ” shall mean any Subsidiary that (a) did not, as of the last day of the most recently ended fiscal quarter of the Borrower, have assets with a value in excess of 2.5% of the Consolidated Total Assets or revenues representing in excess of 2.5% of total revenues of the Borrower and the Subsidiaries on a consolidated basis as of such date, and (b) taken together with all Immaterial Subsidiaries as of the last day of the most recently ended fiscal quarter of the Borrower, did not have
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 assets with a value in excess of 5% of Consolidated Total Assets or revenues representing in excess of 5% of total revenues of the Borrower and the Subsidiaries on a consolidated basis as of such date. Notwithstanding the foregoing, (A) no Subsidiary that owns any Aircraft Collateral or any other asset that is material to the operation of the business of the Loan Parties (when taken as a whole) that would otherwise constitute Collateral if such Subsidiary were not designated as an Immaterial Subsidiary shall be an Immaterial Subsidiary and (B) no Subsidiary that is an obligor under any Material Indebtedness or with respect to the EETC Obligations shall be an Immaterial Subsidiary.
 “ Increase Effective Date ” shall have the meaning given to such term in Section 2.22(a) .
 “ Incremental Term Loan Commitment ” shall have the meaning given to such term in Section 2.22(a) .
 “ Incremental Term Loans ” shall have the meaning given to such term in Section 2.22(c) .
 “ Increase Joinder ” shall have the meaning given to such term in Section 2.22(c) .
 “ Indebtedness ” shall mean, with respect to any specified Person, any indebtedness of such Person (excluding deferred revenue related to memberships and future flight activity, accrued expenses and trade payables), whether or not contingent:
 (1) in respect of borrowed money;
 (2) evidenced by bonds, notes, debentures or similar instruments or letters of credit (or reimbursement agreements in respect thereof);
 (3) in respect of banker’s acceptances;
 (4) representing Capital Lease Obligations;
 (5) representing the balance deferred and unpaid of the purchase price of any property or services due more than eighteen (18) months after such property is acquired or such services are completed, but excluding in any event trade payables arising in the ordinary course of business;
 (6) representing any Hedging Obligations; or
 (7) representing Disqualified Stock,
 if and to the extent any of the preceding items (other than letters of credit and Hedging Obligations) would appear as a liability upon a balance sheet of the specified Person prepared in accordance with GAAP. In addition, the term “Indebtedness” includes all Indebtedness of others secured by a Lien on any asset of the specified Person (whether or not such Indebtedness is assumed by the specified Person) and, to the extent not otherwise included, the Guarantee by the specified Person of any Indebtedness of any other Person. Indebtedness shall be calculated without giving effect to the effects of GAAP to the extent such effects would otherwise increase or decrease an amount of Indebtedness for any purpose under this Agreement as a result of accounting for any embedded derivatives created by the terms of such Indebtedness.
 “ Indemnified Taxes ” shall mean Taxes (other than Excluded Taxes) imposed on or with respect to any payments made by or on account of any obligation of the Borrower or any Guarantor under this Agreement or any other Loan Document.
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 “ Indemnitee ” shall have the meaning given to such term in Section 10.04(b) .
 “ Initial Term Loans ” shall mean (x) as of the Closing Date, the Term Loans incurred by the Borrower on the Closing Date and (y) as of the Amendment No. 1 Effective Date, the Term Loans incurred by the Borrower, in an amount not to exceed the aggregate amount of Term Loan Commitments and Amendment No. 1 Incremental Term Loan Commitments, in each case as set forth on Schedule 1.01(a) attached hereto.
 “ International Loan Parties ” means, individually and collectively as the context may require, any German Loan Party and any Subsidiary of Borrower organized under the laws of a jurisdiction other than located in the U.S.
 “ Instrument of Assumption and Joinder ” shall mean that certain joinder agreement in the form of Exhibit C hereto
 “ Intellectual Property ” shall have the meaning given to such term in the Security Agreement (or such other equivalent term in the Collateral Documents).
