Spirit Aviation Holdings - Chapter 11 APA Summary

20 Airbus A320 and A321 Aircraft Sale Summary — CSDS Asset Management LLC

Parties Involved

• Seller: Spirit Airlines, LLC, a Delaware limited liability company
• Purchaser (Stalking Horse Bidder): CSDS Asset Management LLC, a Nevada limited liability company
• Spirit Airlines, LLC and its affiliates commenced Chapter 11 bankruptcy cases on August 29, 2025 in the United States Bankruptcy Court for the Southern District of New York and are authorized to continue operating their business as debtors in possession pursuant to sections 1107(a) and 1108 of the Bankruptcy Code.

Assets Being Sold

• 20 Airbus model A320 aircraft and Airbus model A321 aircraft, including:
  • Each airframe (including the associated APU, but excluding the associated Engines)
  • Two aircraft engines associated with each Aircraft
  • All documents and available records pertaining to the Aircraft in Seller's possession or control
• The sale contemplates the purchase of all Aircraft as an "all or none" package transaction, subject to provisions permitting acquisition of less than all Aircraft in certain specified circumstances.
• At Delivery, each Aircraft will be sold free and clear of all liens, claims and interests (other than liens, claims and interests created by, through or on behalf of Buyer).
• Excluded Equipment includes:
  • Defibrillators, enhanced emergency medical kits and other medical equipment
  • Components or systems installed on or affixed to the airframe used to provide individual telecommunications, Wi-Fi and/or satellite connectivity or electronic entertainment or services to passengers
  • Spirit branded galley carts, beverage carts, liquor kits, food tray carriers, ice containers, oven inserts, galley inserts (other than non-branded electrical equipment and other non-branded galley inserts), and other Spirit branded passenger convenience or service items
  • Cargo containers

Stalking Horse Bid

• On February 9, 2026, the Debtors entered into the Aircraft Sale Agreement with the Stalking Horse Buyer.
• The Stalking Horse Buyer has committed to pay the Purchase Price to acquire the Aircraft free and clear of all liens, claims or encumbrances (other than Buyer's Liens).
• Total purchase price for all 20 Aircraft: $533,500,000.00
  • 13 A320-200 CEO aircraft at $26,500,000.00 each
  • 7 A321-200 CEO aircraft at $27,000,000.00 each
• The Stalking Horse Buyer is deemed a Qualified Bidder, and the Stalking Horse Bid is deemed a Qualified Bid for all applicable purposes under the Bidding Procedures. No further action or documentation is required from the Stalking Horse Buyer to participate in the Auction.

Good Faith Deposit

• Within three business days after execution of the Aircraft Sale Agreement, the Stalking Horse Buyer paid to the Escrow Agent a total deposit amount of $53,350,000.00 with respect to all Aircraft, allocated in equal installments of $2,667,500.00 per Aircraft.
• Each Qualified Bid (other than the Stalking Horse Buyer) must be accompanied by a good faith deposit equal to not less than 10% of the aggregate purchase price of the Bid. The Good Faith Deposit of each Successful Bidder shall be applied to the purchase price at closing.
• Good Faith Deposits for each Qualified Bidder (other than the Stalking Horse Buyer, the Successful Bidder and the Back-Up Bidder) shall be returned on or before the date that is five business days after the Auction. The Stalking Horse Buyer's Good Faith Deposit shall be held and returned in accordance with the terms of the Aircraft Sale Agreement.
• The Back-Up Bidder's Good Faith Deposit shall be held in escrow until the earlier of (a) the first delivery date of the Aircraft pursuant to the Successful Bid and (b) the 30th day after entry of the Sale Approval Order, unless otherwise agreed.
• In the event of a breach or failure to consummate a Sale by the Successful Bidder or the Back-Up Bidder, the portion of the defaulting bidder's Good Faith Deposit allocable to the Aircraft subject to such default shall be forfeited to the Debtors, as the exclusive remedy for such default.

Bid Protections

• Break-Up Fee: 3% of the Purchase Price (which amount equals $16,005,000)
• Expense Reimbursement: Up to a maximum of $2,500,000 for the Stalking Horse Buyer's reasonable and documented out-of-pocket expenses incurred in conjunction with the Stalking Horse Bid
• The Bid Protections are only payable if a Qualifying Bid Protections Event or a Seller Cancellation Event has occurred.
• The Bid Protections are actual and necessary costs and expenses of preserving Spirit's estate within the meaning of sections 503(b) and 507(a)(2) of the Bankruptcy Code, commensurate to the real and substantial benefit conferred upon Spirit's estates, and necessary to induce the Stalking Horse Buyer to continue to pursue the Sale and remain bound by the Aircraft Sale Agreement.
• If the Stalking Horse Buyer becomes entitled to receive the Bid Protections, it shall be granted an allowed administrative claim equal to such amount. Upon actual payment, such payment shall be the sole and exclusive remedy of the Stalking Horse Buyer or its Affiliates against the Debtors in connection with such termination.
• The Debtors' sole remedy against the Stalking Horse Buyer for default with any Aircraft shall be up to the amount of the Good Faith Deposit allocable to such Aircraft, with any claims for amounts in excess fully waived, released and discharged.
• No person or entity other than the Stalking Horse Buyer shall be entitled to any expense reimbursement, break-up fees, topping, termination or other similar fee or payment in connection with the sale of the Aircraft.

Overbid

• Initial Overbid: At least $1,000,000 exceeding the sum of the Purchase Price and the Bid Protections (assuming the Expense Reimbursement is equal to the maximum $2,500,000)
• To be deemed a Qualified Bid, a bid must be likely to result in a value, in total, more than the sum of:
  • The Purchase Price proposed by the Stalking Horse Buyer, plus
  • The Break-Up Fee of $16,005,000, plus
  • The Expense Reimbursement cap of $2,500,000, plus
  • The Initial Overbid Amount of $1,000,000
• Bidding shall commence at the amount of the Baseline Bid plus the Initial Overbid Amount of $1,000,000. Each subsequent Overbid must include an additional increment of at least $1,000,000 over the immediately preceding Bid; provided that Spirit shall retain the right to modify the bid increment requirements at the Auction.
• If the Stalking Horse Buyer Overbids at the Auction, a "credit" for the amount of the Bid Protections will automatically be added to such Overbid amount, and the Stalking Horse Buyer is not deemed to waive the Bid Protections by Overbidding.

Bid Requirements

• Potential Bidders must deliver a Potential Bid Package by the Potential Bid Package Deadline (March 25, 2026), including:
  • An executed non-binding indication of interest confirming interest in acquiring all Aircraft and stating the proposed purchase price and any proposed conditions to consummating the transaction
  • An executed confidentiality agreement in form and substance reasonably acceptable to Spirit
  • Sufficient information and/or documentation, including audited financial statements (or other acceptable form of financial disclosure), to allow Spirit to determine that the Potential Bidder has the financial wherewithal and intent to consummate the proposed transaction
  • For entity Potential Bidders formed for the purpose of consummating a proposed Sale, evidence sufficient to establish the financial wherewithal and intent of the Sponsor to provide appropriate financial support
• To submit a Qualified Bid, the Potential Bidder must submit a Bid by the Bid Deadline (April 1, 2026) that:
  • States that the Potential Bidder offers to purchase all of the Aircraft
  • Includes a letter stating that the offer is irrevocable and binding until closing if selected as the Successful Bidder, and agreeing to serve as a Back-Up Bidder if selected as the next highest or otherwise next best bid
  • Is accompanied by a clean and duly executed purchase agreement and a marked purchase agreement reflecting changes against the Aircraft Sale Agreement, on terms substantially similar to (or better than) the Aircraft Sale Agreement
  • Is accompanied by a good faith deposit equal to not less than 10% of the aggregate purchase price
  • Contains such financial and other information allowing Spirit to make a reasonable determination as to the Potential Bidder's capabilities to consummate the transactions
  • Represents that the Potential Bidder will not request or assert entitlement to any expense reimbursement, break-up fees, topping, termination or other similar fees or payments
  • Fully discloses the identity of any Sponsor and each other entity that will be a purchaser of the Aircraft or otherwise participate in connection with such Bid
  • Is free from any due diligence or financing contingencies and includes written acknowledgment that the Potential Bidder has had opportunity to conduct due diligence and has relied solely upon its own independent review
  • Includes evidence of authorization and approval from the Potential Bidder's board of directors (or comparable governing body)
  • Includes a description of all governmental, licensing, regulatory, or other approvals or consents required to consummate the proposed Sale, together with evidence of the ability to obtain such consents or approvals in a timely manner
  • Acknowledges in writing that the Potential Bidder has not engaged in any collusion with respect to any Bids or the transactions contemplated by the Bidding Procedures

Auction Details

• If the Debtors receive any Qualified Bids for all Aircraft in addition to the Stalking Horse Bid, the Auction will be held on April 20, 2026 at 10:00 a.m. (prevailing Eastern Time) at the offices of Debevoise & Plimpton LLP (66 Hudson Boulevard East, New York, NY 10001).
• On or before April 15, 2026 (at least two business days before the Auction), Spirit shall provide each Qualified Bidder (including the Stalking Horse Buyer) and the Consultation Parties with written notice of the Auction, a copy of each Qualified Bid with all documentation submitted therewith, and notice of which Qualified Bid Spirit has determined constitutes the highest or otherwise best offer (the "Baseline Bid") with which it intends to commence the Auction.
• The Debtors and their professionals shall direct and preside over the Auction and shall maintain a written transcript of the Auction and all Bids made and announced. The Debtors reserve the right, in consultation with the Consultation Parties, to exercise their discretion in conducting the Auction, including determining whether to adjourn it to facilitate separate discussions.
• Only the following parties are eligible to participate in the Auction:
  • The Stalking Horse Buyer and its representatives and advisors
  • Representatives and advisors of the Committee
  • Representatives and advisors of the DIP Lenders
  • Qualified Bidders who have submitted a Qualified Bid (and their advisors and representatives)
  • The United States Trustee for the Southern District of New York
• Qualified Bidders shall appear in person at the Auction, or through a duly authorized representative, and each shall be required to confirm that it has not engaged in any collusion with respect to the bidding or the Sale.
• At the commencement of the Auction, Spirit shall announce and describe the terms of the Baseline Bid. Only the Stalking Horse Buyer and other Qualified Bidders shall be entitled to make Overbids.
• After the first round of bidding and between each subsequent round, the Debtors shall announce the bid they believe to be the highest or otherwise best offer (the "Leading Bid") and describe its material terms. Each round concludes after each participating Qualified Bidder has had the opportunity to submit a subsequent bid with full knowledge of the Leading Bid.
• All Qualified Bidders shall have the right to submit additional Overbids and make additional modifications to the Aircraft Sale Agreement at the Auction.
• At the close of the Auction, Spirit shall evaluate all Qualified Bids and identify the Successful Bid and Successful Bidder and the Back-Up Bid and Back-Up Bidder, announcing the material terms of each such Bid, the basis for determining the total consideration offered and the resulting calculated benefit of each Bid to Spirit's estate. Spirit shall declare the Auction closed after the Successful Bidder has submitted a fully executed Aircraft Sale Agreement.
• If no Auction is held, the Bid of the Stalking Horse Buyer shall be deemed the Successful Bid and the Stalking Horse Buyer the Successful Bidder. If no Qualified Bids other than the Stalking Horse Bid are received, the Debtors may cancel the Auction.
• Absent irregularities in the conduct of the Auction, or reasonable and material confusion during the bidding process, the Court will not consider bids made after the Auction has been closed.

Back-Up Bidder

• If an Auction is conducted, the Qualified Bidder with the next-highest or otherwise second-best Qualified Bid shall be required to serve as the Back-Up Bidder, and each Qualified Bidder is deemed to agree to serve if so designated. The Stalking Horse Buyer has agreed to serve as the Back-Up Bidder solely in accordance with the terms of the Aircraft Sale Agreement.
• The Back-Up Bidder will be required to keep the Back-Up Bid open, binding and irrevocable until the earlier of (a) the first Delivery Date of the Aircraft pursuant to the Successful Bid and (b) the 30th day after entry of the Sale Approval Order, unless otherwise agreed.
• The identity of the Back-Up Bidder and the amount and material terms of its Qualified Bid shall be announced at the conclusion of the Auction at the same time the Debtors announce the Successful Bidder.
• If the Successful Bidder fails to consummate the purchase within the time permitted, the Back-Up Bidder will automatically be deemed to have submitted the highest or otherwise best Bid and Spirit will be authorized, and required, to consummate the Sale with the Back-Up Bidder without further order of the Court.
• If the failure to consummate is the result of a breach by the Successful Bidder, Spirit reserves the right to seek damages from such Successful Bidder and its Sponsors and other Bid participants. The Debtors' sole remedy against the Stalking Horse Buyer for default shall be up to the amount of the Good Faith Deposit allocable to such Aircraft.

Consultation Parties

• Throughout the process, the Debtors and their advisors will consult with the official committee of unsecured creditors (the "Committee") and their advisors and the lenders providing debtor-in-possession financing (the "DIP Lenders") and their advisors (collectively, the "Consultation Parties").
• The Debtors shall provide the Consultation Parties, within one business day of receipt, copies of all Potential Bid Packages received on a "professional eyes only" basis.
• Spirit, after consultation with the Consultation Parties, shall determine whether a Potential Bidder may participate in the Auction based upon its evaluation of the Potential Bid Package and other commercial and competitive considerations. Upon determining that a party qualifies, Spirit shall immediately notify the party in writing, with a copy to the advisors to the Consultation Parties, and provide access to the same confidential evaluation materials provided to each other Potential Bidder.
• Each reference to "consultation" means consultation in good faith, and the Debtors shall provide the Consultation Parties and their advisors prompt reports concerning the Sale process on a recurring basis.

Sale Free and Clear & Successor Liability

• At Delivery, each Aircraft shall be free and clear of all liens, claims and interests (other than liens, claims and interests created by, through or on behalf of Buyer), including any interests on the International Registry.
• Liens of record at the FAA shall be in the process of being released, with the FAA Counsel filing the appropriate releases with the FAA, and/or discharges of interests on the International Registry shall be in the process of being registered by the FAA Counsel.
• Upon payment of the Purchase Price for an Aircraft, Seller shall sell to Buyer outright good and valid title in and to such Aircraft, free and clear of all Liens, claims and interests (other than Buyer's Liens).

Fiduciary Out

• Nothing in the Bidding Procedures or any document filed with or entered by the Court shall restrain the governing body of any of the Debtors from taking or refraining from any action that such body determines, based on the written advice of counsel, is required to comply with applicable law or its fiduciary obligations.
• Through the date of the Auction (if held), Debtors may not terminate the Aircraft Sale Agreement or the Auction except to enter into an agreement to consummate an Enterprise Sale.
• Nothing in the Bidding Procedures or the Bidding Procedures Order shall diminish the right of the Debtors and their representatives solely and exclusively to:
  • Consider, respond to, and facilitate any proposals to enter into an agreement to consummate a transaction contemplating the purchase of the equity or assets of Seller Parent and its subsidiaries as a going concern, including the Aircraft (an "Enterprise Sale")
  • Provide access to non-public information or enter into confidentiality or nondisclosure agreements solely with respect to Enterprise Proposals
  • Maintain, continue or enter into discussions or negotiations with respect to Enterprise Proposals, or otherwise cooperate with, assist, participate in, or facilitate any related inquiries, proposals, discussions, or negotiations
  • Determine to declare a Seller Cancellation Event in order to enter into a definitive agreement to consummate an Enterprise Proposal and thereby cancel the Auction and pay the Bid Protections to the Stalking Horse Buyer
• After entry of the Bidding Procedures Order, the Debtors retain parallel rights with respect to any proposal to purchase all (and not less than all) of the twenty Aircraft (an "Alternative Aircraft Transaction"), including providing access to non-public information under confidentiality agreements and maintaining, continuing or entering into related discussions or negotiations.

Key Dates

• Filing of the Sale Notice: Within two business days after entry of the Bidding Procedures Order
• Filing of the Publication Notice: Within three business days after entry of the Bidding Procedures Order, or as soon as reasonably practical thereafter
• Potential Bid Package Deadline: Wednesday, March 25, 2026
• Bid Deadline: Wednesday, April 1, 2026
• Determination of Qualified Bids: Monday, April 6, 2026
• Notification and Provision of Qualified Bids and Baseline Bid: Wednesday, April 15, 2026 (at least two business days before the Auction)
• Auction (if necessary): Monday, April 20, 2026 at 10:00 a.m. (prevailing Eastern Time) at the office of Debevoise & Plimpton LLP (66 Hudson Boulevard East, New York, NY 10001)
• Notice of Successful Bidder: Within two business days following the closing of the Auction (if any)
• Sale Objection Deadline: Wednesday, April 22, 2026 at 4:00 p.m. (prevailing Eastern Time)
• Sale Hearing: Thursday, April 23, 2026 at 11:00 a.m. (prevailing Eastern Time)

27 EETC-Financed Airbus A320-232 and A321-231 Aircraft — Bidding Procedures and Stalking Horse Sale Summary (SAVE 2026-B LLC)

Parties Involved

• Seller: Spirit Airlines, LLC, a debtor and debtor in possession in the chapter 11 cases of Spirit Aviation Holdings, Inc. and its direct and indirect subsidiaries (Case No. 25-11897 (SHL), Bankr. S.D.N.Y.)
• Buyer: SAVE 2026-B LLC, an entity controlled by certain SuperB Noteholders, as the Stalking Horse Buyer
• Debtors' fleet counsel: Debevoise & Plimpton LLP (Jasmine Ball, Elie J. Worenklein); Debtors' financial advisor: FTI Capital Advisors (Marc Bilbao, Stephen Strange, Scott Farnsworth)
• Consultation Parties: the official committee of unsecured creditors and its advisors, the DIP Lenders and their advisors, and the trustee and servicer of the EETC Debt and their advisors (the EETC Advisors). The Stalking Horse Buyer and its advisors are a Consultation Party in all respects relating to the costs associated with the Bidding Procedures, the Auction, the Sale and anything related thereto.
• The Debtors commenced their chapter 11 cases on Aug. 29, 2025. On May 2, 2026, the Seller announced that it had ceased all operations and would conduct an orderly wind-down and liquidation.
• The Buyer may, on at least five business days' notice before a Delivery, nominate one or more U.S. owner trusts as a Buyer Nominee to take title directly, subject to KYC, capability and FAA re-registration eligibility requirements; the Buyer remains fully liable for all of its obligations notwithstanding any such designation.

Assets Being Sold

• Spirit's ownership interests in 27 EETC-financed Airbus aircraft — 10 A320-232s and 17 A321-231s — together with two associated International Aero Engines V2527-A5 (A320-232) or V2533-A5 (A321-231) engines per Aircraft and the related documents and records in the Seller's possession. Engines are not paired to identified airframes: each Aircraft's Engines are any two of the engines listed for that aircraft type on Schedule 1 to Exhibit A, as selected by the Seller and subject to any grouping of airframes and engines under the Bankruptcy Court Orders. Records are provided only to the extent they can be made available electronically, and the Buyer is solely responsible for arranging access at its own cost.
• Excluded Equipment — defined solely by the itemized list at Exhibit C, and only to the extent set forth there — is carved out of each Aircraft at Delivery, whether or not installed. The listed categories are defibrillators, enhanced emergency medical kits and other medical equipment; components or systems providing telecommunications, Wi-Fi, satellite connectivity or in-flight entertainment; branded galley and beverage carts, liquor kits, food tray carriers, ice containers, oven inserts and galley inserts (other than non-branded electrical equipment in the galley) and other branded passenger convenience or service items; and cargo containers. The Seller may elect to remove such items pre-Delivery or require the Buyer to remove them within seven days after Delivery in accordance with industry, regulatory and manufacturer standards, with any items left for Buyer removal listed on the Aircraft Acceptance Certificate, and the Buyer may not market or sell any Excluded Equipment. The Seller may alternatively abandon any item, in which case it ceases to be Excluded Equipment and title passes to the Buyer at Delivery at no cost.
• The Seller assigns to the Buyer, effective as of each Delivery Date, all existing assignable manufacturer, supplier, vendor and maintenance/overhaul warranties, service life policies and related rights (arising on or after Delivery), without any representation as to their existence or assignability. Airframe and Engine Warranties Assignments are to be pursued post-Delivery at the Buyer's cost.
• Nothing in the Bidding Procedures Order authorizes the sale of any aircraft equipment or related parts — including any QEC, EBU or auxiliary power units — that are not owned by Spirit or as to which Spirit's ownership interests are in dispute at the time of the Sale Hearing.
• Each Aircraft is sold on an "AS-IS, WHERE-IS" and "WITH ALL FAULTS" basis, with all representations, warranties and conditions (other than title as expressly provided in the Bill of Sale) expressly excluded.

