On September 20, 2023, Wheels Up Experience Inc. entered into a Credit Agreement by and among the Company, as borrower (Borrower), certain subsidiaries of the Company as guarantors (the ?Guarantors? and together with the Borrower, the ?Loan Parties?), Delta Air Lines Inc. (?Delta?), CK Wheels LLC (?CK Wheels?) and Cox Investment Holdings Inc. (?CIH? and collectively with Delta and CK Wheels, the ?Lenders?), and U.S. Bank Trust Company, N.A., as administrative agent for the Lenders and as collateral agent for the secured parties, pursuant to which (i) the Lenders provided a term loan facility (the ?Term Loan?) in the aggregate original principal amount of $350.0 million, the net proceeds of which were received by the Company on September 20, 2023 (the ?Closing Date?), and (ii) Delta provided commitments for a revolving loan facility (the ?Revolving Credit Facility?) in the aggregate original principal amount of $100.0 million.

The proceeds of the Term Loan may be used by the Borrower (i) to repay principal and accrued interest under the Amended Note (as defined below), (ii) to pay certain transaction costs, (iii) to pay accrued and unpaid interest under the EETC Documentation (as defined in the Credit Agreement), and (iv) for working capital and general corporate purposes. Pursuant to the Credit Agreement, the Borrower, with the consent of Delta and CK Wheels, may request the establishment of new term loan commitments (each, an ?Incremental Term Loan?) after the Closing Date in an aggregate original principal amount up to $50.0 million, subject to certain limitations and requirements. Any additional lender providing an Incremental Term Loan after the Closing Date in accordance with the Credit Agreement will join the Credit Agreement.

In addition, such new lender?s Incremental Term Loans will be secured solely by the Collateral (as defined below) and on a pari passu basis with the loans under the Term Loan and Revolving Credit Facility, and guaranteed by the Borrower and the Guarantors then party to the Credit Agreement. The scheduled maturity date for the Term Loan is September 20, 2028, and the scheduled maturity date for the Revolving Credit Facility is the earlier of September 20, 2028 and the first date after September 20, 2025, on which all amounts owed with respect to borrowings under the Revolving Credit Facility have been repaid (in each case, as applicable, the ?Maturity Date?), subject in each case to earlier termination upon acceleration or termination of any obligations upon the occurrence and continuation of an Event of Default. Interest on the Term Loan and any borrowings under the Revolving Credit Facility (each, a ?Loan?

and collectively, the ?Loans?) accrues on a daily basis at 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) on the unpaid principal balance of the Loans then outstanding. Accrued interest on each Loan is payable in kind as compounded interest and capitalized to the principal amount of the applicable Loan on the last day of each of March, June, September and December, and the Maturity Date (?PIK Interest?). If any repayment or prepayment of any Loan or upon termination of the commitment for the Revolving Credit Facility as a result of an Event of Default (as defined in the Credit Agreement), accrued interest as of the date of such repayment or prepayment that has not yet been capitalized to the principal amount repaid or prepaid is payable in cash, and with respect to borrowings under the Revolving Credit Facility, payable in cash and on demand unless the revolving lenders consent to the continuation of capitalized PIK Interest.

If in the future the Borrower or its subsidiaries either redeem in full the outstanding Equipment Notes (as defined below) or commence payoff at maturity thereof, the Borrower may elect to make interest payments (or some portion thereof) on any Loans then outstanding in cash. If the Company does not consummate the Deferred Issuance (as defined below) within 120 days after the Closing Date, the interest rate on the Term Loan would be increased to 20% per annum. Also, upon the occurrence and during the continuance of an event of default under the Credit Agreement, (y) interest will accrue on the unpaid principal balance of the Loans at the rate then applicable to such Loans plus 2% and (z) interest will accrue on all other outstanding liabilities, interest, expenses, fees and other sums under the Credit Agreement, at a rate equal to the Alternate Base Rate (as defined in the Credit Agreement) plus 2% per annum (in each case, calculated on the basis of a 360-day year for the actual number of days elapsed and compounded quarterly).

The Credit Agreement also contains certain covenants and events of default, in each case customary for transactions of this type. In connection with entering into the Credit Agreement, the Borrower and certain Guarantors, as applicable, entered into various collateral documents with respect to the Loans, including among others, a security agreement, first- and second-priority lien aircraft mortgage and security agreements for the owned aircraft fleet of the Borrower and its subsidiaries, an intercreditor agreement and certain other ancillary agreements, (collectively with the other agreements delivered in connection with the Credit Agreement, the ?Collateral Documents?). Under the Collateral Documents, the obligations under the Credit Agreement are secured by a first-priority lien on unencumbered assets of the Loan Parties (excluding certain accounts, including any segregated account exclusively holding customer deposits, and other assets specified in the Credit Agreement), as well as a junior lien on certain encumbered assets of the Borrower and the Guarantors (collectively all such assets and property, the ?Collateral?).

The Credit Agreement is initially guaranteed by all U.S. and certain non-U.S. direct and indirect subsidiaries of the Borrower pursuant to the terms of the Credit Agreement, and any new or after-acquired subsidiaries of the Borrower that meet certain criteria are required to be added as Guarantors after the Closing Date.