 “ Intercompany Note ” shall mean a subordinated global promissory note among the Loan Parties and certain other Subsidiaries that are not Loan Parties substantially in the form of Exhibit E.
 “ Interest Expense ” shall mean, for any accounting period, total interest expense of the Borrower and its Subsidiaries with respect to all outstanding debt during such period, all as determined on a consolidated basis for such period and in accordance with GAAP.
 “ Interest Payment Date ” shall mean the last day of each March, June, September and December and the Maturity Date.
 “ Interest Rate Agreement ” shall mean any interest rate protection agreement, interest rate future agreement, interest rate option agreement, interest rate swap agreement, interest rate cap agreement, interest rate collar agreement, interest rate hedge agreement, option or future contract or other similar agreement or arrangement.
 “ International Interest ” shall mean an “international interest” as defined in the Cape Town Treaty.
 “ International Registry ” shall mean the “International Registry” as defined in the Cape Town Treaty.
 “ Investments ” shall mean, with respect to any Person, all direct or indirect investments made from and after the Closing Date by such Person in other Persons (including Affiliates) in the forms of loans (including Guarantees), capital contributions or advances (but excluding advance payments and deposits for goods and services and similar advances to officers, employees and consultants made in the ordinary course of business), purchases or other acquisitions for consideration of Indebtedness, Equity Interests or other securities of other Persons, together with all items that are or would be classified as investments on a balance sheet prepared in accordance with GAAP. If Borrower or any other Subsidiary sells or otherwise Disposes of any Equity Interests of any direct or indirect Subsidiary after the Closing Date such that, after giving effect to any such sale or Disposition, such Person is no longer a Subsidiary, Borrower will be deemed to have made an Investment on the date of any such sale or Disposition equal to the Fair Market Value of Borrower’s Investments in such Subsidiary that were not sold or Disposed of in an amount determined as provided in Section 6.01 hereof. Notwithstanding the foregoing, any Equity Interests retained by Borrower or any of its Subsidiaries after a Disposition or dividend of assets or
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 Capital Stock of any Person in connection with any partial “spin-off” of a Subsidiary or similar transactions shall not be deemed to be an Investment. The acquisition by Borrower or any Subsidiary after the Closing Date of a Person that holds an Investment in a third Person will be deemed to be an Investment by Borrower or such Subsidiary in such third Person in an amount equal to the Fair Market Value of the Investments held by the acquired Person in such third Person in an amount determined as provided in Section 6.01 hereof. Except as otherwise provided in this Agreement, the amount of an Investment will be determined at the time the Investment is made and without giving effect to subsequent changes in value.
 “ Investment Agreement ” means that certain Investment and Investor Rights Agreement, dated as of September 20, 2023, among the Borrower, Delta, CK Opps I and Cox Enterprises, Inc. (as amended, restated, modified, supplemented, extended or amended and restated from time to time).
 “ Italian Quota Pledge Agreement ” means the quota pledge agreement, including any supplements or confirmations thereto, governed by the laws of the Republic of Italy, that is entered into by Air Partner Limited, the Collateral Agent and the Lenders, securing the Obligations of Air Partner Limited in its capacity as Guarantor under this Agreement.
 “ ITU Application ” shall mean any “intent-to-use” application for registration of a trademark filed pursuant to Section 1(b) of the Lanham Act, 15 U.S.C. § 1051, prior to the acceptance of a “Statement of Use” and issuance of a “Certificate of Registration” pursuant to Section 1(d) of the Lanham Act or an “Amendment to Allege Use”, whereby such “intent-to-use” application is converted to a “use in commerce” application pursuant to Section 1(c) of the Lanham Act with respect thereto.
 “ Junior Lien Indebtedness ” shall mean any Indebtedness incurred by a Loan Party that is secured by all or a portion of the Collateral on a junior lien basis to the Liens on the Collateral securing the Obligations; provided that such Indebtedness is subordinated in right of payment to the Obligations pursuant to a Junior Lien Intercreditor Agreement or otherwise on terms reasonably satisfactory to the Administrative Agent and the Lead Lender.