Stalking Horse Bid

• The Purchase Price equals the sum of the Minimum Bid Amount plus the Credit Bid Amount.
  • Minimum Bid Amount: cash sufficient to (a) reimburse the Subordination Agent, the Senior Trustee, the B(R) Trustee, each Liquidity Provider and any Senior Certificateholder for fees, expenses and other similar amounts (including principal and interest due to the Liquidity Providers) owed under the Intercreditor Agreements, and (b) pay in full the remaining outstanding balances of the certificates held by all Senior Certificateholders, together with accrued and outstanding interest. The Minimum Bid Amount excludes any premium, makewhole or similar amount.
  • Credit Bid Amount: 90% of the outstanding principal amount of secured debt held by the Buyer (or by or on behalf of the Buyer's beneficial owners), plus all accrued and outstanding interest and any other amounts or obligations owed by the Seller in connection therewith, in respect of all Aircraft, credit bid pursuant to section 363(k) of the Bankruptcy Code.
• Before the Purchase Price is finalized for all or any Aircraft, the Seller and Buyer will obtain an invoice from the Senior Trustee for all amounts payable under the Minimum Bid Amount definition.
• The Stalking Horse Buyer is deemed a Qualified Bidder and the Stalking Horse Bid is deemed a Qualified Bid for all purposes; no further action or documentation is required for it to participate in the Auction.
• The transaction is not subject to or contingent on the Buyer obtaining financing or on the closing of any other transaction.
• The Stalking Horse Bid constitutes a bid for all of the Subject Aircraft. No other Qualified Bidder may be the successful bidder for an individual aircraft, a Lot or a group of aircraft other than a Lot unless Spirit determines that (a) there are Qualified Bids for all of the Subject Aircraft that, in the aggregate, are higher or otherwise better than the Stalking Horse Bid and would pay all of the SuperB Costs, or (b) the Stalking Horse Buyer consents to such a sale (the "Partial Consent Assets"). Where the Stalking Horse Buyer consents to a sale of Partial Consent Assets but still consummates its bid for the remaining aircraft, the Break-Up Fee applies to the Partial Consent Assets, apportioned based on their Reserve Amounts relative to all of the Subject Aircraft.
• Contemporaneously with execution of the Aircraft Sale Agreement, the Buyer pays the Escrow Agent an Initial Deposit Amount of $42,123,993.60, allocated in equal installments of $1,560,147.91 per Aircraft (each, an Aircraft Specific Deposit).

Credit Bid

• Subject to the EETC Intercreditor Agreements, any Qualified Bidder holding a valid and perfected lien on any Subject Aircraft — including the Stalking Horse Buyer — may credit bid all or a portion of the value of its claims within the meaning of section 363(k) of the Bankruptcy Code.
• A Secured Creditor may credit bid only against the collateral securing its claim, and subject to the terms of any credit agreement or attendant debt documents governing its credit bid rights.

Reserve Amounts and Lots

• The Subject Aircraft are organized into eight Lots, with per-aircraft Reserve Amounts ranging from $18,451,000 to $30,552,000 and aggregating $668,129,000. Lots 1 through 3 contain the 10 A320-232s and Lots 4 through 8 the 17 A321-231s. Lot-level Reserve totals are: Lot 1 (three aircraft) — $61,369,000; Lot 2 (three) — $71,904,000; Lot 3 (four) — $100,948,000; Lot 4 (three) — $62,656,000; Lot 5 (three) — $70,822,000; Lot 6 (four) — $100,738,000; Lot 7 (four) — $109,538,000; Lot 8 (three) — $90,154,000.
• Each individual aircraft's Reserve Amount has partial SuperB Costs built in, based on a preliminary aggregate estimate of $25 million. Reserve Amounts may be adjusted downward or upward for actual costs incurred in connection with the Sale, with updated information shared with Potential Bidders.
• Under the Aircraft Sale Agreement, in no event will the Applicable Reserve Amount for any Aircraft be less than a pro rata allocation of the Minimum Bid Amount for such Aircraft.

Bid Requirements

• Bids must be submitted in writing by email to Debtors' counsel (Debevoise) and financial advisor (FTI) so as to be actually received on or before the Bid Deadline, or such other date as the Debtors may agree after consulting with the Consultation Parties and the Stalking Horse Buyer's advisors. To be a Qualified Bid — as determined by Spirit in consultation with the Consultation Parties — a Bid must, among other requirements:
  • Offer to purchase (a) all of the Subject Aircraft, (b) one or more specified Lots, or (c) specific individual aircraft, in which case the proposed price for each individual aircraft must be at least 10% greater than its Reserve Amount (the Reserve Amount Requirement). Bids for individual aircraft may not be considered to the extent there are Qualified Bids (other than the Stalking Horse Bid) for the corresponding Lot(s) or for all of the Subject Aircraft.
  • Be on terms and conditions substantially similar to, or more favorable to Spirit than, the Aircraft Sale Agreement, and be accompanied by clean and marked executed modified purchase and sale agreements showing the bidder's proposed variations.
  • Provide the purchase price in U.S. dollars and state the bidder's readiness to enter into a legally binding agreement.
  • State that the offer is irrevocable until closing if the bidder is determined at the Auction to be the Successful Bidder or the Back-Up Bidder.
  • Include evidence — including audited financial statements or other financial disclosure and credit support reasonably acceptable to Spirit — of the bidder's financial wherewithal, and, where the bidder relies on a Sponsor, of the Sponsor's wherewithal and intent to provide support; and fully disclose the identity of any Sponsor and each other participating purchaser, together with the complete terms of such participation.
  • Represent that the bidder will not request or assert entitlement to any expense reimbursement, break-up fee, topping, termination or similar fee or payment.
  • Be likely to result in value to Spirit, in Spirit's reasonable judgment after consultation with its financial and legal advisors and the Consultation Parties — alone or in combination with other bids — greater than the sum of (i) the Purchase Price, (ii) the $18 million Break-Up Fee and (iii) the Expense Reimbursement, pro-rated for the number of Subject Aircraft covered by the bid.
  • Be free from due diligence or financing contingencies of any kind and include acknowledgments that the bidder had the opportunity to conduct diligence, relied solely on its own review, and did not and will not rely on any statements or warranties regarding the Subject Aircraft; and acknowledge that the bidder will use commercially reasonable efforts to close as soon as practicable after the Auction.
  • Include evidence of board (or comparable governing body) authorization for the bidder and any Sponsor or other bid participant.
  • Describe all governmental, licensing, regulatory or other approvals or consents required to close, with satisfactory evidence of the ability to obtain them timely, together with an estimated timeframe for obtaining approvals and an expected closing date acceptable to the Debtors in consultation with the EETC Advisors and the Stalking Horse Buyer — and in any event prior to Sept. 30, 2026.
  • Be accompanied by a Good Faith Deposit of at least 10% of the bidder's proposed purchase price.
  • If for all of the Subject Aircraft, state that the bidder commits to pay all of the SuperB Costs, and indicate whether the bidder would carve out one or more Lots and the associated impact on price; if for one or more Lots but less than all of the Subject Aircraft, allocate the proposed purchase price among each Lot.
• Upon reasonable request, Spirit will provide reasonable information and diligence, subject to execution of a non-disclosure agreement; Spirit is not obligated to provide more information or access than was provided to the Stalking Horse Buyer prior to its entry into the Aircraft Sale Agreement, and is not required to provide any information or access after the Bid Deadline.
• Spirit may accept a Bid as a Qualified Bid if it substantially complies with the requirements, and may reject a Bid — after consulting with the Consultation Parties — that it determines to be inadequate or insufficient, not in conformity with the Bankruptcy Code or related rules, or otherwise contrary to the best interests of Spirit and its estate. Spirit will notify and work in good faith with any Potential Bidder that does not appear to qualify. Determinations of Qualified Bidders become irrevocable and unreviewable once the Auction commences.
• Between the Bid Deadline and the Auction, Spirit may discuss, negotiate or seek clarification of any Qualified Bid. Without Spirit's written consent, a Qualified Bid may not be modified, amended or withdrawn other than to increase the purchase price or otherwise improve its terms.
• Any Potential Bidder that does not submit a Qualified Bid by the Bid Deadline may not be permitted to participate in the Auction or submit any offer after the Bid Deadline or after the Auction.

Good Faith Deposit

• Each Good Faith Deposit is held by Spirit and is forfeited to Spirit — constituting cash collateral for the EETC Debt — if (a) the Qualified Bidder attempts to modify, amend or withdraw its Bid other than to improve it while the Bid remains binding, or (b) the bidder is selected as a Successful Bidder or Back-Up Bidder (except where Spirit determines not to consummate with the Back-Up Bidder) and fails to close.
• Spirit will promptly return deposits accompanying (a) Bids determined not to be Qualified Bids, (b) Qualified Bids not selected as a Successful Bid or Back-Up Bid at the Auction, and (c) any Back-Up Bid, upon closing of the Sale with each Successful Bidder.

Overbid

• Initial Overbid: the Baseline Bid plus $300,000 per Subject Aircraft included in the bid
• Minimum Overbid Increment: $200,000 per Subject Aircraft included in the bid
• Spirit retains the right to modify the bid increment requirements at the Auction.

Bid Protections

• Break-Up Fee: $18,000,000, apportioned in accordance with the Aircraft Sale Agreement to the Applicable Reserve Amount of the aircraft that become subject to a consummated Competing Bid. Payable only upon a Qualifying Break-Up Fee Event.
• Expense Reimbursement: payable only if a Qualifying Break-Up Fee Event or a Seller Cancellation Event has occurred. To the extent not already captured, the Buyer is entitled to the Expense Reimbursement from any surplus cash proceeds of sales to approved Competing Bids remaining after the Minimum Bid Amount is discharged in full and the remaining balances of the certificates held by all Junior Certificateholders (plus accrued interest) are paid in full under the Intercreditor Agreements, payable only to the extent of such surplus proceeds.
• Payment of the Break-Up Fee and the Expense Reimbursement is subordinated to payment in cash in full of the Senior Certificates (and all other amounts contemplated by the Reserve Amount definition), notwithstanding anything to the contrary in the 2015-1 or 2017-1 Intercreditor Agreements.
• If the Stalking Horse Buyer becomes entitled to either amount, it is granted an allowed administrative claim equal to such amount; however, any Break-Up Fee or Expense Reimbursement is payable solely from Sale proceeds and not from any other source, including cash on the Debtors' balance sheet constituting DIP Lender collateral.
• The Stalking Horse Buyer does not waive the Break-Up Fee or Expense Reimbursement by Overbidding at the Auction; if it Overbids, a credit equal to those amounts is automatically added to its Overbid.
• No person or entity other than the Stalking Horse Buyer is entitled to any expense reimbursement, break-up fee, topping, termination or similar fee or payment in connection with the Sale.
• The Court found the Break-Up Fee and Expense Reimbursement to be actual and necessary costs of preserving the estate under sections 503(b) and 507(a)(2), commensurate with the real and substantial benefit conferred on the estate by the Stalking Horse Buyer, reasonable and appropriate in light of the size and nature of the proposed transaction and comparable transactions and the commitments made and efforts expended by Spirit, and necessary to induce the Stalking Horse Buyer to continue pursuing the Sale and remain bound by the Aircraft Sale Agreement. The Court further found that the protections induced a bid serving as a minimum floor bid on which Spirit, its creditors and other bidders may rely, and that they represent the best method for maximizing value for the estates.

SuperB Costs and Transaction Expenses

• SuperB Costs comprise all out-of-pocket costs and expenses incurred by the Stalking Horse Buyer and the SuperB Noteholders, including storage, maintenance, test flight, navigation, landing, ferry flights, shipping, transportation, fuel, recovery (whether or not successful), preservation, reconfiguration, modification, refurbishment, overhaul and repair expenses relating to the Subject Aircraft; expenses relating to removal, installation, preservation, overhaul and repair of engines and APUs; hazmat handling, fuel offload, environmental compliance and disposal; and the fees and expenses of technical and other consultants, independent technicians, inspectors, engineers and other experts, including payment of existing invoices, fees, expenses or other costs related to the Subject Aircraft.
• SuperB Costs are estimated at approximately $25 million in the aggregate, subject to variation based on downward or upward adjustments for actual costs incurred.
• Either the Stalking Horse Buyer or the Successful Bidder(s) must pay or reimburse, promptly on demand, all of Spirit's costs and expenses incurred in connection with the Sale (including reasonable legal and financial advisor fees), and such payment — including of any good faith estimates provided by Spirit — is a condition precedent to closing.
• To the extent not previously paid, the Stalking Horse Bidder must also satisfy certain outstanding claims of Lufthansa Technik AG with respect to ESN 18678.
• The Buyer is solely responsible for the costs of FAA Counsel and for filing and registering the sale on the FAA's Civil Aviation Registry and the International Registry, as applicable, and bears Transfer Taxes on an after-tax indemnity basis (subject to customary carve-outs for Seller net income taxes, taxes from Seller's non-compliance or pre-Delivery ownership, and taxes arising from Seller's gross negligence or willful misconduct).

Auction Details

• If Spirit receives at least one Qualified Bid in addition to the Stalking Horse Bid, the Auction will be held on Sept. 9, 2026, at 10 a.m. ET, virtually by Zoom. If no other Qualified Bids are received, the Debtors will cancel the Auction, promptly file a notice of cancellation, designate the Stalking Horse Bid as the Successful Bid, and pursue entry of an order approving the Sale to the Stalking Horse Buyer.
• On or before Sept. 4, 2026, at 4 p.m. ET, Spirit will provide each Qualified Bidder (including the Stalking Horse Buyer), the Committee, the DIP Lenders and the EETC Advisors with written notice of the Auction and a copy of the Qualified Bid(s) determined to be the highest or best offer(s) and with which Spirit intends to commence the Auction (each, a Baseline Bid).
• Participation is limited to the Debtors and their advisors, the Stalking Horse Buyer, the Committee, the DIP Lenders, the EETC Advisors, Qualified Bidders and their advisors, and the U.S. Trustee for the Southern District of New York. Each Qualified Bidder must confirm that it has not engaged in collusion with respect to the bidding or the Sale.
• Spirit and its professionals will direct and preside over the Auction, announce and describe the terms of each Baseline Bid at commencement, and maintain a written transcript of all bids made and announced. The Debtors reserve the right, in consultation with the Consultation Parties and the Stalking Horse Buyer's advisors, to exercise discretion in conducting the Auction, including adjourning it to facilitate separate discussions with Qualified Bidders.
• Only the Stalking Horse Buyer and Qualified Bidders may make subsequent bids. After the first round and between each subsequent round, the Debtors will announce the Leading Bid and describe its material terms; each round concludes after every participating Qualified Bidder has had the opportunity to bid with full knowledge of the Leading Bid. Overbids must be made within a reasonable period following announcement of the immediately preceding Overbid.
• Spirit may consider Qualified Bids and Overbids for portions of the Subject Aircraft in combination with others, and may accept multiple bids that, in sum, result in the purchase of all or a portion of the Subject Aircraft.

Evaluation of Bids

• The Debtors will evaluate all Qualified Bids in consultation with the Consultation Parties and the Stalking Horse Buyer's advisors and identify the bid(s) that, alone or in combination, constitute the highest or otherwise best offer(s). Evaluation factors include the number of Subject Aircraft covered; the number, type and nature of any changes to the form of Aircraft Sale Agreement; the amount and nature of total consideration (which must in all cases be cash no less than each individual aircraft's Reserve Amount); the likelihood and timing of closing; the net economic effect of any changes to estate value; regulatory requirements; and tax consequences.
• At the close of the Auction, Spirit — in consultation with the Committee, the DIP Lenders, the Stalking Horse Buyer and the EETC Advisors — will identify the Successful Bid(s) and the next highest or best Back-Up Bid(s), considering, among other things, the nature of requested changes to the Aircraft Sale Agreement (with modifications that increase closing certainty, increase certainty as to liquidated damages for buyer breach, or allow combination with other bids to maximize value viewed as improving a bid), the extent to which modifications may delay closing and their likely cost, total consideration, each bidder's ability to timely close and make any deferred payments, and the net benefit to the estate — taking into account Spirit's obligation to pay the Break-Up Fee and Expense Reimbursement upon a Qualifying Break-Up Fee Event — and the likely timing and amount of creditor distributions.
• Spirit may only select a Qualified Bid or combination of bids that pays cash sufficient to (a) reimburse the subordination agent, each trustee, each liquidity provider and each applicable Series 2015-1, Series 2017-1A and Series 2017-1AA Certificateholder for fees, expenses and similar amounts owed under the applicable EETC Intercreditor Agreements (including EETC Advisor fees and expenses, but excluding any premium or makewhole); (b) pay in full the remaining outstanding balances of those certificates plus accrued interest (again excluding any premium or makewhole); and (c) reimburse all SuperB Costs.
• In announcing each Successful Bid and Back-Up Bid, Spirit will state the material terms, the basis for determining total consideration offered, and the resulting calculated benefit to the estate, and will declare the Auction closed after each Successful Bidder has submitted a fully executed Aircraft Sale Agreement.
• Each Successful Bidder must submit fully executed revised documentation within one business day after the Auction concludes; a Successful Bid may not be assigned without the Debtors' consent. Within one business day following the closing of the Auction, the Debtors will file a notice identifying each Successful Bidder, the aircraft to be purchased and the key terms of the relevant agreements.
• Spirit is bound by a Successful Bid only upon Court approval at the Sale Hearing.

Back-Up Bidder

• The Back-Up Bidder must keep its bid open, binding and irrevocable until closing of the Sale. If the Successful Bidder fails to consummate within the time permitted under the Aircraft Sale Agreement, the Back-Up Bid will automatically be deemed the highest or otherwise best Bid, and Spirit will be authorized — but not required — to close with the Back-Up Bidder without further order of the Court. Spirit will seek approval at the Sale Hearing to sell to the Back-Up Bidder on the terms of the Back-Up Bid without further notice.
• Where the Stalking Horse Buyer is the Back-Up Bidder, if Spirit gives notice on or before 30 days following entry of the Sale Approval Order that it (A) failed to consummate with the Successful Bidder and (B) terminated that purchase agreement, the Stalking Horse Buyer must promptly consummate on the terms of the Aircraft Sale Agreement, including the aggregate Purchase Price as it may have been increased at the Auction.
• If failure to consummate results from a Successful Bidder's breach, Spirit reserves the right to seek damages from that bidder and its Sponsors and other bid participants.

Sale Free and Clear

• The Sale is to be approved free and clear of all liens (excluding Buyer's Liens), claims, encumbrances and other interests, with such liens attaching only to the proceeds of the transactions, pursuant to sections 363(b), 363(f) and 363(m) of the Bankruptcy Code.
• Upon payment of the Purchase Price for an Aircraft, the Seller conveys outright good and valid title by Bill of Sale, free and clear of all Liens other than Buyer's Liens, with releases of the Subordination Agent's Liens and International Registry interests in process and FAA Counsel in advance possession of release instruments.
• Sale proceeds will be applied in accordance with the 2015-1 and 2017-1 Intercreditor Agreements, provided that payment of any Break-Up Fee or Expense Reimbursement is subordinated to payment in cash in full of the Senior Certificates and all other amounts contemplated by the Reserve Amount definition.

Closing and Delivery

• Delivery Locations are Goodyear, Arizona; Marana, Arizona; or Mitsubishi Heavy Industries in Japan (solely for ESN 18114 and 18022), or such other location as mutually agreed. The Seller will use commercially reasonable efforts, at the Buyer's expense, to arrange relocation flights and permits; the Buyer bears parking and storage costs following Delivery.
• At each Delivery, the Buyer pays the Purchase Price and delivers an Aircraft Acceptance Certificate, and the Seller executes and delivers the Bill of Sale, whereupon risk of loss and title transfer. To the extent commercially practicable, Delivery of all Aircraft and payment of the Purchase Price will occur simultaneously.
• Conditions precedent to each Delivery include execution and delivery of the Transaction Documents; entry of a Sale Approval Order that is a Final Order and has not been stayed, reversed, vacated or materially and adversely supplemented; receipt of the full Purchase Price and executed Aircraft Acceptance Certificate; FAA registration and International Registry filings by the Buyer; a compliance certification statement; insurance certificates; evidence that all costs and expenses then due from the Buyer have been paid; and, if applicable, KYC documentation for any Buyer Nominee.
• The Delivery Window Deadline is Sept. 30, 2026, and time is of the essence with respect to closing and delivering each Aircraft by that date. The agreement is an installment contract, so failure to deliver any one Aircraft does not relieve the parties' obligations as to the remaining Aircraft.
• The Buyer must carry comprehensive airline legal liability insurance from each Delivery Date through the earlier of the two-year anniversary of that Delivery Date and completion of the next C-check, naming the Seller Parties as additional insureds.

Termination

• Prior to the first Delivery Date, the Aircraft Sale Agreement may be terminated: by the Buyer if the Bankruptcy Court fails to enter the Sale Approval Order by Sept. 30, 2026; by either party if the Bidding Procedures Order or Sale Approval Order ceases to be in full force and effect through no fault of the terminating party; by either party if the chapter 11 case is dismissed or a chapter 11 trustee is appointed; if the Buyer is neither the successful bidder nor the named Back-Up Bidder for at least one Aircraft at the Auction; or by the Seller upon a Seller Cancellation Event.
• A Seller Cancellation Event arises where the board of directors of Spirit Aviation Holdings, Inc. determines, in consultation with outside legal counsel and in its sole and exclusive discretion, that consummating the transactions or failing to terminate would be inconsistent with its fiduciary duties, including in order to pursue a Competing Bid.
• If an Aircraft suffers a Total Loss prior to Delivery, the parties' obligations as to that Aircraft terminate and the Buyer may instruct the Escrow Agent to return the applicable Aircraft Specific Deposit.
• Upon an Aircraft Non-Sale Event — Delivery not occurring by the Delivery Window Deadline — the remaining obligations for that Aircraft terminate; if the event results from a Buyer's Default, the Seller may obtain the applicable Aircraft Specific Deposit and direct its payment to the Senior Trustee for application under the Intercreditor Agreements. Force Majeure extends performance deadlines, and either party may terminate as to affected Aircraft if the delay exceeds 180 days, with an Aircraft Non-Sale Event deemed to have occurred.
• Upon a Buyer's Default, the Seller may suspend performance or terminate as to the affected Aircraft (or, for defaults affecting two or more Aircraft, as to all undelivered Aircraft), with the applicable Aircraft Specific Deposits payable to the trustee for application under the Intercreditor Agreements. Upon a Seller's Default, the Buyer may suspend or terminate on parallel terms and instruct the Escrow Agent to return the applicable deposits.

Fiduciary Out and Reservation of Rights

• Nothing in the Bidding Procedures restrains the Debtors' boards from taking or refraining from any action that, based on written advice of counsel, is required to comply with applicable law or fiduciary obligations.
• Through the date of the Auction, the Debtors and their representatives retain the right to consider, respond to and facilitate Alternate Proposals, provide access to nonpublic information under confidentiality agreements, and maintain, continue or enter into discussions or negotiations regarding Alternate Proposals. Under the Aircraft Sale Agreement, the Seller may also solicit and encourage Competing Bids from the date of the agreement through completion of the Auction.
• The Debtors reserve the right, in consultation with the Consultation Parties and with the Stalking Horse Buyer's consent (not to be unreasonably withheld), to modify the Bidding Procedures, extend deadlines, cancel or adjourn the Auction, adjourn the Sale Hearing, withdraw any or all Subject Aircraft, modify bidding increments, or reject any or all Bids where no bid is for a fair and adequate price.
• The rights and remedies of the 2015-1 and 2017-1 secured parties under section 1110(a) and related security agreements are preserved if (a) Sale proceeds are insufficient to reimburse the subordination agent, trustee, liquidity providers and Senior Certificateholders and pay the Senior Certificates in full with accrued interest (excluding premium or makewhole); (b) the Aircraft Sale Agreement is inconsistent with the cooperation agreements between the Senior Certificateholders and the Class B(R) Certificates; or (c) the closing has not concluded on or prior to Sept. 30, 2026.
• The rights of a Lessor, Honeywell Aerospace US LLC, Safran Landing Systems and the DIP Lenders are fully reserved and preserved, including with respect to any proposed Sale, the Sale Hearing and any form of Sale Order.

Notice and Publication

• The Sale Notice will be served on the Sale Notice Parties within one business day of entry of the Bidding Procedures Order, and the Publication Notice will be published in the national edition of The New York Times or an equivalent national publication within three business days of entry.
• The Sale Notice, the entered Bidding Procedures Order and the Bidding Procedures will be posted on the case website maintained by claims and noticing agent Epiq.
• Objections to the Sale must be in writing, in English and text-searchable, filed electronically, set forth the objecting party's name, the nature and amount of any claims or interests asserted, and the basis and specific grounds for the objection, and be served on the Debtors and the Sale Notice Parties by the Objection Deadline. Any party failing to timely file and serve an objection is forever barred from asserting any objection to the Sale, including with respect to the transfer of the property free and clear of liens, claims, encumbrances and other interests, with such liens attaching only to the proceeds.

Sale Hearing

• The Sale Hearing will be held on Sept. 16, 2026, at 11 a.m. ET before the Honorable Sean H. Lane. Absent irregularities in the conduct of the Auction or reasonable and material confusion during the bidding process, the Court will not consider bids made after the Auction has closed. The hearing may be adjourned or rescheduled by announcement in open court without further notice.
• The Court retains jurisdiction to resolve any dispute relating to the interpretation of the Aircraft Sale Agreement and the Bidding Procedures Order; to the extent the Order is inconsistent with the Motion, the Order controls.

Key Dates

• Sale Notice Filing Deadline: within one business day after entry of the Bidding Procedures Order
• Publication Notice Deadline: within three business days after entry of the Bidding Procedures Order
• Bid Deadline: Aug. 27, 2026, at 4 p.m. ET
• Determination of Qualified Bids: by Aug. 31, 2026, at 4 p.m. ET
• Notification of Baseline Bid(s): by Sept. 4, 2026, at 4 p.m. ET
• Auction (if necessary): Sept. 9, 2026, at 10 a.m. ET, virtually by Zoom
• Notice of Successful Bidder: within one business day following the closing of the Auction (if any)
• Sale Objection Deadline: Sept. 14, 2026, at 4 p.m. ET
• Sale Hearing: Sept. 16, 2026, at 11 a.m. ET
• Outside Closing Date / Delivery Window Deadline: Sept. 30, 2026

Remaining Fleet Disposition Procedures Order — Sale and Abandonment of Owned Aircraft, Engines and Related Equipment

Overview

• The Court entered an order authorizing Spirit Aviation Holdings, Inc. and its debtor affiliates to sell or abandon their remaining owned aircraft, engines, and other related equipment (collectively, the "Owned Equipment") and establishing procedures governing such sales and abandonments, pursuant to sections 105(a), 363(b), and 554 of the Bankruptcy Code, without further notice or relief from the Court except as provided in the Order.
• The Debtors are authorized to make payments pursuant to the Order in accordance with the Wind-Down Budget, subject to permitted variances and the terms of the Final DIP Order Amendment No. 2 and the Amendment No. 2 to DIP Credit Agreement.

Parties Involved

• Debtors/Sellers: Spirit Aviation Holdings, Inc.; Spirit Airlines, L.L.C.; Spirit Finance Cayman 1 Ltd.; Spirit Finance Cayman 2 Ltd.; Spirit IP Cayman Ltd.; and Spirit Loyalty Cayman Ltd.
• Transaction Notice Parties consist of:
  • The Committee;
  • Any Aircraft Equipment Counterparty with an interest in the Owned Equipment;
  • The DIP Lenders and the DIP Facility Agent;
  • The Ad Hoc Committee of Senior Secured Noteholders;
  • Each agent or trustee under the Debtors' secured notes indenture, including the Secured Notes Trustee;
  • The RCF Administrative Agent;
  • The U.S. Trustee;
  • The Federal Aviation Administration; and
  • Counsel for Broward County.

Assets Being Sold or Abandoned

• Spirit's remaining owned aircraft, engines, and other related equipment (the "Owned Equipment").
• The Owned Equipment Sale Procedures and Abandonment Procedures shall not apply to any Revolving Priority Collateral, as defined in the Amended and Restated Revolving Credit Facility Agreement, without the consent of the RCF Administrative Agent.

Owned Equipment Sale Procedures

• Transaction Value ≤ $1,000,000: no notice or hearing required.
• Transaction Value > $1,000,000 and ≤ $15,000,000: the Debtors shall file and serve a Sale Notice (substantially in the form attached as Exhibit 1 to the Order) specifying (i) the Owned Equipment proposed to be sold and/or auctioned, (ii) the proposed purchaser or transferee, and (iii) the proposed purchase price, served only on the Transaction Notice Parties.
• Transaction Value > $15,000,000: the Debtors shall file a motion with the Court requesting approval of such sale.
• Sale Process Agreements: the Debtors may enter into Sale Process Agreements without further Court approval, provided that any such agreement (i) provides for prompt reimbursement to the Debtors from the applicable Aircraft Equipment Counterparty for any reasonable actual out-of-pocket expenses associated with such sale process or cooperation, and (ii) does not require the Debtors to make any representations, warranties, or indemnifications.

Transaction Objection Procedures

• The Transaction Objection Deadline shall be 4:00 p.m. (ET) on the date that is fourteen days after the Sale Notice is filed and served. The Debtors may extend the deadline as to any party without further order of the Court.
• Transaction Objections must include (i) an appropriate caption, including the title and date of the Sale Notice to which it is directed, (ii) the name of the objector, (iii) a concise statement of the reasons why the Court should not permit the sale, and (iv) the name, address, telephone number, and email address of a person authorized to settle or otherwise resolve the objection.
• If no Transaction Objections are properly filed by the deadline, or if the parties consensually resolve the objection, the Debtors may immediately sell the Owned Equipment listed in the Sale Notice without further notice or order, transfer it free and clear of all Encumbrances, and obtain the sale proceeds.
• If a Transaction Objection is timely filed and cannot be settled, the subject Owned Equipment will not be sold except upon order of the Court; however, any Owned Equipment in the Sale Notice that is not the subject of an objection may be immediately sold.

Abandonment Procedures

• The Debtors' abandonment of the Owned Aircraft is approved as of the date of entry of the Order pursuant to section 554 of the Bankruptcy Code, unless the Debtors and the applicable Aircraft Equipment Counterparty have entered into a Sale Process Agreement.
• Owned Equipment to Be Abandoned with Book Value ≤ $5,000,000:
  • The Debtors shall serve notice on (i) the person or entity to whom the Owned Equipment is to be abandoned, (ii) any person or entity identified by the Debtors in their sole discretion with a particularized interest in the Owned Equipment, including any known creditor asserting an Encumbrance, and (iii) the DIP Lenders and the DIP Facility Agent, seven days before the Abandonment Effective Date.
  • No other notice or hearing shall be required; provided that if the Owned Equipment constitutes DIP Collateral, abandonment shall be subject to the consent of the Required DIP Lenders.
• Owned Equipment to Be Abandoned with Book Value > $5,000,000: the Debtors shall file an Abandonment Notice (substantially in the form attached as Exhibit 2 to the Order) specifying (i) the property to be abandoned, (ii) any person or entity identified by the Debtors with a particularized interest in such Owned Equipment, (iii) the entity to which the property is to be abandoned, and (iv) the location of the property, served on the Transaction Notice Parties.

Abandonment Objection Procedures

• The Abandonment Objection Deadline shall be the earlier of (i) 4:00 p.m. (ET) on the day that is fourteen days from the date the Abandonment Notice is filed and served, and (ii) the Hearing on the Motion. The Debtors may extend the deadline as to any party without further order of the Court.
• Abandonment Objections must include (i) an appropriate caption, including the title and date of the Abandonment Notice, (ii) the name of the objector, (iii) a concise statement of the reasons why the Court should not permit the abandonment, and (iv) the name, address, telephone number, and email address of a person authorized to settle or otherwise resolve the objection.
• If no Abandonment Objections are timely filed, the Debtors may immediately abandon the Owned Equipment listed in the Abandonment Notice. If a timely objection cannot be resolved, the subject Owned Equipment will not be abandoned except upon Court order, with the Abandonment Effective Date postponed accordingly; non-objected items may immediately be abandoned.

Possession, Insurance, and Storage

• The applicable Aircraft Equipment Counterparty shall take possession of abandoned Owned Equipment no later than the Abandonment Effective Date. The Debtors may, in their sole discretion, extend this period for a reasonably necessary time to effectuate the counterparty's efforts to retake possession.
• The Debtors shall (i) maintain their current insurance coverage and continue the existing storage maintenance program, if applicable, for each item of Owned Equipment until the earlier of (a) the Abandonment Effective Date and (b) the date the Aircraft Equipment Counterparty takes possession, and (ii) thereafter cease insuring, storing, and maintaining such Owned Equipment unless the parties agree that the counterparty will pay directly or timely reimburse the Debtors.
• The Aircraft Equipment Counterparty must certify in writing to Spirit that it (or its duly authorized designee) is authorized to take possession at or prior to the time possession is taken or delivered. Spirit may rely on such certification to relinquish possession.
• If the counterparty does not retrieve or take control of the Owned Equipment by the Abandonment Effective Date, it shall be responsible to the Debtors for the subsequent reasonable actual out-of-pocket costs of, and all risks attendant to, maintaining, insuring, and storing such equipment. The parties may mutually agree to an alternative retrieval date, provided that the affected counterparty shall be solely responsible for all costs related to the Owned Equipment.
• If the counterparty does not remove the Owned Equipment or otherwise contract for its storage following filing of a Notice of Abandonment, the Debtors may file, on shortened notice, a motion to compel removal and/or payment of storage and other attendant costs, including all related legal fees.

Aircraft Records and Registry Cooperation

• If the Debtors abandon a piece of Owned Equipment, on or prior to the Abandonment Effective Date they shall make available to the applicable Aircraft Equipment Counterparty, at the then-current location, both (a) the Owned Equipment and (b) all technical records, documents, reports, and statements relating thereto (the "Aircraft Records") in the Debtors' possession, in their then "as is, where is" condition and, with respect to the Aircraft Records, without certification or signature and without independent verification or audit. Such Aircraft Records include all records and documents described in section 1110(a)(3)(B) of the Bankruptcy Code.
• Upon written request, the Debtors shall reasonably cooperate with respect to the execution or provision of information required for documentation to be filed with the aviation authority in the applicable jurisdiction; the affected counterparty shall be solely responsible for all costs, and nothing shall require the Debtors to maintain staffing or incur third-party costs.
• Once the counterparty retrieves or takes control of the Owned Equipment, it (or the authorized party under an IDERA or power of attorney provided by the Debtors, if any) shall be permitted to request the cancellation or transfer of the registration on an aviation authority's register or with any other applicable registration authority, at its sole cost.
• The surrender and return of the Owned Equipment and related Aircraft Records in accordance with the Order is approved and satisfies the Debtors' obligations under section 1110(c) of the Bankruptcy Code, to the extent applicable.
• All entities (including airport authorities, administrative agencies, governmental departments, secretaries of state, and federal, state, and local officials) with responsibilities in connection with any ferry or return flights arranged by an Aircraft Equipment Counterparty (or its agents) shall be authorized and directed to allow access to the Owned Equipment and to allow ferry or return flights to a designated Return Location.

As Is, Where Is; Free and Clear

• All purchasers will take the Owned Equipment "as is" and "where is," without any representations or warranties from the Debtors as to the quality or fitness of such assets for either their intended or any particular purpose.
• Pursuant to section 363(f), all sales of the Owned Equipment in accordance with the Sale Procedures will be free and clear of Encumbrances, with any such Encumbrances, at the Debtors' sole discretion, either (i) satisfied from the proceeds of the sale or (ii) transferred and attached to the net sale proceeds in the same order of priority such liens had on the Owned Equipment sold, in each case subject to any claims and defenses the Debtors may possess.
• The Owned Equipment and Aircraft Records will be made available to the applicable Aircraft Equipment Counterparty in "as is, where is" condition, with no representations or warranties regarding condition or title. If any Owned Equipment is non-serviceable, the Debtors are under no obligation to repair it.

Reservation of Rights

• Nothing in the Order shall prejudice the rights of any Aircraft Equipment Counterparty to (a) assert a claim for rejection damages; (b) assert damages for failure to satisfy all contractual return or turnover provisions of the applicable Equipment Agreement; (c) assert a claim or entitlement to payment for postpetition rent, supplemental rent, or other obligations; (d) assert a claim for any administrative expenses or other priority claim arising out of or relating to any Equipment Agreement and/or applicable law, including for the value of any parts removed on or after the Petition Date; or (e) if the Debtors fail to return any Owned Equipment or Aircraft Records as provided, seek enforcement or damages in accordance with the Bankruptcy Code.
• Nothing shall prejudice the right of the Debtors or any other party to object to any such claims or actions, or the rights of any Aircraft Equipment Counterparty against any other person or entity under any agreement and/or applicable law.
• Nothing in the Order shall impact or modify the Order (A) Authorizing the Sale of Certain Aircraft Free and Clear of All Liens, Claims and Encumbrances and Other Interests and (B) Granting Related Relief [ECF No. 991].
• No relief granted pursuant to the Order, including any debt service payments authorized under the Wind-Down Budget, shall alter, impair, or otherwise affect the rights and remedies of the secured parties under section 1110(a) or under any security agreements relating to the HFS Aircraft.

Automatic Stay Modifications

• To the extent necessary, the Automatic Stay is modified to allow the Debtors and the applicable Aircraft Equipment Counterparty to effectuate the provisions of the Order and to access, retrieve, transfer, move, or dispose of the Owned Equipment.
• The Automatic Stay is modified to permit the application of any security deposit held by an Aircraft Equipment Counterparty with respect to the Equipment Agreements, to the extent permitted by and in accordance with the terms of such agreements, against the obligations of the Debtors thereunder.
• The Automatic Stay is also modified for the purpose of aircraft or aircraft-related equipment registry administration, solely to allow an Aircraft Equipment Counterparty to cancel or terminate any such Equipment Agreement, and to deliver any notices contemplated thereby, in the event the Debtors elect to abandon such Owned Equipment.
• The Automatic Stay shall otherwise remain in effect with respect to the Owned Equipment as to all other persons or entities until the Owned Equipment is returned or sold.

Claims Bar Date for Abandonment Claims

• Claims arising out of any abandonment effected pursuant to the Order must be timely filed in accordance with the Order Establishing Deadlines and Procedures for Filing Proofs of Claim [ECF No. 597] on or before 30 days after the Abandonment Effective Date with respect to the item of Owned Equipment to which such claim relates. Any claim not timely filed will be irrevocably barred.