 “ Junior Lien Intercreditor Agreement ” shall mean an intercreditor agreement that is reasonably satisfactory to the Lead Lenders (which may, if applicable, consist of a payment “waterfall”).
 “ Latest Maturity Date ” shall mean, at any date of determination, the latest maturity or expiration date applicable to any Loan or Commitment hereunder at such time.
 “ Lead Lenders ” shall mean Delta and CK Wheels; provided that, each of Delta and CK Wheels will be Lead Lenders only for so long as such Lender and its Affiliates holds at least $75.0 million in Term Loans and Revolving Commitments hereunder.
 “ Legal Reservations ” shall mean:
 (a) the principle that equitable remedies may be granted or refused at the discretion of a court, the limitation of enforcement by laws relating to insolvency, bankruptcy, liquidation, judicial management, reorganization, court schemes, moratoria, administration and other laws generally affecting the rights of creditors and similar principles or limitations under the laws of any applicable jurisdiction;
 (b) the time barring of claims under applicable limitation laws, the possibility that an undertaking to assume liability for or indemnify a person against non-payment of stamp duty may be void and defenses of set-off or counterclaim and similar principles or limitations under the laws of any applicable jurisdiction;
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 (c) any general principles, reservations or qualifications, in each case as to matters of law as set out in any legal opinion delivered to the Administrative Agent in connection with any provision of any Loan Document;
 (d) the principle that any additional interest imposed under any relevant agreement may be held to be unenforceable on the grounds that it is a penalty and thus void;
 (e) the principle that in certain circumstances security granted by way of fixed charge may be characterized as a floating charge or that security purported to be constituted by way of an assignment may be recharacterized as a charge;
 (f) the principle that a court may not give effect to an indemnity for legal costs incurred by an unsuccessful litigant;
 (g) the principle that the creation or purported creation of security over any contract or agreement which is subject to a prohibition against transfer, assignment or charging may be void, ineffective or invalid and may give rise to a breach entitling the contracting party to terminate or take any other action in relation to such contract or agreement;
 (h) the accessory (akzessorisch) nature of the security interests created by certain German Security Agreements;
 (i) provisions of a contract being invalid or unenforceable for reasons of oppression or undue influence; and
 (j) similar principles, rights and defenses under the laws of any relevant jurisdiction.
 “ Lender Fee Lette r” shall mean the Fee Letter among the Lenders as of the Closing Date and the Borrower.
 “ Lenders ” shall have the meaning set forth in the first paragraph of this Agreement.
 “ Liabilities ” shall mean any losses, claims (including intraparty claims), demands, damages or liabilities of any kind.
 “ Lien ” shall mean, with respect to any asset, any mortgage, lien, license, pledge, charge, assignment or transfer for security purposes or other security interest or similar encumbrance of any kind in respect of such asset, whether or not filed, recorded or otherwise perfected under applicable law (but excluding any lease, sublease or use agreement or similar arrangement by any Loan Party described in clauses (g) or (h) of the definition of “Permitted Disposition”), including any conditional sale or other title retention agreement, any option or other agreement to sell or give a security interest in and any agreement to give any financing statement under the UCC (or equivalent statutes) of any jurisdiction.
 “ Loan Documents ” shall mean this Agreement, Amendment No. 1, Amendment No. 2, Amendment No. 3, Amendment No. 4, the Collateral Documents, the Fee Letters, any Promissory Notes, the Intercompany Note and any other instrument or agreement (which is designated as a Loan Document therein) executed and delivered by the Borrower or a Guarantor to the Administrative Agent, the Collateral Agent, any Local Collateral Agent or any Lender, in each case, as the same may be amended, restated, modified, supplemented, extended or amended and restated from time to time in accordance with the terms hereof.
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 “ Loan Parties ” shall mean the Borrower and any Guarantor party hereto from time to time.