Key Dates

• Petition Date: Aug. 29, 2025
• Order Entry Date: May 6, 2026
• Transaction Objection Deadline: 4:00 p.m. (ET) on the date that is 14 days after the Sale Notice is filed and served
• Abandonment Notice Service (for Owned Equipment with book value ≤ $5,000,000): 7 days before the Abandonment Effective Date
• Abandonment Objection Deadline (for Owned Equipment with book value > $5,000,000): the earlier of (i) 4:00 p.m. (ET) on the date that is 14 days after the Abandonment Notice is filed and served, and (ii) the Hearing on the Motion
• Abandonment Claims Bar Date: 30 days after the Abandonment Effective Date for the applicable item of Owned Equipment

Chicago O'Hare Preferential Use Gate Assignments Summary — American Airlines, Inc. and United Airlines, Inc.

Overview

• Spirit Airlines, LLC assigned its interests in the Preferential Use Gate Space at Chicago O'Hare International Airport to two carriers through separate private assignment transactions, each documented as an Assignment and Assumption Agreement for Airline Use and Lease Agreement – ORD and each approved by a separate order of the Court.
• The Court entered the first order on December 15, 2025, authorizing the assignment of Gates G8 and G10 to American Airlines, Inc. and the assumption of the underlying lease pursuant to sections 105, 363, and 365 of the Bankruptcy Code, Bankruptcy Rules 6004 and 6006, Local Rules 6004-1 and 6006-1, and the Sale Guidelines.
• The Court entered the second order on February 25, 2026, authorizing the assignment of Gates G12 and G14, together with the Assignor's support space in Terminal 2, to United Airlines, Inc. pursuant to sections 105 and 363 of the Bankruptcy Code, Bankruptcy Rule 6004, Local Rule 6004-1, and the Sale Guidelines. The second order does not contain a separate cure provision and does not recite section 365 among its predicates, though the underlying assignment agreement contemplates an approval order entered pursuant to sections 363 and 365.
• Each Assignment Agreement provides that the transaction is to be approved as a private assignment transaction not subject to further marketing or competitive bidding. Neither filing contemplates bidding procedures, a stalking horse, an auction, or bid protections.
• Each order was supported by the Sandifer Declaration, and each attaches the applicable Assignment Agreement as Exhibit 1, such that a statement of the kind referenced in Bankruptcy Rule 6004(f)(1)(A) need not be filed.

Parties Involved

• Assignor: Spirit Airlines, LLC, a Delaware limited liability company. The Agreement with United Airlines is executed for the Assignor by Chip Sandifer, VP CRE.
• Assignees: American Airlines, Inc., a Delaware corporation (Gates G8 and G10); and United Airlines, Inc., a Delaware corporation (Gates G12 and G14 and the Terminal 2 support space). The Agreement with United Airlines is executed for the Assignee by Brandon Fair, Vice President.
• Landlord: the City of Chicago, an Illinois municipal corporation and home rule unit of local government, as lessor under the Airline Use and Lease Agreement dated May 12, 2018.
• The Debtors comprise Spirit Aviation Holdings, Inc.; Spirit Airlines, LLC; Spirit Finance Cayman 1 Ltd.; Spirit Finance Cayman 2 Ltd.; Spirit IP Cayman Ltd.; and Spirit Loyalty Cayman Ltd. The Debtors' mailing address is 1731 Radiant Drive, Dania Beach, FL 33004.

Assets Being Assigned

• As of the applicable Effective Date, the Assignor's Premises at the Airport included Preferential Use Premises containing 551 feet of Linear Frontage and the associated Holdroom Space and Gate Ramp comprising the Preferential Use Gate Space at Gates G8, G10, G12 and G14.
• American Airlines Assigned Premises: all of the Assignor's right, title and interest in, to and under the Lease with respect to that portion of the Preferential Use Premises containing 276 feet of Linear Frontage and the associated Holdroom Space and Gate Ramp comprising the Preferential Use Gate Space at Gates G8 and G10, as depicted in Exhibit A to that Assignment.
• United Airlines Assigned Premises: all of the Assignor's right, title and interest in, to and under the Lease with respect to that portion of the Preferential Use Premises containing 275 feet of Linear Frontage and the associated Holdroom Space and Gate Ramp comprising the Preferential Use Gate Space at Gates G12 and G14, together with the Assignor's support space in Terminal 2, as depicted in Exhibit A to that Assignment.
• In each case, the assignment is effective only with respect to the applicable Assigned Premises, and nothing in the Assignment constitutes an assignment of the Lease, or any rights or obligations thereunder, with respect to the remainder of the Premises (the Retained Premises). Upon the Effective Date, the Assignor has no further right, title or interest in, to or under the applicable Assigned Premises or the Lease with respect thereto.
• Effective as of the Effective Date, each Assignee assumes and agrees to pay all sums and perform, fulfill, comply with and be bound by all terms, provisions, covenants and obligations to be performed by "Airline" under the Lease arising from and after the Effective Date, but only with respect to the applicable Assigned Premises and not with respect to the Retained Premises.

Assignment Fee

• American Airlines: $30,000,000, due and payable to the Assignor within three business days after the Effective Date.
• United Airlines: $30,200,000, due and payable to the Assignor within three business days after the Effective Date.
• Each Assignee acknowledges that its obligations under the applicable Assignment, including the Assignment Fee provision, constitute fair consideration and reasonably equivalent value for the Assignor's assignment, conveyance and transfer of its interest under the Lease with respect to the Assigned Premises.
• The Court found in each case that the Assignment Fee is fair and reasonable and that the Debtors exercised sound business judgment in connection with the assignment.

Assignment Fee Clawback

• The American Airlines assignment fee is based on the Assignee's ability to use the Assigned Premises on a Preferential Use basis through September 30, 2027.
• The United Airlines assignment fee is based on the Assignee's ability to use Gate G14, the corresponding linear footage and the Terminal 2 support space on a Preferential Use basis through September 30, 2027, and Gate G12 and the corresponding linear footage through September 30, 2026.
• If at any time before the applicable end date the Assignee loses the right to use the Assigned Premises on a Preferential Use basis as a result of (a) the Assignor no longer being a Long-Term Signatory Airline, (b) the Assignor being sold, transferred, merged or ceasing to operate, (c) the Assignor's number of flights at the Airport, or (d) the Landlord designating the Assigned Premises as Common Use instead of Preferential Use, assigning the Assigned Premises to another Air Carrier, or closing the Assigned Premises — and in any such case not making available on a Preferential Use basis a reasonable substitute located in Terminal 3 of the Airport — the Assignor must repay the Assignee a ratable portion of the assignment fee.
• The ratable portion is computed by multiplying the assignment fee by (x) the quotient of the number of months the Assignee is unable to use the Assigned Premises divided by the total number of months between the Effective Date and September 30, 2027, and (y) the quotient of the number of feet of Linear Frontage the Assignee is unable to use divided by the total number of feet of Linear Frontage in the Assigned Premises. In the United Airlines agreement, the denominator of the months component runs to September 30, 2027 notwithstanding that the Gate G12 frontage is priced only through September 30, 2026.
• The Assignor's repayment obligations under Section 7 of each Assignment Agreement are binding, and any claims of the Assignee arising from the Assignor's breach or non-performance of those obligations constitute administrative expenses of the Assignor's estate under sections 503(b)(1) and 507(a)(2).

Cure Costs

• Under the December 15, 2025 order, the Assignor is authorized to assume the Use and Lease Agreement and to pay all amounts and otherwise perform all obligations thereunder after giving effect to the Assignment Agreement, and shall pay $0.00 to the Landlord (inclusive of its affiliates) or any counterparty in satisfaction of its obligation to cure any defaults under section 365(b)(1)(A).
• The February 25, 2026 order authorizes the Assignor to perform all obligations under the Use and Lease Agreement in accordance with its terms after giving effect to the Assignment Agreement, and contains no separate cure provision.

Assignment Free and Clear

• The assignment of the Assigned Premises constitutes a legal, valid, binding, and effective transfer thereof and, subject to the Assignment Agreement and upon the Assignor's receipt of the applicable Assignment Fee, is free and clear of all liens, claims, rights, liabilities, encumbrances, and other interests of any kind or nature pursuant to section 363(f), regardless of whether such interests have been asserted, filed, or otherwise exist by virtue of applicable law.
• Such interests will, at the Debtors' sole discretion, either be (a) satisfied from the proceeds of the assignment or (b) transferred and attached to the net proceeds in the same order of priority they held on the Assigned Premises.
• Holders of such interests are authorized and directed to execute and deliver any waivers, releases, or related documentation reasonably requested by the Debtors. Where a holder has not delivered termination statements, instruments of satisfaction, or lien releases in proper form prior to the date of the applicable order, the Debtors and the Assignee are authorized to execute and file such documents on that holder's behalf.
• Any holder that did not timely and properly object to the Motion, or that withdrew its objection, has consented to the assignment. Any holder that timely objected and did not withdraw its objection could be compelled to accept money satisfaction of its claims under section 363(f)(5), or falls within one or more of the other subsections of section 363(f), and is adequately protected by having its claims attach to the assignment proceeds with the same priority that existed immediately prior to closing.

Good Faith Purchaser

• The Court found in each case that the negotiation of and entry into the Assignment Agreement were non-collusive, in good faith, at arm's length, and substantively and procedurally fair to all parties in interest.
• The Assignee is a good faith purchaser as provided in section 363(m), and the Assignee and, to the extent applicable, its good-faith transferees are afforded the protections of that section.
• Neither the Debtors nor the Assignee engaged in any conduct that would cause or permit the transaction to be avoided, or damages or costs to be imposed, under section 363(n).

Use of Proceeds

• American Airlines transaction: within one business day after the Debtors' receipt of the $30 million Assignment Fee, the Debtors shall use all such proceeds to prepay the DIP Loans in accordance with the DIP Documents.
• United Airlines transaction: after the Debtors' receipt of the $30.2 million Assignment Fee, the Debtors shall use such proceeds to prepay the Term Loans to the extent provided by Section 2.05 of the DIP Credit Agreement.

Conditions to Effectiveness

• The Effective Date under each Assignment is the first business day on which each of the following has been satisfied or waived by the Assignee in its sole discretion:
  • The Assignment has been duly executed by each of the Assignor and the Assignee and approved in writing by the Landlord;
  • The Bankruptcy Court has entered an order, in form and substance reasonably acceptable to the Assignee, authorizing the Assignor's performance under the Assignment, including the assignment of its interest in the Lease solely with respect to the Assigned Premises, through a private assignment transaction not subject to further marketing or competitive bidding, pursuant to sections 363 and 365; and
  • The Assignment has not been terminated pursuant to Section 8 and remains in full force and effect.

Termination by Assignee

• Each Assignment may be terminated by the Assignee at any time prior to the Effective Date upon:
  • The Assignor's failure to file a motion seeking entry of the Approval Order, in form and substance reasonably acceptable to the Assignee, by the applicable deadline (November 17, 2025 for the American Airlines assignment; February 3, 2026 for the United Airlines assignment);
  • The Effective Date not having occurred by the date that is 30 calendar days after the Execution Date; or
  • The Assignor withdrawing the Approval Motion, moving to voluntarily dismiss the Bankruptcy Cases or the Court otherwise ordering dismissal, moving to convert to chapter 7 or the Court otherwise ordering conversion, or, after the Execution Date, moving for appointment of an examiner with expanded powers under section 1104 or a trustee, or the Court otherwise ordering such appointment.
• Upon termination prior to the Effective Date, the provisions of the Assignment become wholly void and of no further force and effect, with no liability on the part of any party.

Continuing Obligations to the Landlord

• The Assignor remains fully liable for the payment of its Airport Fees and Charges and fully responsible for the performance of its obligations under the Lease. As provided in Section 4.2.5 of the Lease, the Landlord may elect to collect the Assignee's pro rata share of Airport Fees and Charges directly from the Assignee if the Assignor is in default of its payment obligations and fails to cure within 15 business days after the Landlord's written notice; any such collection does not release the Assignor from its obligations under the Lease.
• The Landlord is an intended third-party beneficiary of the Assignee's obligations under each Assignment, with an independent right of enforcement to the same extent as if it were a party, if (a) the Landlord provides the Assignor 30 days' written notice requesting enforcement and (b) the Assignor thereafter fails to successfully enforce such obligations.
• Neither Assignment affects or modifies the Landlord's rights under the Lease, including its rights to accommodate other Passenger Carriers at any Preferential Use Gate Space or to reassign any Preferential Use Gate Space to other Passenger Carriers. Any subsequent agreements entered into to effectuate the rights and obligations contemplated by an Assignment are subject to the Landlord's prior written consent in accordance with Section 4.2.1 of the Lease.

Indemnification

• Effective as of the Effective Date, each Assignee indemnifies, defends and holds the Assignor harmless from all liabilities, obligations, actions, suits, proceedings or claims, and all losses, costs and expenses including reasonable attorneys' fees, arising as a result of any act, omission or obligation of the Assignee arising or accruing with respect to the Lease on or after the Effective Date, and only to the extent relating to the Assigned Premises.
• Effective as of the Effective Date, the Assignor indemnifies each Assignee on the same terms with respect to (a) the Lease prior to the Effective Date and (b) the Lease on or after the Effective Date, in the latter case only to the extent relating to the Retained Premises.

Governing Law and Jurisdiction

• Each Assignment is governed by Illinois law, without regard to its conflict of laws statutes, rules or judicial decisions. The parties consent to the jurisdiction of the Illinois state courts, the federal courts located in Illinois, and the Bankruptcy Court, and expressly consent to the Bankruptcy Court's jurisdiction with respect to any matter arising from or related to the implementation, interpretation, or enforcement of the Approval Order.
• The Court found in each case that it has jurisdiction under 28 U.S.C. § 1334, that the matter is a core proceeding under 28 U.S.C. § 157, that it may enter a final order consistent with Article III, and that venue is proper under 28 U.S.C. §§ 1408 and 1409.

Post-Closing Arrangements

• The Debtors, the applicable Assignee, the Landlord, and their respective affiliates are authorized, but not directed, to execute, deliver, implement, and fully perform all obligations, instruments, agreements, and documents, and to take all actions necessary or appropriate to implement the Assignment Agreement, without further order of the Court.
• Any Bankruptcy Rule or Local Rule that might otherwise delay the effectiveness of each order is waived, and each order is effective and enforceable immediately upon entry. The Court retains jurisdiction over any matter arising from or related to the implementation, interpretation, and enforcement of each order.

Key Dates

• Petition Date: Aug. 29, 2025
• Airline Use and Lease Agreement (Landlord: City of Chicago): May 12, 2018
• American Airlines Assignment Execution Date: Dec. 5, 2025
• American Airlines Approval Motion Filing Deadline (termination trigger): Nov. 17, 2025
• American Airlines Order Entered: Dec. 15, 2025
• United Airlines Assignment Execution Date: Feb. 3, 2026
• United Airlines Approval Motion Filing Deadline (termination trigger): Feb. 3, 2026
• United Airlines Order Entered: Feb. 25, 2026
• Effective Date Outside Deadline (each Assignment): 30 calendar days after the applicable Execution Date
• Assignment Fee Payment: within three business days after the applicable Effective Date
• Preferential Use Pricing End Date (American Airlines; United Airlines Gate G14, corresponding frontage and Terminal 2 support space): Sept. 30, 2027
• Preferential Use Pricing End Date (United Airlines Gate G12 and corresponding frontage): Sept. 30, 2026

LaGuardia Airport Slots Transfer to JetBlue Airways Corporation — Sale Order Summary

Parties Involved

• Spirit Aviation Holdings, Inc. and its subsidiaries, as Debtors, comprising Spirit Aviation Holdings, Inc.; Spirit Airlines, LLC; Spirit Finance Cayman 1 Ltd.; Spirit Finance Cayman 2 Ltd.; Spirit IP Cayman Ltd.; and Spirit Loyalty Cayman Ltd.
• Spirit Airlines, LLC, as Transferor
• JetBlue Airways Corporation, as Successful Bidder
• Frontier Airlines, Inc., as Alternate Bidder
• The Court entered the Order on July 27, 2026, in the U.S. Bankruptcy Court for the Southern District of New York (Judge Sean H. Lane), Case No. 25-11897 (SHL)

Assets Being Sold

• All of Spirit Airlines, LLC's interests in certain operating authorizations at LaGuardia Airport (the "LGA Slots")
• The Order grants the Motion and approves the transfer of the LGA Slots as contemplated by the Transfer Agreement, free and clear of all liens, claims, interests, and encumbrances, pursuant to sections 105 and 363 of the Bankruptcy Code and Bankruptcy Rules 2002, 6004, 6006, and 9007.
• The Transferor and the Successful Bidder are authorized to enter into, consummate, and perform under the Transfer Agreement and any ancillary agreements or documents consistent therewith, and to take all actions necessary or appropriate to implement it, without further order of the Court.

Auction Details

• The Court entered the Bidding Procedures Order on June 22, 2026 [ECF No. 1213], approving the Bidding Procedures attached as Exhibit 1 thereto.
• The Debtors received seven Qualified Bids for all interests in the LGA Slots by the LGA Slots Final Bid Deadline and conducted an Auction on July 16-17, 2026 in accordance with the Bidding Procedures Order and the Bidding Procedures.
• The Debtors, in their business judgment and in consultation with the Consultation Parties, selected:
  • The offer of JetBlue Airways Corporation, on the terms and conditions set forth on the record at the Auction and in that certain Transfer Agreement for Slots at LaGuardia Airport, dated as of July 17, 2026, by and between the Transferor and the Successful Bidder, as the highest or otherwise best offer for all of the LGA Slots and therefore as the Successful Bid. A form of the Transfer Agreement was attached as Exhibit 1 to the Notice of Auction Results and Scheduled Hearing for the LGA Slots [ECF No. 1352].
  • The offer of Frontier Airlines, Inc., on the terms and conditions set forth on the record at the Auction and in that certain Transfer Agreement for Slots at LaGuardia Airport, dated as of July 17, 2026, by and between the Transferor and the Alternate Bidder (the "Alternate Transfer Agreement"), as the Alternate Bid for the LGA Slots. A form of the Alternate Transfer Agreement was attached as Exhibit 2 to the Notice of Auction Results.
• The Court found that the Auction was substantively and procedurally fair to all parties and conducted in a diligent, non-collusive, fair and good-faith manner; that the Bidding Procedures, the transfer, the Auction, the Successful Bid, and the Alternate Bid were duly noticed; and that the Successful Bid is the highest or otherwise best offer and the Alternate Bid the next highest or otherwise best offer for the LGA Slots.
• The Debtors and the Successful Bidder complied in all respects with the Bidding Procedures and the Bidding Procedures Order. Because the Transfer Agreement and Alternate Transfer Agreement were attached as Exhibits 1 and 2 to the Notice of Auction Results, a statement of the kind referenced in Bankruptcy Rule 6004(f)(1) need not be filed.

Back-Up Bid Mechanics

• If the Debtors and the Successful Bidder fail to consummate the transactions contemplated under the Transfer Agreement, the Debtors may accept the Alternate Bid upon filing a notice to that effect with the Court in accordance with the Bidding Procedures and subject to the terms of the Alternate Bid.
• In that event, the Alternate Bidder is deemed the "Successful Bidder" and the Alternate Transfer Agreement and related documentation are deemed the "Transfer Agreement" for all purposes under the Order, and the Debtors are authorized to take all actions necessary or appropriate to effectuate the relief granted.

Good Faith Deposit

• If the transfer of the LGA Slots fails to close, the Successful Bidder's deposit will be promptly released in accordance with the Bidding Procedures, the Transfer Agreement, and any applicable deposit agreement.

Sale Free and Clear

• The transfer constitutes a legal, valid, binding, enforceable and effective transfer that vests the Successful Bidder with all of the Debtors' interests in the LGA Slots free and clear of all liens, claims, rights, liabilities, encumbrances, or other interests of any kind or nature (the "Liens").
• Upon the Transferor's receipt of the Consideration, the transfer is free and clear of all Liens pursuant to section 363(f) — regardless of whether such Liens have been asserted, filed, or otherwise exist by virtue of applicable law — with such Liens transferred and attached solely to the proceeds in the same order of priority they held against the LGA Slots.
• Lienholders are authorized and directed to execute and deliver waivers, releases, or other documentation evidencing the release of liens as reasonably requested by the Debtors. If a lienholder fails to deliver such documents upon reasonable request, the Debtors are authorized to execute and file them on that entity's behalf to the extent consistent with the Order.
• Each holder of a Lien that did not timely and properly object to the Motion, or that withdrew its objection, has consented to the transfer. Each holder that timely and properly objected and did not withdraw its objection is adequately protected by the terms of the Order, including by having its Liens attach solely to the transaction proceeds with the same priority that existed immediately prior to the Slot Closing.

Successor Liability

• The Successful Bidder will not be deemed a successor to or mere continuation of the Debtors, to have merged with or into the Debtors (de facto or otherwise), or to have any successor or vicarious liability of any kind or character, whether known or unknown, now existing or arising hereafter, with respect to the LGA Slots.

Good Faith Purchaser Findings

• The Court found that the negotiation of and entry into the Transfer Agreement and the Alternate Transfer Agreement were non-collusive, in good faith, at arm's length, and substantively and procedurally fair to all parties in interest, and that entry into either agreement represents a sound exercise of the Debtors' business judgment and is in the best interests of the Debtors, their creditors, their estates, and all other parties in interest.
• The Successful Bidder acted in good faith in all respects and is a good faith purchaser within the meaning of section 363(m), entitled — together with its good-faith transferees — to all section 363(m) protections.
• None of the Debtors, the Successful Bidder, or the Alternate Bidder engaged in any conduct that would cause or permit the transaction to be avoided, or damages or costs to be imposed, under section 363(n).
• The Consideration constitutes adequate and fair consideration and reasonably equivalent value for the LGA Slots under the Bankruptcy Code, the Uniform Fraudulent Transfer Act, and any other similar applicable law.
• Reversal or modification on appeal of the authorization to consummate the transfer will not alter, affect, limit, or otherwise impair the validity of the transfer unless the authorization and consummation are duly stayed pending appeal.

Use of Proceeds

• Promptly upon receipt of the Consideration, the Debtors are authorized to apply the proceeds to irrevocably pay down claims under the RCF Loan Documents (as defined in Exhibit 1 to the Wind Down Order) against the Debtors, after:
  • Satisfying any obligation to reimburse the Debtors for then-outstanding amounts in accordance with paragraph 13 of the Wind Down Order [ECF No. 1048];
  • Reserving for any such amounts not yet incurred that the RCF Secured Parties have agreed to reimburse under paragraph 13 of the Wind Down Order; and
  • Satisfying the RCF Recovery Incentive, as defined in the Wind Down KEIP Motion [ECF No. 1115].
• Pending application, the proceeds must be segregated and may not be used by the Debtors absent the written consent of the RCF Administrative Agent or further order of the Court.
• Any reserve funded pursuant to clause (ii) must be segregated, may not be used for any other purpose, and remains subject to the liens of the RCF Secured Parties, with unused amounts payable to the RCF Secured Parties to irrevocably pay down claims under the RCF Loan Documents.

Administrative Expense Treatment

• The Transferor's obligations under the Transfer Agreement are binding, and any claims of the Successful Bidder arising from the Transferor's breach or non-performance of those obligations constitute administrative expenses of the Transferor's estate under sections 503(b)(1) and 507(a)(2).

Releases

• Effective as of the Slot Closing, and only if the Slot Closing actually occurs, the Debtors and the Successful Bidder — each on behalf of itself and its affiliates, subsidiaries, successors, and Related Parties — will irrevocably and unconditionally release and discharge one another and their respective Related Parties from all suits, proceedings, claims, demands, damages, losses, costs, liabilities, interest, or causes of action at law or in equity, known or unknown, arising out of the marketing process, the sale process, and the negotiation and formulation of the sale, transfer, ownership or use of the LGA Slots, including breaches of statutory or implied warranties, nuisance or other tort actions, rights to punitive damages, and common law rights of contribution.
• The releases carve out Losses arising under the Transfer Agreement and related instruments, the Bidding Procedures Order, the Order, and any other order of the Court, as well as any Losses relating to acts or omissions constituting actual fraud, gross negligence, or willful misconduct.

Objections

• All objections and reservations of rights filed or asserted in respect of the Motion or the proposed transfer were withdrawn, resolved, or overruled with prejudice. All objections or reservations of rights not withdrawn, waived, or settled are denied and overruled on the merits, and all objections not timely filed are forever barred.

Post-Closing Arrangements

• Any Bankruptcy Rule or Local Rule that might otherwise delay effectiveness is waived; the Order is effective and enforceable immediately upon entry.
• The Debtors are authorized to take any action they deem necessary or appropriate to implement and effectuate the terms of, and relief granted in, the Order without further order of the Court, and the Court retains jurisdiction over any matter arising from or related to its implementation, interpretation, and enforcement.

Key Dates

• Bidding Procedures Order Entry: June 22, 2026 [ECF No. 1213]
• Auction: July 16-17, 2026
• Transfer Agreement and Alternate Transfer Agreement Dated: July 17, 2026
• Sale Order Entry: July 27, 2026

Ground Support Equipment Sale Summary — Associated Lease and Finance Group, LLC

Overview

• On July 27, 2026, Judge Sean H. Lane entered an order authorizing Debtor Spirit Airlines, LLC to sell its ground support equipment (the "GSE") free and clear of liens, claims, interests, and encumbrances, and to enter into and perform under the Purchase Agreement, dated as of June 23, 2026, pursuant to sections 105 and 363 of the Bankruptcy Code, Bankruptcy Rule 6004, Local Rule 6004-1, and the Sale Guidelines.
• The transaction is documented as a Bill of Sale rather than a marketed sale process; the filing does not contemplate bidding procedures, a stalking horse, an auction, or bid protections.
• The Debtors commenced their voluntary chapter 11 cases on Aug. 29, 2025, in the U.S. Bankruptcy Court for the Southern District of New York.

Parties Involved

• Seller: Spirit Airlines, LLC, a Delaware limited liability company, executed by Pedro Motta, Chief Financial Officer
• Buyer / Purchaser: Associated Lease and Finance Group, LLC, a Delaware limited liability company, executed by Kurt Brulisauer, Authorized Signatory
• The Debtors comprise Spirit Aviation Holdings, Inc.; Spirit Airlines, LLC; Spirit Finance Cayman 1 Ltd.; Spirit Finance Cayman 2 Ltd.; Spirit IP Cayman Ltd.; and Spirit Loyalty Cayman Ltd. The Debtors' mailing address is 1731 Radiant Drive, Dania Beach, FL 33004.
• Notices to the Seller are directed to PJT Partners LP, 280 Park Avenue, New York (soar_asset_sales@pjtpartners.com), with a copy that does not constitute notice to Davis Polk & Wardwell LLP (Marshall S. Huebner, Darren S. Klein, and Christopher S. Robertson). Notices to the Buyer are directed to Kurt Brulisauer, SVP General Aviation, in Miami, Florida, with a copy that does not constitute notice to Fox Rothschild LLP (Heather L. Ries).

Assets Being Sold

• All of the Seller's right, title, and interest in, to, and under the assets set forth on Exhibit A to the Bill of Sale, consisting of the ground support equipment specifically identified in the Purchase Agreement. The Seller irrevocably sells, assigns, transfers, conveys, and delivers the Assets free and clear of all interests, liens, claims, rights of setoff or recoupment, and encumbrances pursuant to section 363(f).
• Exhibit A comprises the "Project Soar Revised GSE List," which designates assets as available, "in use" (available for sale but currently in use, to be transferred at a later date), or not available.
• The fueling equipment inventory tab of Exhibit A is annotated as no longer available, and the hydrant carts and tanker listed on that tab, located at LAX, FLL, MCO, MSY, DTW, and DFW, are marked as sold in the comments column.

Purchase Price

• Aggregate purchase price of $11,510,000, payable upon execution and delivery of the Bill of Sale in immediately available funds, by transfer to the Seller account set forth on Exhibit B.
• The Court found the Purchase Price to be fair and reasonable, and that the Debtors exercised sound business judgment in connection with the sale of the GSE.

Sale Free and Clear

• The sale constitutes a legal, valid, binding, and effective transfer of the GSE and, subject to the Purchase Agreement and upon the Seller's receipt of the Purchase Price, is free and clear of all liens, claims, rights, liabilities, encumbrances, and other interests of any kind or nature pursuant to section 363(f), regardless of whether such interests have been asserted, filed, or otherwise exist by virtue of applicable law.
• Such interests will, at the Debtors' sole discretion, either be (a) satisfied from the proceeds of the transaction or (b) transferred and attached to the net proceeds in the same order of priority they held on the GSE.
• Holders of such interests are authorized and directed to execute and deliver any waivers, releases, or related documentation reasonably requested by the Debtors. Where a holder has not delivered termination statements, instruments of satisfaction, or lien releases in proper form prior to the date of the Order, the Debtors and the Purchaser are authorized to execute and file such documents on that holder's behalf.
• Any holder that did not timely and properly object to the Motion, or that withdrew its objection, is deemed to have consented to the sale. Any holder that timely objected and did not withdraw its objection could be compelled to accept money satisfaction of its claims under section 363(f)(5), or falls within one or more of the other subsections of section 363(f), and is adequately protected by having its interests attach to the sale proceeds with the same priority that existed immediately prior to closing.

Adequate Protection – Texas Tax Authorities

• Prior to distribution of any cash proceeds of the GSE sale to any other creditor, the Debtors must set aside $40,424.80 of the proceeds in a segregated account, which may be the same account established under paragraph 11 of the HFS Sale Order.
• The reserve serves as adequate protection for any year 2026 business personal property ad valorem tax claims of Grapevine-Colleyville ISD, City of Grapevine, City of Houston, Lone Star College System, and Tarrant County (the "Texas Tax Authorities") that may be owed on account of the GSE. Any valid liens of the Texas Tax Authorities attach to these proceeds to the same extent and with the same priority as any liens held against the GSE.
• The reserve does not constitute allowance of any claim, an admission as to the amount of any claim or the validity, priority, or extent of any lien, or a cap on amounts the Texas Tax Authorities may be entitled to receive. Purported claims and liens remain subject to any objections the Debtors or other parties in interest may otherwise raise.
• Funds may be distributed upon agreement among the Texas Tax Authorities, the Debtors, and the Required DIP Lenders, or by subsequent order of the Court on due notice to the Texas Tax Authorities.

Good Faith Purchaser

• The Court found that the negotiation of and entry into the Purchase Agreement were non-collusive, in good faith, at arm's length, and substantively and procedurally fair to all parties in interest.
• The Purchaser is a good faith purchaser under section 363(m), and the Purchaser and, to the extent applicable, its good-faith transferees are afforded the protections of that section. The Parties likewise acknowledge in the Bill of Sale that the Buyer is acquiring the Assets in good faith and is entitled to section 363(m) protections.
• Neither the Debtors nor the Purchaser engaged in any conduct that would cause the sale to be avoided, or damages or costs to be imposed, under section 363(n).

Successor Liability

• Under the Bill of Sale, the Buyer is not a successor to Spirit and does not assume any debts, claims, liabilities, obligations, taxes, cure costs, or other liabilities, other than liabilities expressly assumed under the Bill of Sale or the Order approving the sale.
• The Order contains no separate successor liability finding and no injunction barring the assertion of such claims against the Purchaser.

Conditions Precedent

• Each Party's obligation to consummate the transaction is subject to satisfaction, or waiver by the Parties, of (i) receipt of duly executed signature pages from each Party, and (ii) receipt of requisite Bankruptcy Court approval, with the sale order to be in form and substance reasonably satisfactory to the Buyer, approving the sale free and clear under section 363(f) and finding the Buyer to be a good-faith purchaser under section 363(m).
• Each Party will use commercially reasonable efforts to consummate the transaction, including supporting entry, effectiveness, and enforcement of the sale order, opposing any stay pending appeal, and cooperating in good faith to preserve the benefits of sections 363(f) and 363(m) for the Buyer.

Representations and Warranties

• The Seller and its affiliates convey the Assets without representation or warranty of any kind, express or implied, at common law, by statute, or otherwise, including as to title; merchantability, design, or quality; fitness for any particular purpose; any other materials or information made available to the Buyer; and any other matter whatsoever, including the accuracy or completeness of information provided.
• The Buyer is deemed to acquire the Assets in their present status, condition, and state of repair, "as is" and "where is" with all faults, having made such inspections as it deems appropriate, and irrevocably waives any and all claims against the Seller or its affiliates associated with the Assets.

Sale Authorization and Implementation

• The Seller and Purchaser are authorized, but not directed, to enter into, consummate, and perform under the Purchase Agreement and any ancillary agreements or documents. The Seller's obligations under the Purchase Agreement are binding, and any claims of the Purchaser arising from the Seller's breach or non-performance constitute administrative expenses of the Seller's estate under sections 503(b)(1) and 507(a)(2).
• The Debtors, Purchaser, and their respective affiliates are authorized, but not directed, to execute and perform all obligations, instruments, agreements, and documents, and to take all actions necessary or appropriate to implement the Purchase Agreement, without further order of the Court.
• Because the Purchase Agreement is attached to the Order as Exhibit 1, a statement of the kind referenced in Bankruptcy Rule 6004(f)(1) need not be filed.

Post-Closing Arrangements and Governing Law

• Any Bankruptcy Rule or Local Rule that might otherwise delay the effectiveness of the Order is waived, and the Order is effective and enforceable immediately upon entry. The Court retains jurisdiction over any matter arising from or related to its implementation, interpretation, and enforcement.
• Except to the extent mandatory provisions of the Bankruptcy Code apply, the Bill of Sale is governed by New York law. The Bankruptcy Court retains exclusive jurisdiction to enforce the agreement and decide related claims or disputes; if the Bankruptcy Cases are closed under section 350, the Parties submit to the exclusive jurisdiction of the U.S. District Court for the Southern District of New York or any New York state court located in the Borough of Manhattan. The Parties irrevocably waive all right to trial by jury.

Key Dates

• Petition Date: Aug. 29, 2025
• Purchase Agreement / Bill of Sale Execution Date: June 23, 2026
• Sale Order Entered: July 27, 2026

Detroit Hangar Lease Termination Summary — Wayne County Airport Authority

Overview

• On July 21, 2026, the Debtors filed a Notice of (I) Successful Bidder and (II) Cancellation of Auction for the Detroit Hangar, identifying the Wayne County Aviation Authority as the Successful Bidder for the Detroit Hangar, subject to entry of an order of the Court approving the transaction.
• The transaction was marketed under the Bidding Procedures Order entered June 22, 2026 [ECF No. 1213], by which the Court approved procedures to be used in connection with one or more transfers of the Debtors' assets free and clear of all liens, claims, encumbrances, and other interests.
• The form of the agreement transferring the Detroit Hangar to the Successful Bidder is styled a Termination Agreement and titled "Agreement for Termination of Hangar Lease – Spirit," attached to the notice as Exhibit A.
• The Debtors filed their voluntary petitions on Aug. 29, 2025 in the U.S. Bankruptcy Court for the Southern District of New York.

Parties Involved

• Debtors: Spirit Aviation Holdings, Inc.; Spirit Airlines, LLC; Spirit Finance Cayman 1 Ltd.; Spirit Finance Cayman 2 Ltd.; Spirit IP Cayman Ltd.; and Spirit Loyalty Cayman Ltd. The Debtors' mailing address is 1731 Radiant Drive, Dania Beach, FL 33004.
• Successful Bidder: the Wayne County Aviation Authority, as identified in the body of the notice. The signature block to the Termination Agreement identifies the counterparty as the Wayne County Airport Authority and the Debtor party as Spirit Airlines, Inc.
• Debtors' counsel: Davis Polk & Wardwell LLP (Marshall S. Huebner, Darren S. Klein, Christopher S. Robertson, Noah Z. Sosnick).

Assets Being Transferred

• The Detroit Hangar, as defined in the Bidding Procedures Order. The transaction is documented as a termination of the hangar lease rather than an assignment of the Debtors' leasehold interest to a third party, with the counterparty identified in the Termination Agreement signature block as the airport authority.
• The substantive terms of the Termination Agreement, including the description of the premises, the effective date, and the conditions to termination, are set out in Exhibit A to the notice. The pages of that exhibit are not available in the filed copy reviewed, and the exhibit footer marks the document "Confidential and for discussion purposes only."

Consideration

• Total Consideration: $18,000,000.
• The notice does not state the payment mechanics, the timing of payment, or the application of proceeds.

Marketing and Bid Process

• The Detroit Hangar Final Bid Deadline occurred on Thursday, July 16, 2026 at 4:00 p.m. (prevailing Eastern Time), in accordance with the Bidding Procedures and the Bidding Procedures Order.
• The Debtors, after consulting with the Consultation Parties, selected the bid submitted by the Successful Bidder as the highest and best bid for the Detroit Hangar, subject to entry of an order approving the transaction.
• The Debtors did not receive any Qualified Bids for the Detroit Hangar other than the one submitted by the Successful Bidder, and accordingly will not conduct an auction for the Detroit Hangar.

Hearing and Objection Procedures

• A hearing to consider approval of the transfer of the Detroit Hangar to the Successful Bidder is scheduled for 10:00 a.m. (prevailing Eastern Time) on August 4, 2026 before the Honorable Sean H. Lane, conducted via Zoom for Government. Parties wishing to appear or attend are required to register their appearance by 10:00 a.m. on August 3, 2026.
• Responses or objections must be in writing, in English, and in text-searchable format, filed with the Court electronically, and served on the Debtors and the Sale Notice Parties so as to be received no later than 4:00 p.m. on July 28, 2026, in accordance with the Bankruptcy Rules, the Local Rules, the Court's Order Implementing Certain Notice and Case Management Procedures [ECF No. 61], and the Court's Chambers' Rules.
• All objecting parties are required to attend the hearing, and failure to appear may result in relief being granted upon default.
• Copies of the Bidding Procedures Order, the Bidding Procedures, the notice, and all other publicly filed documents are available free of charge at https://dm.epiq11.com/SpiritAirlines.

Status

• As of the date of this summary, no order approving the transfer of the Detroit Hangar has been entered on the docket. Accordingly, the free and clear, good faith purchaser, successor liability, and use of proceeds provisions applicable to this transaction, and the statutory predicates on which relief is granted, are not yet available.