 “ Loan Request ” shall mean a request by the Borrower, executed by a Financial Officer of the Borrower, for a Loan in accordance with Section 2.02 in substantially the form of Exhibit B; provided that any Loan Request for a Revolving Loan may be delivered in any form acceptable to the Delta.
 “ Loans ” shall mean the Term Loans and/or Revolving Loans, as the context may require.
 “ Local Collateral Agency Agreements ” shall mean any engagement or fee agreements with Local Collateral Agents as may be applicable from time to time.
 “ Local Collateral Agents ” shall mean any local collateral agent or trustee as may be required under local law from time to time engaged to hold Collateral in such jurisdiction for the benefit of the Secured Parties.
 “ Management Investors ” shall mean the officers, directors, managers, employees and members of management of the Borrower (or any Permitted ParentCo) and their immediate family members.
 “ Margin Stock ” shall have the meaning given to such term in Section 3.09(a) .
 “ Material Adverse Effect ” shall mean a material adverse effect on (a) the consolidated business, operations or financial condition of Borrower and its Subsidiaries, taken as a whole, (b) the validity or enforceability of any material Loan Documents or the material rights or remedies of the Agents and the Lenders thereunder or (c) the ability of the Loan Parties, collectively, to pay the Obligations or otherwise perform their material obligations under the Loan Documents.
 “ Material Intellectual Property ” shall mean any Intellectual Property owned by any Loan Party that is material to the operation of the business of the Loan Parties (when taken as a whole).
 “ Material Indebtedness ” shall mean Indebtedness of the Borrower and/or Guarantors (other than the Loans) outstanding under the same agreement in a principal amount exceeding $5.0 million, including for the avoidance of doubt the Indebtedness under the EETC Documentation.
 “ Maturity Date ” shall mean the Revolving Maturity Date and/or the Term Loan Maturity Date, as context requires.
 “ Minimum Extension Condition ” shall have the meaning given to such term in Section 2.23(b) .
 “ MNPI ” shall mean material non-public information (within the meaning of the U.S. Federal, state or other applicable securities laws) with respect to the Loan Parties and their Affiliates or their securities.
 “ Moody’s ” shall mean Moody’s Investors Service, Inc. and its successors.
 “ Net Proceeds ” shall mean (i) with respect to any incurrence of Indebtedness, the cash received by any Loan Party in respect of such incurrence net of fees, commissions, taxes, costs and expenses incurred in connection therewith and (ii) the aggregate cash and Cash Equivalents received by Borrower or any of its Subsidiaries in respect of any Disposition (including, without limitation, any cash or Cash Equivalents received in respect of or upon the sale or other disposition of any non-cash
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 consideration received in any Disposition) or Recovery Event, net of: (a) the direct costs and expenses relating to such Disposition and incurred by Borrower or a Subsidiary (including the sale or disposition of such non-cash consideration) or any such Recovery Event, including, without limitation, legal, accounting and investment banking fees, and sales commissions, and any relocation expenses incurred as a result of the Disposition or Recovery Event, (b) any Taxes paid or payable as a result of the Disposition or Recovery Event, in each case, after taking into account any available tax credits or deductions; (c) any reserve for adjustment or indemnification obligations in respect of the sale price of such asset or assets established in accordance with GAAP and (d) any portion of the purchase price from a Disposition placed in escrow pursuant to the terms of such Disposition (either as a reserve for adjustment of the purchase price, or for satisfaction of indemnities in respect of such Disposition) until the termination of such escrow.
 “ New Contracts ” shall mean executed agreements with new customers that have contracted with the Borrower and its Subsidiaries, for which pricing, volumes and margins from the covered product or service categories are readily identified.
 “ Non-Delta Lenders ” shall have the meaning given to such term in Section 2.14(b).
 “ Non-Extending Lender ” shall have the meaning given to such term in Section 10.08(f) .