Key Dates

• Petition Date: Aug. 29, 2025
• Bidding Procedures Order Entered: June 22, 2026 [ECF No. 1213]
• Detroit Hangar Final Bid Deadline: July 16, 2026, at 4 p.m. ET
• Notice of Successful Bidder and Cancellation of Auction Filed: July 21, 2026 [ECF No. 1367]
• Objection Deadline: July 28, 2026, at 4 p.m. ET
• Appearance Registration Deadline: Aug. 3, 2026, at 10 a.m. ET
• Hearing: Aug. 4, 2026, at 10 a.m. ET

Dania Beach Campus Properties Sale Summary — DPC Holdco LLC

Overview

• The Debtors are Spirit Aviation Holdings, Inc. and five affiliates, including Spirit Airlines, LLC, whose chapter 11 cases are jointly administered before the U.S. Bankruptcy Court for the Southern District of New York as Case No. 25-11897 (SHL). The Debtors’ mailing address is 1731 Radiant Drive, Dania Beach, Florida — the headquarters campus that is the subject of this sale.
• The Debtors filed the Bidding Procedures Motion on May 27, 2026 [ECF No. 1117], and the Court entered the Bidding Procedures Order on June 22, 2026 [ECF No. 1213], approving the Bidding Procedures attached as Exhibit 1 thereto.
• On July 29, 2026, pursuant to the Bidding Procedures Order, the Debtors selected DPC HoldCo LLC as the Stalking Horse Bidder for the Campus Properties [ECF No. 1408].
• The Debtors received three Qualified Bids for the Campus Properties — defined in the sale order as the Debtors’ corporate headquarters complex, comprising a corporate office complex, training center and multi-family residential building, together with the other Acquired Property — by the Campus Properties Final Bid Deadline, and conducted an Auction. (The order as entered omits the month, reciting an Auction conducted “on 11, 2026”; the Purchase Agreement and the Alternate Purchase Agreement are each dated Aug. 11, 2026.)
• The Debtors, in their sound business judgment and in consultation with the Consultation Parties, selected the offer of DPC Holdco LLC, on the terms of a Real Estate Purchase and Sale Agreement dated as of Aug. 11, 2026 between Spirit Airlines, LLC as Seller and the Purchaser, as the highest or otherwise best offer for all of the Campus Properties and therefore as the Successful Bid. A form of that agreement was attached as Exhibit 1 to the Notice of Auction Results and Scheduled Hearing for the Campus Properties [ECF No. 1445].
• The Debtors selected the offer of REM Acquisition LLC, on the terms of a Real Estate Purchase and Sale Agreement dated as of Aug. 11, 2026 and set forth on the record at the Auction, as the Alternate Bid for all of the Campus Properties.
• On Aug. 21, 2026, the Court entered an order authorizing the sale of the Campus Properties free and clear of liens, claims, interests and encumbrances, authorizing the Debtors to enter into and perform under the Purchase Agreement, and approving the assumption and assignment of the Assigned Contracts, pursuant to sections 105, 363 and 365 of the Bankruptcy Code and Bankruptcy Rules 2002, 6004, 6006 and 9007 [ECF No. 1504]. Relief was supported by the Declaration of Brent Herlihy.
• The operative agreement is the Aug. 11, 2026 Purchase Agreement attached as Exhibit 1 to the sale order. Except as recited in the order, the terms described in the balance of this summary are those of the stalking horse agreement designated on July 29, 2026; the order does not state the Purchase Price, the deposit, the closing conditions or the post-closing occupancy terms under the Aug. 11 agreement.

Parties Involved

• Seller: Spirit Airlines, LLC, a Delaware limited liability company
• Purchaser: DPC HoldCo LLC, a Delaware limited liability company (named “DPC Holdco LLC” in the sale order), as Stalking Horse Bidder and, following the Auction, as Successful Bidder and Purchaser. Notices to Purchaser are directed care of Hill City Capital LP, 121 High Street, Third Floor, Boston, Massachusetts, Attn: Michael Richards, with copies to Nixon Peabody LLP. The Agreement is executed for Purchaser by Herbert Frazier, Member.
• Alternate Bidder: REM Acquisition LLC
• The Stalking Horse Bidder does not have any connection to the Debtors other than those arising from the Stalking Horse Bid. The Court found that the Purchaser is not an insider of the Debtors within the meaning of section 101(31), and that no common identity of directors or controlling stockholders exists between the Purchaser and any of the Debtors.
• Ground Lease Landlord: Dania Live 1748 II, LLC (the Ground Lessor)
• Escrow Agent: Epiq Corporate Restructuring LLC, a New York limited liability company
• Debtors’ counsel: Davis Polk & Wardwell LLP (Marshall S. Huebner, Darren S. Klein, Christopher S. Robertson, Joseph W. Brown), with Berger Singerman LLP as Florida counsel for notice purposes.
• Seller's Knowledge is limited to the actual knowledge of Dave Davis and/or Chip Sandifer.
• Brokers: Except for Eastdil Secured, no broker or investment banker engaged by Seller is entitled to a fee or commission payable by Seller. Purchaser has not employed any broker, finder, or investment banker in connection with the Transaction.

Assets Being Sold

• Seller is the fee owner of certain real property in Broward County, Florida and the ground lessee with respect to certain additional real property in Broward County, Florida.
• The Campus Properties sit within Parcel A of the Dania Pointe development (Plat Book 183, Pages 91–99, Public Records of Broward County). The improvements comprise a corporate office complex consisting of a six-story office building, a two-story ancillary building and a six-story parking garage (the Office Complex), together with a two-story training center building (the Training Facility and, with the Office Complex, the Office Campus), plus the ground-leased residential facility. The permit and estoppel schedules identify the Office Campus addresses as 1731 Radiant Drive (headquarters), 1721 Radiant Drive (amenity building), 1701 Radiant Drive (training facility) and 1741 Radiant Drive (parking garage), and the Ground Lease Premises as 1700 Meridian Drive, Dania Beach. The Owned Real Property is described as Office Parcels I, II and III.
• The Acquired Property consists of all of Seller's right, title, and interest as of the Closing Date in and to:
  • The Land, together with the Improvements (the buildings and other structures and fixtures located on the Land);
  • Seller's interest in, to and under the Ground Lease and in and to the Ground Lease Property, together with the Ground Lease Improvements;
  • To the extent assignable, all rights under the Contracts set forth on Schedule 2.1(c), which together with the Ground Lease constitute the Assigned Contracts, all of which Purchaser shall assume at Closing, provided that Purchaser may, in its sole discretion and without adjustment to the Purchase Price, designate any such Contract as a Non-Assigned Contract at any time prior to Closing upon written notice to Seller. As filed, the schedule is a placeholder stating that the Assigned Contracts are to be designated by Purchaser at least 10 days prior to Closing; the sale order identifies the Assigned Contracts as those set forth on Schedule 2.3 to the Purchase Agreement, together with the Ground Lease;
  • Tangible Personal Property, comprising machinery, equipment, appliances, tools, furniture, fixtures, furnishings, office supplies, and housekeeping supplies owned by Seller — including such property that is subject to a lease, but only to the extent Purchaser assumes that lease as an Assigned Contract — located on or in the Land, the Ground Lease Property, the Improvements, or the Ground Lease Improvements and used in connection with the operation and maintenance thereof;
  • All Permits listed on Schedule 2.1(e), in each case to the extent transferable without the consent of any Governmental Authority;
  • To the extent assignable, all third-party warranties and guaranties relating to construction of the Improvements and the Ground Lease Improvements, or otherwise relating to services performed or materials provided at the properties; and
  • All non-refundable prepaid deposits posted with utility companies for services provided to Seller at the properties.
• Excluded Assets include any assets not specifically identified in Section 2.1 and, without limitation:
  • All assets relating to the operation of Seller's business conducted on or at the Owned Real Property and/or Ground Lease Property;
  • All simulators and related equipment and other training equipment located in the Improvements;
  • All aircraft, engines, and related equipment owned or leased by Seller;
  • All computers, computer equipment, hardware, and software;
  • All intellectual property rights of Seller, including patents, trademarks, copyrights, know-how and trade secrets, source and object code, and related documentation;
  • All books, records, files, and papers of Seller, including in electronic form;
  • All cars, trucks, forklifts, other industrial vehicles, and other motor vehicles;
  • Any Tax refund or reimbursement due to Seller or its Affiliates for any Tax Period ending on or before the Closing Date;
  • All rights to any action, chose in action, suit, cause of action, or claim of any nature available to Seller;
  • All claims and avoidance, recovery, subordination, or other actions arising out of the commencement of the Bankruptcy Case, including those arising under sections 506, 510, 542–551, and 553 of the Bankruptcy Code, and the proceeds thereof; and
  • All rights under insurance policies maintained by Seller.

Purchase Price and Stalking Horse Bid

• The $88 million figure below is the price under the July stalking horse agreement. The sale order does not state the Purchase Price under the Aug. 11, 2026 Purchase Agreement; it finds only that the Purchase Price is fair and reasonable and constitutes reasonably equivalent value and fair consideration for the Campus Properties, and that the Debtors exercised sound business judgment.
• The proposed Purchase Price under the stalking horse agreement is $88 million in cash, payable in addition to the assumption of the Assumed Liabilities and subject to the pro-rations and adjustments described in Section 2.6(c).
• Purchaser represents that it has sufficient cash, available lines of credit, or other sources of immediately available funds to pay the Purchase Price and any other amounts payable by it under the Agreement.
• The Agreement recites that an allocation of the Purchase Price agreed by the Parties is attached as Schedule 2.6(b); as filed, that schedule is a placeholder stating that the Allocation is to be agreed and attached at least 10 days prior to Closing. The Allocation is binding for tax purposes only; the Parties will act consistently with it in financial statements and federal income tax filings (including Form 8594) and in any related tax audit or litigation, except as otherwise required by Applicable Law. This provision survives the Closing. Because the title-objection remedy in Section 10.3 adjusts the Purchase Price by reference to the Allocation (and recomputes the Breakup Fee on the adjusted price), that remedy’s economics remain undetermined until the Allocation is agreed.
• Under the sale order, the Purchaser's obligation to consummate remains subject to satisfaction or waiver of all conditions precedent to Closing in the Purchase Agreement, and nothing in the order requires the Purchaser to close where a condition has not been satisfied or waived.

Bid Protections

• Upon selection as Stalking Horse Bidder and in accordance with the Bidding Procedures Order, the Stalking Horse Bidder was entitled to:
  • Break-Up Fee: 3% of the cash portion of the proposed Purchase Price — approximately $2.64 million. (The notice measures the fee against the cash portion of the Purchase Price; Section 7.4(c)(i) of the Agreement measures it against the Purchase Price without qualification. Because the entire $88 million price is payable in cash, the two formulations produce the same figure.); and
  • Expense Reimbursement: reimbursement of reasonable and documented out-of-pocket expenses of up to $500,000 in the aggregate.
• Under the Agreement, upon consummation of an Alternative Transaction, Seller shall cause the Escrow Agent to return the Earnest Money Deposit to Purchaser (to the extent not previously returned) and shall pay Purchaser the 3% Breakup Fee together with an expense reimbursement of actual, necessary, and documented out-of-pocket expenses associated with the Agreement (including travel, due diligence, and professional fees) up to $500,000. Those amounts are not due and payable if Purchaser has committed a material breach prior to consummation of the Alternative Transaction.
• The Breakup Fee, the Expense Reimbursement, and the return of the Earnest Money Deposit constitute the full and liquidated damages of Purchaser arising out of any termination pursuant to Sections 13.1(h) or 13.1(i), and those provisions survive such termination.
• Payment mechanics: amounts are payable within two business days following the closing of an Alternative Transaction, with an amount equal to the Breakup Fee and Expense Reimbursement segregated from the closing proceeds at the closing of any Alternative Transaction and paid into an account designated and held by Purchaser, free and clear of all Liens, pending Bankruptcy Court approval of final payment.
• The Purchaser was selected as the Successful Bidder at the Auction. The sale order does not address the Breakup Fee or the Expense Reimbursement, and no Alternative Transaction has been approved.

Good Faith Deposit

• Simultaneously with execution of the Agreement, Purchaser shall deposit with the Escrow Agent, by wire transfer of immediately available federal funds, $8,800,000 — equal to 10% of the Purchase Price — as the Earnest Money Deposit.
• The Escrow Agent will hold the Earnest Money Deposit pursuant to an escrow agreement in the form attached as Exhibit C, in an interest-bearing account to the extent available, with interest for Purchaser's account net of bank charges.
• If the Closing is consummated, the Earnest Money Deposit will be paid to Seller as a credit against the Purchase Price. If the Closing does not occur, the deposit will be disbursed in accordance with the Escrow Agreement and Section 13.2.
• The Earnest Money Deposit will be returned to Purchaser without further action upon (i) termination by Purchaser pursuant to Section 13.1, (ii) failure to obtain Bankruptcy Court approval of Purchaser as the stalking horse bidder on or before August 13, 2026, (iii) failure to enter the Sale Order by the applicable deadlines, or (iv) entry of an order approving an Alternative Transaction.
• Upon any termination other than pursuant to Section 13.1(g), the Earnest Money Deposit will be returned to Purchaser within two business days. If the Agreement is terminated by Seller pursuant to Section 13.1(g), the deposit is paid to Seller as liquidated damages — not as a penalty — in lieu of any other right or remedy and as Seller's sole and exclusive remedy at law or in equity.

Auction and Alternate Bid

• The Agreement was subject to Bankruptcy Court approval and to Seller's consideration of higher or otherwise better Competing Bids for all of the Acquired Property or separate bids that, taken together, constitute a higher or better bid. An Alternative Transaction includes Seller's acceptance of a Qualified Bid other than Purchaser's as the highest or best offer for all or a portion of the Acquired Property, or any direct or indirect disposition of all or a portion of the Acquired Property to another Person, including through an asset sale, stock sale, merger, reorganization, chapter 11 plan, refinancing, or a sale pursuant to the Auction.
• Backup Bid mechanics under the Agreement: at the conclusion of the Auction, Seller shall identify and certify the second highest or best offer as the Backup Bid. Seller may require the Backup Bidder to close no later than 45 days after the date of the Sale Hearing; the good faith deposit related to the Backup Bid will be retained until the earliest of (i) 30 days after the Sale Hearing, (ii) the closing of the transaction contemplated by the highest or best bid approved by the Bankruptcy Court, and (iii) such earlier date as Seller and Purchaser may agree in writing. If the Backup Bidder fails to close, Seller may retain its good faith deposit as liquidated damages, which is Seller's sole and exclusive remedy. The Agreement sets the Backup Bidder’s outside closing date at 45 days after the Sale Hearing while releasing its deposit at the earliest of the three events above — leaving a period in which the Backup Bidder may remain obligated to close with no deposit held, notwithstanding that retention of the deposit is Seller’s sole remedy for a failure to close.
• Under the sale order, if the Debtors and the Successful Bidder fail to consummate the transactions contemplated by the Purchase Agreement, the Debtors may accept the Alternate Bid upon filing a notice to that effect in accordance with the Bidding Procedures and subject to the terms of the Alternate Bid, in which case the Alternate Bidder is deemed the Successful Bidder, the Alternate Purchase Agreement and related documentation are deemed the Purchase Agreement for all purposes under the order, and the Debtors are authorized to take all actions necessary or appropriate to effectuate the relief granted.

Sale Free and Clear

• Under the sale order, the sale of the Campus Properties constitutes a legal, valid, binding and effective sale and, subject to the Purchase Agreement and the order and upon the Seller's receipt of the Purchase Price, is free and clear of all liens, claims, rights, liabilities, encumbrances and other interests of any kind or nature, whether known or unknown, choate or inchoate, filed or unfiled, scheduled or unscheduled, recorded or unrecorded, perfected or unperfected, allowed or disallowed, contingent or non-contingent, liquidated or unliquidated, disputed or undisputed, and whether arising before or after the commencement of the cases, including any liens securing the Debtors' debtor-in-possession financing or prepetition secured indebtedness, and including successor liability, product liability, environmental and tax lien claims and claims under theories of transferee or successor liability, de facto merger or substantial continuity (collectively, the "Interests"), other than Permitted Liens and Encumbrances as defined in the Purchase Agreement.
• Such Interests will, at the Debtors' sole discretion, either be satisfied from the sale proceeds or transferred and attached to the net proceeds with the same validity, priority and extent they had on the Campus Properties immediately prior to closing. Holders are authorized and directed to execute and deliver waivers, releases and related documentation reasonably requested by the Debtors, and where a holder has not delivered termination statements, instruments of satisfaction or lien releases in proper form prior to entry of the order, the Debtors and the Purchaser are authorized to execute and file such documents on that holder's behalf.
• Any holder that did not timely and properly object, or that withdrew its objection, has consented to the sale. Any holder that timely objected and did not withdraw its objection could be compelled to accept money satisfaction under section 363(f)(5), or falls within one or more of the other subsections of section 363(f), and is adequately protected by having its claims attach to the sale proceeds with the same priority that existed immediately prior to closing.
• The Purchase Agreement is a valid and binding contract enforceable in accordance with its terms, and its terms and those of the order bind and inure to the benefit of the Debtors, their estates, their creditors, the Purchaser and their respective affiliates, successors and assigns and any affected third parties, notwithstanding any subsequent appointment of a trustee, examiner or receiver, and are not subject to rejection or avoidance. The provisions survive confirmation or consummation of any chapter 11 plan, dismissal of the cases, or conversion to chapter 7, and any trustee appointed under chapter 7 or chapter 11 is authorized and directed to perform under the Purchase Agreement and the order without further order. The provisions are self-executing, and neither the Debtors nor the Purchaser is required to execute or file releases, termination statements, assignments or consents to implement them.
• In the event of any conflict between the order and the Purchase Agreement, the order governs and controls, provided that any provisions of the Purchase Agreement affording additional protections, rights or benefits to the Purchaser remain in full force and effect.
• At Closing, Seller will convey fee simple title to the Owned Real Property by Special Warranty Deed and its interest in the Ground Lease Improvements by Quitclaim Deed, in each case free and clear of all liens and Claims other than Permitted Liens and Encumbrances.

Good Faith Purchaser and Successor Liability

• The Court found that the negotiation of and entry into the Purchase Agreement by the Seller and the Purchaser were non-collusive, in good faith, at arm's length, and substantively and procedurally fair to all parties in interest, and that the relief is in the best interests of the Debtors, their creditors, their estates and all other parties in interest.
• The Purchaser is a good faith purchaser within the meaning of section 363(m), has acted in good faith in all respects, and it and its good-faith transferees, assigns and successors are afforded the full protections of that section. Reversal or modification on appeal will not affect the validity of the transaction unless the authorization is duly stayed pending appeal.
• Neither the Debtors nor the Purchaser engaged in any conduct that would cause or permit the sale to be avoided, or damages or costs to be imposed, under section 363(n).
• The Purchaser will not be deemed a legal successor to the Debtors (other than as to obligations expressly assumed in the Purchase Agreement), to have merged with or into the Debtors de facto or otherwise, or to be a mere or substantial continuation of the Debtors or their enterprise, and has no liability or responsibility for any claim against any Debtor or an insider of any Debtor under any theory of law or equity, including antitrust, environmental, product liability, successor or transferee liability, labor or employment law, de facto merger or substantial continuity.
• Except as set forth in the order, the Purchaser does not assume and has no liability for any debts, liabilities or obligations of the Debtors other than the Assumed Liabilities, including liabilities arising from the operation of the Debtors' business or ownership of the Campus Properties prior to the Closing Date, environmental liabilities existing prior to the Closing Date, employee benefit or pension obligations, taxes for any pre-closing period, and liabilities related to any Excluded Assets or Excluded Liabilities — subject in each case to the Ground Lessor Indemnification Liabilities described below.

Assumption and Assignment

• Under the sale order, the Assigned Contracts comprise the Potential Assumed Contracts on the Proposed Assumed Contracts Schedule as agreed between the Seller and the Purchaser and set forth on Schedule 2.3 to the Purchase Agreement, together with the Ground Lease. Their assumption and assignment to the Purchaser, subject to and conditioned upon the Closing Date, is approved under sections 105(a), 363 and 365, and the requirements of sections 365(b)(1) and 365(f)(2) are found satisfied.
• The Court found that the Debtors previously assumed the Ground Lease pursuant to the contract procedures order [ECF No. 388] and the First Notice of Assumption [ECF No. 916], that the Ground Lessor filed no objection to that notice, that no Cure Costs are due in connection with the assignment of the Ground Lease to the Purchaser, and that the Purchaser's promise to perform thereafter constitutes adequate assurance of future performance satisfying section 365(f).
• All defaults or other obligations arising or accruing prior to the Closing Date, or required to be paid under section 365 in connection with the assumption and assignment, are to be cured by the Debtors or the Purchaser, as applicable, to the extent set forth in the Purchase Agreement and the order. Upon payment of the Cure Costs and assignment, no default or other obligation arising prior to the Closing Date exists under any Assigned Contract, and each Counterparty is forever barred, estopped and permanently enjoined from declaring a default based on pre-closing acts, asserting any assignment fee, default, breach, claim of pecuniary loss or condition to assignment, taking action against the Purchaser on account of any Debtor's financial condition, bankruptcy or non-performance, asserting indemnity or warranty claims for pre-closing acts, or imposing rent accelerations, assignment fees or other increases as a result of the assumption and assignment.
• Nothing in the order or the Purchase Agreement limits the rights, claims or remedies of the Ground Lessor against the Purchaser or of the Purchaser against the Ground Lessor with respect to indemnities, liabilities, obligations or warranties under Section 4.4 of the Ground Lease that arise on or after the Closing Date, or that first accrue or are asserted after the Closing Date as a result of pre-closing acts or occurrences (the Indemnification Liabilities).
• Anti-assignment and ipso facto provisions in the Assigned Contracts — including change of control provisions and provisions triggered by the commencement of the cases, the Debtors' insolvency or financial condition, the assumption and assignment, a change of control, or consummation of the Sale — are void and of no force and effect under sections 365(b), 365(e) and 365(f). Upon the Closing Date the Purchaser is substituted for the applicable Debtor and vested with all of the Debtors' right, title and interest under the Assigned Contracts, and the Debtors are relieved of further liability under section 365(k). The Purchaser has no liability under any Assigned Contract for any period prior to the Closing Date except as expressly provided in the Purchase Agreement or, as to the Ground Lease, in the order.
• Counterparties that failed to timely file and serve an Assumption and Assignment Objection are barred from objecting to the assumption or assignment of their contracts or asserting additional cure or other amounts; Counterparties that failed to timely object to proposed Cure Costs are barred from challenging the finality of those amounts; and any party that could have consented to assumption or assignment is deemed to have consented for purposes of section 365(e)(2)(A)(ii). No contract as to which a Counterparty timely objected is an Assigned Contract unless and until the objection is resolved or overruled. Counterparties must execute and deliver requested instruments within ten business days, failing which the Purchaser is authorized to execute on their behalf. The requirements of Bankruptcy Rule 6006(f)(6) are waived for cause.
• Nothing in the order, the Motion or any notice is an admission by the Debtors or the Purchaser that any contract is executory or must be assumed and assigned to consummate the Sale, and any Assigned Contract that is not an executory contract or unexpired lease is transferred to the Purchaser in accordance with the terms of the order applicable to the Campus Properties.
• Under the Agreement, Purchaser has sole responsibility for paying all Cure Costs at Closing (or as otherwise permitted by the Sale Order), which obligation survives the Closing, and is responsible for complying with section 365(b)(1)(C). Schedule 2.5, which is to set out Seller’s proposed Cure Costs, is marked “[TO COME]” in the filed agreement. If a counterparty objects to Seller's proposed Cure Costs and either Purchaser cannot reach a satisfactory agreement on the total amount or an order is entered establishing Cure Costs in greater amounts unsatisfactory to Purchaser, Purchaser may, upon notice to Seller, redesignate the Contract as a Non-Assigned Contract, with no resulting reduction or increase in the Purchase Price.
• The Ground Lease, dated December 18, 2019 between Dania Live 1748 II, LLC as ground lessor and Spirit Airlines, Inc. as ground lessee, as amended by four amendments (October 16, 2020; February 10, 2021; November 11, 2021; and December 30, 2021), was assumed by Seller effective March 30, 2026 pursuant to Seller's First Notice of Assumption (and Assignment) of Certain Executory Contracts and/or Unexpired Leases [Dkt. No. 916], to which the Landlord did not object by the extended deadline [Dkt. No. 983].

Assumed and Excluded Liabilities

• Assumed Liabilities consist only of:
  • All Liabilities related to or arising in connection with the Acquired Property to the extent related to events, circumstances, and conditions arising after the Effective Time and to be performed after the Closing, excluding any Environmental Liabilities existing as of the Effective Time;
  • All Liabilities related to or arising under the Assigned Contracts following the Effective Time;
  • All Liabilities arising after the Effective Time under Permits included within the Acquired Property;
  • All costs and expenses necessary in connection with providing adequate assurance of future performance with respect to the Assigned Contracts;
  • All post-Closing utilities expenses payable in connection with the Owned Real Property and the Ground Lease Property;
  • All Transfer Taxes attributable to the Transaction or the Acquired Property, excluding those to be paid by Seller under Section 9.2, those exempt under applicable Bankruptcy Code provisions (including section 1146(a) if applicable), and any interest or penalties attributable to Seller’s failure to timely file or pay amounts due for any Pre-Closing Tax Period. In practice this assumption is largely notional: Section 9.2 makes Seller responsible for all Transfer Taxes regardless of which Party the law imposes them on;
  • All Cure Costs in respect of the Assigned Contracts, if any;
  • All pro-rations allocated to Purchaser under Section 2.6(c);
  • Any other Liabilities specifically imposed upon or assumed by Purchaser under the Agreement; and
  • Such other Liabilities as are set forth on Schedule 2.3.
• All other Claims and Liabilities are Excluded Liabilities retained by Seller (or Seller's estate), including:
  • All Liabilities under any Contract that is not an Assigned Contract, whether accruing before, at, or after the Closing Date;
  • Any Liabilities that do not relate to the Acquired Property or its ownership or operation;
  • Environmental Liabilities, comprising all Liabilities, costs, claims, damages, fines, penalties, judgments, and obligations (including attorneys' fees and costs of investigation and remediation) arising out of any violation of or non-compliance with Environmental Laws occurring at or in connection with the properties prior to the Effective Time, any off-site disposal or transportation of Hazardous Substances generated at the properties prior to the Effective Time, and any third-party claims relating to pre-Effective Time exposure to Hazardous Substances arising from pre-existing conditions;
  • All Liabilities arising out of any tax incentive, economic development, clawback, or recapture obligation entered into by Seller or any predecessor-in-interest; and
  • All Liabilities of Seller under the Post-Closing Occupancy Agreement.

Closing Conditions

• Mutual conditions: entry of the Sale Order authorizing the Transaction and approving the Agreement under sections 105(a), 363, and 365, in form and substance reasonably acceptable to both Parties, which must be a Final Order as of the Closing Date (unless waived by each Party in its sole discretion), in full force and effect, not stayed, vacated, or reversed; and the absence of any injunction, stay, or similar Order restraining or prohibiting consummation.
• Conditions to Purchaser’s obligations: Seller’s performance in all material respects of its obligations; the truth and correctness of Seller’s representations and warranties as of the Closing Date, with only such exceptions as would not in the aggregate reasonably be likely to have a Material Adverse Effect; written evidence that the Title Company is committed to issue the Title Policies insuring that fee simple title to the Land and a leasehold interest in the Ground Lease Property vest in Purchaser subject only to the applicable Permitted Liens and Encumbrances; delivery of all items required by Section 2.9; and Purchaser’s approval as Stalking Horse Bidder entitled to the Stalking Horse Protections. Because Section 11.2(d) requires delivery of every Section 2.9 item, and only the Declaration Estoppel Certificate is expressly carved out, the Ground Lease Estoppel Certificate from the Landlord operates in effect as a closing condition.
• Material Adverse Effect is defined as an occurrence or event that materially adversely affects the value of the Acquired Property taken as a whole or a Party’s ability to perform or timely consummate, excluding effects arising from the Transaction or its announcement, industry-wide or general economic, political, market or regulatory conditions, changes in Law or GAAP, the commencement and continuation of the Bankruptcy Case, and actions taken at Purchaser’s written request or as the Agreement requires. The definition expressly includes, however, (a) any termination, rejection, modification without Purchaser’s consent, or material default under the Ground Lease, and (b) any Release of Hazardous Substances at, on, under, or migrating from the Acquired Property in violation of Environmental Laws, or any material breach or failure of the Engineering Controls required by the Declaration of Restrictive Covenant or the Remedial Action Plan.
• Conditions to Seller's obligations: Purchaser's performance in all material respects of its obligations; the truth and correctness of Purchaser's representations and warranties as of the Closing Date; receipt of documents Seller may reasonably request as to Purchaser's existence and authority; and delivery of all items required by Section 2.10.
• If any condition is unfulfilled and the Parties nonetheless agree to close, all such conditions are deemed waived effective as of the Closing.
• Closing will occur on a date mutually agreed by the Parties, no earlier than five and no later than ten business days after satisfaction or waiver of the Section 11 conditions (other than those requiring delivery or action at Closing), and in any event on or before the Outside Date. Closing may take place other than by physical attendance and is deemed to occur as of the close of business on the Closing Date (the Effective Time).

Closing Deliveries and Closing Costs

• Seller's deliveries include the Special Warranty Deed, the Ground Lease Improvements Deed, the Bill of Sale and Assignment Agreement, the Assignment and Assumption of Ground Lease, a recordable Notice of Assignment of Ground Lease, the Declaration Estoppel Certificate from the Common Facilities Manager, the Ground Lease Estoppel Certificate from the Landlord, the executed Post-Closing Occupancy Agreement, physical possession of the Acquired Property capable of delivery (including all keys, free of tenancies and other occupants, subject to the Post-Closing Occupancy Agreement and the leases described on Schedule 3.8), Seller's closing certificate, the executed Closing Statement, an Owner's affidavit sufficient for the Title Company to delete certain standard exceptions, a FIRPTA affidavit if applicable, and transfer tax returns and recording forms as required by law.
  • Seller must request the Declaration Estoppel Certificate prior to Closing, but the Common Facilities Manager's failure to deliver it, or to deliver it in a form acceptable to Purchaser, does not give Purchaser a right to terminate or to decline to consummate the Transaction.
• Purchaser's deliveries include the Purchase Price (as adjusted) less the Earnest Money Deposit, wired to the Escrow Agent no later than one day prior to the Closing Date for release at Closing; a notice directing the Escrow Agent to release the deposit and Purchase Price to Seller; the executed Bill of Sale, Lease Assignment, Post-Closing Occupancy Agreement, and Notice of Assignment of Ground Lease; Purchaser's closing certificate; authorizing resolutions; and the executed Closing Statement.
• Closing costs:
  • Seller pays the cost of obtaining the Bidding Procedures Order and the Sale Order, the cost of recording the Deed and Lease Assignment and any curative instruments, and one-half of the Escrow Agent's fees and expenses.
  • Purchaser pays all Taxes applicable to or arising out of the sale or transfer of the Acquired Property (including sales, use, gross receipts, and intangible Taxes, but excluding Transfer Taxes), its financing costs, the cost of the title policies and related searches and endorsements, survey costs, its diligence costs, and one-half of the Escrow Agent's fees and expenses.
  • Except as otherwise expressly provided, each Party bears its own expenses, including those of counsel and other agents.

Pro-Rations and Tax Matters

• Expenses relating to the Owned Real Property, the Ground Lease Property, and the Ground Lease Improvements will be prorated to the date of Closing based on the Parties' respective periods of ownership, with Purchaser treated as the owner on the Closing Date. If Seller fails to pay amounts due to third parties (such as taxes and assessments) at or prior to Closing, Purchaser may elect to receive a credit at Closing for such unpaid amounts.
• Property Taxes for a Tax Period that includes but does not end on the Closing Date are apportioned by days between the Pre-Closing Tax Period (Seller's liability) and the Post-Closing Tax Period (Purchaser's liability), prorated based on the current year's tax; if the current year's millage is not fixed but the assessment is available, proration is based on that assessment and the prior year's millage, and if the assessment is unavailable, on the prior year's tax.
• Prepaid Rent and other amounts paid or payable by Seller to the Landlord under the Ground Lease for the period in which Closing occurs are prorated by days before and after Closing (including the Closing Date).
• Utilities and similar expenses are apportioned by calendar days within the applicable billing period, with final meter readings as of the day preceding the Closing Date if feasible. Prepaid utility charges allocable to the post-Closing period are credited to Seller and unpaid charges allocable to the pre-Closing period are credited to Purchaser. No proration occurs if Purchaser opens new accounts in its own name. Where final bills are unavailable at Closing, the Parties will prorate on reasonable estimates and true up within 30 days after receipt of the final bill.
• Prepayments under service Contracts and equipment leases that are Assigned Contracts, and charges and fees under Permitted Liens and Encumbrances, are likewise prorated.
• Transfer Taxes: Seller is responsible for all documentary, stamp, transfer (including real property transfer), and other similar non-income Taxes and all filing and recording fees arising from the transfer at Closing, regardless of the Party on whom liability is imposed by law. The Parties will cooperate in preparing and timely filing related returns and in obtaining any available exemptions or reductions.

"AS IS, WHERE IS" Sale

• Purchaser will accept the Acquired Property at Closing in its "AS IS," "WHERE IS," and "WITH ALL FAULTS" condition. Notwithstanding the express representations and warranties in Section 3, following Closing Seller makes no representations or warranties whatsoever regarding the Acquired Property, including as to income or expenses, physical or environmental condition, zoning, value, transferability, the terms, amount, validity or enforceability of any Assumed Liabilities, title, or merchantability or fitness for any particular purpose.
• Purchaser represents that it is an informed and sophisticated purchaser that has engaged expert advisors, conducted an independent inspection and investigation, and been given reasonable and open access to Seller's key employees, documents, and facilities, and that it accepts the Acquired Property and Assumed Liabilities based on its own examination without reliance on any representations or warranties except as expressly set forth in the Agreement.
• These acknowledgements do not limit Purchaser's rights with respect to Seller's express representations and warranties (subject to Section 12), the Title Policies, Deed covenants, or Sale Order protections, or claims arising from Seller's fraud, intentional misrepresentation, or willful concealment.

Title and Survey

• Seller obtained Title Commitments for the Land and the Ground Lease Property from First American Title Insurance Company, and as-built Surveys prepared by Stoner & Associates, Inc.; both are included in the Data Room. Purchaser has reviewed each and satisfied itself as to the condition of title and the matters shown, and has no further right to object, accepting title subject to all matters shown on Schedule B-II to the Title Commitments and on the Surveys, provided that Purchaser may require the Surveyor to certify the Surveys to Purchaser and its lender at Closing.
• If an updated Title Commitment discloses new exceptions that render title unmarketable, Purchaser may object in writing, and Seller has a ten-business-day Cure Period to remove or satisfy the objection, without any obligation to do so. If Seller does not, Purchaser's sole remedy is to either (a) waive the objection and close, with the matter becoming a Permitted Lien and Encumbrance and without adjustment to the Purchase Price, or (b) designate the affected real property and related assets as an Excluded Asset by written notice within five business days after expiration of the Cure Period, in which case the Purchase Price is adjusted by the portion allocated to such Excluded Asset under the Allocation, with the Breakup Fee based on the adjusted Purchase Price. Absent timely notice, Purchaser is deemed to have waived the objection and elected to close.

Environmental Matters

• Seller’s environmental representations are given only “other than as may be set forth in the reports and other items described on Schedule 3.9,” which lists the NFAC approvals and provisional approvals, three recorded Declarations of Restrictive Covenant, the Engineering Controls Maintenance Plan, the Brownfield Site Rehabilitation Agreement, hazardous materials facility licenses, and the diesel aboveground storage tanks at each building. Subject to that qualification, Seller has received conditional No Further Action Closure (NFAC) approvals from the Broward County environmental agency for the Office Parcels and the Residential Parcel, and Declarations of Restrictive Covenants have been recorded against such parcels. The NFAC Approvals comprise a letter dated November 14, 2024 for the Spirit Airlines, Inc. Headquarters (Owned Real Property) and a letter dated June 30, 2025 for the Spirit Airlines Residential Property (Ground Lease Property). (The Agreement refers to this agency variously as the Broward County Environmental Engineering and Permitting Division, the Broward County Environmental Protection Department, and the Broward County Environmental Permitting Division, in each case abbreviated EEPD.)
• Subject to the same Schedule 3.9 qualification, and other than as described in the Remedial Action Plan and the ongoing maintenance of Engineering Controls, Seller has not received written notice that further investigation, remediation, or corrective action is required by any Governmental Authority, and to Seller’s Knowledge there has been no Release of Hazardous Substances at, on, under, or migrating from the Land or Ground Lease Property since Seller purchased the Land and leased the Ground Lease Property in quantities or concentrations reasonably likely to require investigation or remediation under Environmental Laws.
• Seller has not received written notice of any uncorrected violation of Environmental Laws or any unperformed remediation obligation with respect to the properties, and has made available in the Data Room true and complete copies of the environmental reports, assessments, audits, studies, investigations, and agency correspondence described on Schedule 3.9.
• The Remedial Action Plan, approved by the EEPD for the Dania Pointe Brownfield Site under Chapter 376 of the Florida Statutes and applicable Broward County ordinances, governs investigation, remediation, monitoring, and long-term management of contaminated soil and groundwater, including installation and maintenance of Engineering Controls (soil caps, vapor barriers, sub-slab passive venting systems, and clean fill barriers), groundwater use restrictions, quarterly groundwater monitoring and reporting, soil movement restrictions, off-site disposal requirements, and the conditions for obtaining NFAC Approval. It is implemented through the Declaration of Restrictive Covenant and quarterly RAP Implementation Status Reports prepared by the Landlord's environmental consultant.
• As between ground lessee and ground lessor, obligations under the Remedial Action Plan are exclusively the Landlord's pursuant to Section 4.4(C) of the Ground Lease and the DRC, except to the extent the Tenant must maintain the Engineering Controls located on or within the Ground Lease Property and comply with the DRC use restrictions.
• From the date of the Agreement through Closing, Seller shall not take or permit any action that would disturb, breach, remove, or impair any Engineering Control required by the DRC or the Remedial Action Plan, Release any Hazardous Substances in violation of Environmental Laws, or interfere with any ongoing remediation, monitoring, or response activity conducted at the Acquired Property by the Landlord or any Governmental Authority.

Interim Covenants

• Pending Closing and subject to carve-outs for matters disclosed on Schedule 5.1 (which is filed as “None”), requirements of the Bankruptcy Court or other Governmental Authorities, matters required or contemplated by the Agreement, and consequences of the continuation of the Bankruptcy Case, Seller shall not, without Purchaser’s prior written consent, (a) mortgage, pledge, or subject the Acquired Property to Liens — other than Permitted Liens and Encumbrances existing on the Execution Date and Liens that will be discharged at Closing or cleared by entry of the Sale Order — or (b) enter into, amend, renew, or terminate any lease, license, or occupancy arrangement affecting the Acquired Property (other than the Post-Closing Occupancy Agreement but including the Ground Lease) or enter into, amend, or terminate any Material Contract. Seller shall use commercially reasonable efforts to maintain the Acquired Property in substantially the same condition as on the Execution Date, ordinary wear and tear excepted.
• Seller shall promptly notify Purchaser of, and deliver copies of, consent-related communications, material communications from Governmental Authorities relating to the Transaction, newly commenced actions of the type disclosable under Section 3.6, written notices of Lien, code enforcement, open permit, condemnation, casualty, or environmental claim that could materially and adversely affect title, insurability, or use of the Acquired Property, environmental communications and reports, and any Release of Hazardous Substances in violation of applicable law of which Seller has Knowledge.
• Seller will continue to afford Purchaser and its representatives access to the Data Room, the properties, and Seller's officers and employees on the same basis as previously provided, subject to the Confidentiality Agreement and Purchaser's maintenance of liability insurance naming Seller as an additional insured.
• Neither Party may make public announcements concerning the Transaction without the other's prior written consent, not to be unreasonably withheld; Seller may nonetheless provide copies of the Agreement to parties in interest and to parties from whom it is soliciting higher or better bids, file copies with the Bankruptcy Court, and publish notice of the Transaction.
• Each Party must promptly notify the other of any curable breach of which it becomes aware; the breaching Party then has until the earlier of ten days after notice and the Outside Date to cure before remedies may be exercised.
• After Closing, each Party will hold in trust and promptly deliver to the other any cash, checks, or other property received that properly belongs to the other; this provision survives the Closing.
• Insurance: to the extent Seller's or its Affiliates' policies cover losses relating to the Acquired Property for pre-Closing events and continue to permit claims post-Closing, Seller retains all rights thereunder (subject to Purchaser's rights under Section 8.2) and Purchaser will provide reasonable cooperation, at Seller's expense, in submitting and pursuing such claims for Seller's benefit.