 “ Non-Recourse Debt ” shall mean Indebtedness:
 (1) as to which neither Borrower nor any of its Subsidiaries (A) provides credit support of any kind (including any undertaking, agreement or instrument that would constitute Indebtedness) or (B) is directly or indirectly liable as a guarantor or otherwise; and
 (2) as to which the holders of such Indebtedness do not otherwise have recourse to the stock or assets of Borrower or any of its Subsidiaries.
 “ Non-U.S. Aviation Authority ” shall mean any non-U.S. governmental, quasi-governmental, regulatory or other agency, public corporation or private entity that exercises jurisdiction over the issuance or authorization to serve any non-U.S. point on any flights that any Loan Party is serving at any time and/or to conduct operations.
 “ Non-U.S. Security Agreement ” means (a) each security or pledge agreement executed by any Non-U.S. Loan Party and (b) each other security or pledge agreement pursuant to Section 5.12 executed by any Non-U.S. Loan Party in form and substance reasonably satisfactory to the Lead Lenders.
 “ Non-U.S. Currency ” shall mean any currency other than Dollars.
 “ Non-U.S. Government Scheme or Arrangement ” shall have the meaning given to such term in Section 3.15(e) .
 “ Non-U.S. Loan Party ” means any Loan Party incorporated in a jurisdiction outside of the United States, any State thereof or the District of Columbia.
 “ Non-U.S. person ” shall mean a person or entity that is not a U.S. person (as defined in Regulation S under the Securities Act), is not acquiring the Obligations for the account or benefit of a U.S. person and is acquiring the Obligations in an offshore transaction meeting the requirements of Regulation S.
 “ Non-U.S. Plan ” shall have the meaning given to such term in Section 3.15(e) .
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 “ Note Purchase Agreement Agreements ” shall mean that certain dated as of November 13, 2024, by and among Wheels Up Partners LLC, Wheels Up Class A-1 Loan Trust 2024-1, and Wilmington Trust, National Association, as subordination agent (as amended, restated, modified, supplemented, extended or amended and restated from time to time). , collectively, the 2024 EETC Note Purchase Agreement and the 2026 EETC Note Purchase Agreement
 “ NYFRB ” shall mean the Federal Reserve Bank of New York.
 “ NYFRB Rate ” shall mean, for any day, the greater of (a) the Federal Funds Rate in effect on such day and (b) the Overnight Bank Funding Rate in effect on such day (or for any day that is not a Business Day, for the immediately preceding Business Day); provided that if none of such rates are published for any day that is a Business Day, the term “NYFRB Rate” shall mean the rate for a federal funds transaction quoted at 11:00 a.m. on such day received by the Administrative Agent from a federal funds broker of recognized standing selected by it; provided , further , that if any of the aforesaid rates as so determined be less than zero, such rate shall be deemed to be zero for purposes of this Agreement.
 “ Obligations ” shall mean the unpaid principal of and interest on (including interest accruing after the maturity of the Loans and interest accruing after the filing of any petition of bankruptcy, or the commencement of any insolvency, reorganization or like proceeding, relating to the Borrower, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding), the Loans, whether direct or indirect, absolute or contingent, due or to become due, or now existing or hereafter incurred, which arise under this Agreement or any other Loan Document, whether on account of principal, interest, fees, indemnities, out-of-pocket costs, and expenses (including all fees, charges and disbursements of counsel to the Administrative Agent or any Lender that are required to be paid by the Borrower pursuant hereto) or otherwise.
 “ OFAC ” shall mean the U.S. Department of the Treasury’s Office of Foreign Assets Control.
 “ Officer ” shall mean, with respect to any Person, the Chairman of the Board (to the extent not determined to be independent under the applicable securities laws or the rules and regulations of any national securities exchange or inter-dealer quotation systems), the Chief Executive Officer, the President, any Director, the Chief Operating Officer, the Chief Financial Officer, the Treasurer, Chief Legal Officer, any Assistant Treasurer, the Controller, the Secretary or any Vice-President of such Person.
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