Casualty and Condemnation

• Condemnation: Purchaser will take title notwithstanding any pre-Closing Condemnation and without adjustment to the Purchase Price, succeeding at Closing to all Condemnation Proceeds (whether received before, at, or after Closing), all rights to prosecute, defend, settle, appeal, or participate in the proceeding, and all rights to interest, additional compensation, severance and business damages, relocation benefits, and other related payments. Purchaser receives a credit against the Purchase Price equal to any Condemnation Proceeds actually received by Seller prior to Closing and not applied to restoration pursuant to a plan approved by Purchaser in writing. Purchaser may terminate by written notice prior to Closing if a Total Taking of the Ground Lease Property occurs and the Ground Lease terminates pursuant to Section 9.2(A) thereof.
• Casualty: Purchaser will take title notwithstanding any pre-Closing Casualty and has no right to terminate by reason of any Casualty regardless of magnitude, except that Purchaser may terminate by written notice prior to Closing if the Landlord terminates the Ground Lease pursuant to Section 9.1(C) thereof. At Closing, Seller assigns to Purchaser without further consideration all Casualty Proceeds — insurance payments, business and rental interruption proceeds and similar recoveries, whether received before, at, or after Closing and whether payable under Seller’s or the Landlord’s policies — together with all rights to prosecute, adjust, settle or appeal the related claims and all rights to deductibles, coinsurance credits and replacement-cost or actual-cash-value payments. Purchaser receives a credit against the Purchase Price equal to (i) any Casualty Proceeds actually received by Seller prior to Closing and not applied to restoration approved by Purchaser in writing, plus (ii) the aggregate amount of any deductibles, self-insured retentions and coinsurance amounts. From notice of the Casualty until Closing, Seller must diligently pursue recovery in coordination with Purchaser and may not settle any claim or accept proceeds without Purchaser’s consent, and may not cancel, allow to lapse, or materially modify any policy covering the Acquired Property.

Post-Closing Occupancy

• Following the Closing, Seller will continue to occupy a portion of the Improvements pursuant to a Post-Closing Occupancy Agreement in the form attached as Exhibit K, between DPC Holdco LLC as Owner and Spirit Airlines, LLC as Occupant, to permit Occupant a limited period of continued occupancy in order to wind down its operations and transition from the Property.
• Occupancy Space: a portion of one floor of the Office Building not to exceed 15,000 square feet on the fourth floor (the Office Space) for office and administrative use associated with the wind-down, and space in the Training Facility housing up to four simulators and related equipment (the Simulator Space).
• Occupancy Period:
  • Office Space: through the earlier of a date designated by Occupant in a written vacate notice and October 31, 2026.
  • Simulator Space: through the earlier of a date designated by Occupant in a written vacate notice and the date six months after the Effective Date.
• No occupancy fee or rent is payable during the Occupancy Period; Occupant will reimburse Owner for the reasonable out-of-pocket operating expenses attributable to its use of the Occupancy Space, including HVAC, electricity, janitorial services, telecommunications, security services, and similar operating costs, subject to adjustment upon expiration. Where an expense relates to the Office Campus as a whole rather than solely to the Occupancy Space, Occupant’s share is the proportion that the square footage of the Occupancy Space bears to the square footage of the portion of the Office Campus served. Owner invoices monthly with reasonable supporting documentation, payable within 30 days of receipt. Occupant has no obligation to reimburse Owner for real estate taxes, insurance premiums, debt service, capital expenditures, or other ownership costs.
• The arrangement is expressly a license revocable by Owner upon expiration: no landlord-tenant relationship, tenancy at will, tenancy by sufferance, or other tenancy arises from Occupant’s occupancy. Occupant takes the Occupancy Space AS IS, may make no alterations, may not assign the agreement or permit anyone else to occupy, may not change locks, may not record the agreement, and bears sole risk for its own personal property, which Owner will not insure.
• Holdover: if Occupant fails to vacate upon termination or expiration without Owner's prior written consent, the holdover is on a month-to-month basis terminable by either party on seven days' written notice, and Occupant shall pay a monthly Holdover Fee of $100,000, due immediately upon commencement of the Holdover Period and on the first day of each month thereafter.
• On expiration, Occupant must vacate and surrender the applicable Occupancy Space, remove its personal property (and, from the Simulator Space, the Simulators, repairing all damage caused by removal), surrender all keys, access cards and credentials, and leave the space in substantially its Effective Date condition free of Hazardous Substances introduced during the term, ordinary wear and tear excepted. Items not removed are deemed abandoned and may be sold, stored, destroyed, or otherwise disposed of by Owner without notice.
• Insurance: Occupant must maintain commercial general liability insurance of $10,000,000 per occurrence insuring Occupant, Owner, and Owner's agents and their respective affiliates; insurance covering the full value of Occupant's property and improvements in the Occupancy Space; contractual liability insurance sufficient to cover its indemnity obligations; and worker's compensation insurance with a waiver of subrogation endorsement acceptable to Owner.

Representations, Warranties and Survival

• Seller’s representations address organization and due authorization; governmental authorizations (other than Bankruptcy Court approvals and immaterial filings); non-contravention, subject to entry of the Sale Order and to Permitted Liens and Encumbrances; required consents; litigation; compliance with laws and court orders; real property (including the absence of other occupancy rights other than as set forth on Schedule 3.8 and the Post-Closing Occupancy Agreement, and the absence of options, rights of first offer, or rights of first refusal to purchase created by, through, or under Seller other than Purchaser’s rights and the Landlord’s rights under the Ground Lease); environmental matters; brokers; Material Contracts; utilities and access; and the Ground Lease.
• The corresponding disclosure schedules are largely empty. Schedule 3.5 (Material Contracts requiring Governmental Authority consent), Schedule 3.6 (litigation pending against or affecting the Acquired Property) and Schedule 5.1 (permitted pre-Closing actions) each read “None,” and Schedule 3.3 identifies only filings relating to Permit transfers, if applicable. Schedule 3.8 discloses a single third-party occupancy right at the Office Campus — a February 4, 1991 Option and Lease Agreement (originally with BellSouth Mobility Inc.) under which Spirit Airlines, LLC is lessor and New Cingular Wireless PCS, LLC is tenant, as amended March 2, 1995, September 26, 2024 and March 31, 2025 — and “None” for the Residential Facility. Schedule 3.11 lists the Material Contracts, which are principally building-services vendor agreements (elevator, janitorial, fire and life safety, landscaping, generator, waste, pool and similar).
• Seller further represents that it is not a party to, and the Acquired Property is not subject to, any Order or agreement that would reasonably be expected to prevent conveyance of the Acquired Property to Purchaser pursuant to the Sale Order, and that it holds the ground lessee's interest under the Ground Lease, which is in full force and effect with no material default by Seller and, to Seller's Knowledge, none by the Landlord.
• Purchaser's representations address organization and good standing in Delaware; corporate authorization and enforceability; governmental authorizations; non-contravention; financing; litigation; brokers; inspections and non-reliance; and OFAC compliance.
• Survival: Seller's representations and warranties, and the Parties' covenants and agreements to be performed before Closing, do not survive the Closing; covenants and agreements to be performed after Closing or stated to survive do survive. Purchaser's rights under the Sale Order and the Deed survive for 12 months. Nothing in the Agreement limits claims arising from fraud, intentional misrepresentation, or willful concealment.

Termination and Remedies

• The Agreement may be terminated prior to Closing:
  • By mutual written agreement of the Parties;
  • By either Party if the Closing has not been consummated on or before October 31, 2026 (the Outside Date), unless the terminating Party is in breach;
  • By either Party if any mutual condition is incapable of satisfaction by the Outside Date or, through no fault of the terminating Party, is not satisfied by then; by Purchaser or Seller, respectively, on the same basis as to conditions to its own obligations;
  • By Purchaser for Seller's uncured material breach, or by Seller for Purchaser's uncured breach, in each case following ten days' written notice (no notice or cure period applies to a failure to close);
  • By either Party if the Bankruptcy Court enters an order approving the sale of all or a portion of the Acquired Property to a Person other than Purchaser;
  • By Purchaser if the Sale Order has not been entered on or before September 15, 2026, or if the Bankruptcy Court does not approve Purchaser as the Stalking Horse Bidder entitled to the Stalking Horse Protections on or before August 13, 2026;
  • Automatically and without notice upon Bankruptcy Court approval of an Alternative Transaction (unless Purchaser is designated a Backup Bidder under the Sale Order) or upon consummation of an Alternative Transaction;
  • By Seller if its management determines that proceeding with the Transaction is inconsistent with the discharge of its fiduciary duties, in which case the termination is deemed a termination under the subsection cross-referenced in Section 13.1(k) for purposes of Section 7.4(c)(i) (the filed text at this cross-reference is illegible) and the Earnest Money Deposit is returned to Purchaser, provided that the Breakup Fee and Expense Reimbursement are payable only if an Alternative Transaction is consummated within 12 months following termination, and then solely out of the proceeds of that transaction; or
  • By either Party if the Bidding Procedures Order ceases to be in full force and effect.
• The terminating Party must give notice of termination to the other Party and to the Escrow Agent, except for terminations under Sections 13.1(a) and (i) as the provision reads — although the automatic termination provision, which operates “without any action or notice,” appears at Section 13.1(j).
• Termination is without liability of any Party except as expressly provided in Section 13.2. Sections 2.7, 2.4(c)(i) [sic — apparently intended as 7.4(c)(i), the Breakup Fee provision] (if applicable), 13.2, 13.3, 13.4, 14.1, 14.4, 14.5, 14.6, 14.7, 14.8, 14.9, and 14.12 survive termination; Sections 14.10 (radon disclosure) and 14.11 (disclosure schedules) are not among them.
• Exclusive remedies: effective as of Closing, and except for matters that expressly survive under Section 12, Purchaser irrevocably waives any rights and Claims against Seller relating to any pre-Closing breach of a representation, warranty, covenant, or agreement, or to the Acquired Property or the Assumed Liabilities. If the Agreement is terminated, Sections 13.2, 13.4, and (if applicable) 7.4 set forth the Parties' sole and exclusive remedies.

Other Provisions

• Assignment: Seller may not assign or transfer its rights or obligations without Purchaser's written consent. Purchaser may assign all or any portion of its rights to one or more Affiliates that have provided adequate assurances of future performance without Seller's consent; any other assignment by Purchaser requires Seller's written consent.
• Governing law and jurisdiction: the Agreement is governed by Florida law and any applicable provisions of the Bankruptcy Code. Prior to the closing of the Bankruptcy Case, disputes must be brought exclusively in the Bankruptcy Court, which retains exclusive jurisdiction to interpret and enforce the Sale Order; thereafter, suits may be brought in any court of competent jurisdiction, with the Parties consenting to courts located in Broward County, Florida. The Parties irrevocably waive any right to trial by jury.
• Disclosure in any Schedule is deemed disclosed in every other Schedule for which its applicability is reasonably apparent, and no disclosure constitutes an admission that a matter is material or required to be disclosed. The Agreement includes a Florida statutory radon gas disclosure.
• Copies of the Bidding Procedures Order, the Bidding Procedures, the notices, and all other publicly filed documents in the Chapter 11 Cases are available free of charge at https://dm.epiq11.com/SpiritAirlines.

Post-Closing Arrangements

• The Debtors, the Purchaser, and their respective affiliates are authorized (but not directed) to execute, deliver, implement, and fully perform all obligations, instruments, agreements, and documents, and to take all actions necessary or appropriate to implement the Purchase Agreement, without further order of the Court.
• All objections and reservations of rights filed or asserted in respect of the Motion or the proposed sale were withdrawn, resolved, or overruled with prejudice.
• Any Bankruptcy Rule or Local Rule that might otherwise delay effectiveness, including Bankruptcy Rules 6004(h) and 6006(d), is waived; the order is effective and enforceable immediately upon entry; the Debtors are authorized to take any action they deem necessary or appropriate to implement it without further order; and the Court retains jurisdiction over any matter arising from or related to its implementation, interpretation and enforcement. Because the Purchase Agreement is attached to the order as Exhibit 1 and the Alternate Purchase Agreement terms are on the record of the Auction, a statement of the kind referenced in Bankruptcy Rule 6004(f)(1)(A) need not be filed.

Key Dates

• Petition Date: Aug. 29, 2025
• Ground Lease Assumed by Seller (Effective): Mar. 30, 2026 [Dkt. No. 916]
• Bidding Procedures Motion Filed: May 27, 2026 [ECF No. 1117]
• Bidding Procedures Order Entered: June 22, 2026 [ECF No. 1213]
• Stalking Horse Agreement Dated: July 2026 (day left blank in the execution version; the Post-Closing Occupancy Agreement recites the date as July 20, 2026)
• Stalking Horse Bidder Selected / Notice Filed: July 29, 2026 [ECF No. 1408]
• Objection Deadline (Stalking Horse Designation and Bid Protections): July 31, 2026, at 4 p.m. ET
• Deadline for Bankruptcy Court Approval of Purchaser as Stalking Horse Bidder and Bid Protections: Aug. 13, 2026
• Campus Properties Auction: Aug. 11, 2026 (month omitted in the order as entered)
• Purchase Agreement and Alternate Purchase Agreement Dated: Aug. 11, 2026
• Notice of Auction Results Filed: [ECF No. 1445]
• Sale Order Entered: Aug. 21, 2026 [ECF No. 1504]
• Sale Order Entry Deadline (agreement): Sept. 15, 2026
• Office Space Occupancy Period Expiration: Oct. 31, 2026
• Outside Date: Oct. 31, 2026
• Simulator Space Occupancy Period Expiration: six months after Closing
• Backup Bidder Closing Deadline (if required by Seller): 45 days after the Sale Hearing

Flight Training Equipment Sale Summary — JetBlue Airways Corporation

Overview

• On August 11, 2026, the Debtors filed a Notice of (I) Successful Bidder and (II) Cancellation of Auction for the Flight Training Equipment [ECF No. 1444], identifying JetBlue Airways Corporation as the Successful Bidder for the flight training devices and other equipment set forth on Exhibit A to the Bill of Sale.
• The transaction was marketed under the Bidding Procedures Order entered June 22, 2026 [ECF No. 1213], by which the Court approved procedures to be used in connection with one or more transfers of the Debtors' assets free and clear of all liens, claims, encumbrances, and other interests.
• The form of the agreement transferring the Flight Training Equipment to the Successful Bidder is a Bill of Sale dated as of August 3, 2026, attached to the notice as Exhibit 1. The Parties intend to effectuate the transaction through a sale of the assets pursuant to section 363 of the Bankruptcy Code and the authorization granted by the Court under the Wind Down Order [ECF No. 1048] and/or the Bidding Procedures Order, as applicable. No stalking horse was designated and no bid protections are contemplated.
• On August 21, 2026, the Court entered an order authorizing the sale of the Flight Training Equipment free and clear of liens, claims, interests and encumbrances and authorizing the Debtors to enter into and perform under the Bill of Sale, pursuant to sections 105 and 363 of the Bankruptcy Code and Bankruptcy Rules 2002, 6004, 6006 and 9007 [ECF No. 1505]. The order grants the Motion filed May 27, 2026 [ECF No. 1117] and is supported by the Declaration of Brent Herlihy.
• The Debtors filed their voluntary petitions on Aug. 29, 2025 in the U.S. Bankruptcy Court for the Southern District of New York.

Parties Involved

• Seller: Spirit Airlines, LLC, a Delaware limited liability company. The recitals refer to purchases from the "Selling Entities," although only Spirit Airlines, LLC is defined as the Seller and the operative transfer provision runs solely from the Seller.
• Buyer / Successful Bidder: JetBlue Airways Corporation, a Delaware corporation. The same purchaser acquired the Debtors' LaGuardia slot interests under the July 27, 2026 sale order.
• The Debtors comprise Spirit Aviation Holdings, Inc.; Spirit Airlines, LLC; Spirit Finance Cayman 1 Ltd.; Spirit Finance Cayman 2 Ltd.; Spirit IP Cayman Ltd.; and Spirit Loyalty Cayman Ltd. The Debtors' mailing address is 1731 Radiant Drive, Dania Beach, FL 33004.
• Debtors' counsel: Davis Polk & Wardwell LLP (Marshall S. Huebner, Darren S. Klein, Christopher S. Robertson, Noah Z. Sosnick).
• Notices to the Seller are directed to PJT Partners LP, 280 Park Avenue, New York (soar_asset_sales@pjtpartners.com), with a copy that does not constitute notice to Davis Polk & Wardwell LLP. Notices to the Buyer are directed to Jill Berberich, James Esther, Dave Clark, Michael Quiello and Eileen McCarthy at 27-01 Queens Plaza North, Long Island City, New York, with a copy that does not constitute notice to Ropes & Gray LLP (Rachel C. Strickland, Erin C. Dougherty).
• Both signature blocks to the Bill of Sale are unexecuted in the copy filed with the Successful Bidder Notice, and Exhibit B (Seller wire instructions) is a placeholder marked "[To be provided]." The sale order recites that the Debtors agreed on the terms of the Bill of Sale with the Successful Bidder.

Assets Being Sold

• All of the Seller's right, title and interest in, to and under the assets set forth on Exhibit A to the Bill of Sale, comprising the following equipment located at Orlando International Airport (MCO):
  • Three L3Harris/Acron A320 Flight Training Devices (Level 6 Standard), identified as FAA ID 1783 (L3 Harris CTS, S/N 0085), FAA ID 1798 (L3 Harris CTS, S/N 0086) and FAA ID 2040 (L3 Harris CTS, S/N L3119) — $2,700,000
  • One Bullex Fire Fighting Simulator — $1,000
  • Eight adult training mannequins — $400 in the aggregate ($50 each)
  • Eight infant training mannequins — $400 in the aggregate ($50 each)
• The Seller irrevocably sells, assigns, transfers, conveys and delivers the Assets free and clear of all liens, claims, interests and encumbrances of any kind whatsoever pursuant to section 363(f) of the Bankruptcy Code.
• Exhibit A Terms conditioning the Bid:
  • Entire Lot Purchase: the Bid is for all three Flight Training Devices, including all associated licenses, spare parts, support equipment, tooling, documentation, software, technical data and ancillary materials, as a single transaction. Partial awards will not be considered.
  • Device Condition: the devices shall not have any undisclosed major defects affecting operation, qualification, software functionality, motion, visual systems, avionics, instructor station functionality or regulatory compliance.
  • Documentation and License Transfer: the Seller shall transfer all available qualification records, maintenance records, configuration data, software records, engineering data, technical documentation, and any required consents, assignments or license transfer documentation necessary to support continued operation and future qualification of the devices.
  • Relocation: the Purchaser assumes responsibility for all costs associated with deinstallation, transportation, shipping, import/export activities (if applicable), reinstallation, return-to-service, software migration, data transfer and system restoration, and the Seller shall provide reasonable access and coordination to facilitate device removal.
• The Exhibit A line items sum to the stated aggregate Purchase Price of $2,701,800.

Purchase Price

• Total Consideration / aggregate purchase price of $2,701,800, allocated as set forth on Exhibit A.
• Payable upon consummation of the transaction in immediately available funds, by transfer to the Seller account set forth on Exhibit B.
• Neither the notice nor the sale order states the application of proceeds. The Court found the Consideration to be adequate and fair consideration and reasonably equivalent value for the Flight Training Equipment under the Bankruptcy Code, the Uniform Fraudulent Transfer Act and any other similar applicable law, and that the Debtors exercised sound business judgment.

Marketing and Bid Process

• The Final Bid Deadline with respect to the Flight Training Equipment occurred on August 3, 2026 at 4:00 p.m. (prevailing Eastern Time), in accordance with the Bidding Procedures and the Bidding Procedures Order.
• The Debtors, after consulting with the Consultation Parties, selected the bid submitted by the Successful Bidder as the highest and best bid for the Flight Training Equipment, and the Court found the Successful Bid to be the highest or otherwise best offer.
• The Debtors did not receive any Qualified Bids for the Flight Training Equipment other than the one submitted by the Successful Bidder, and accordingly did not conduct an auction.

Conditions Precedent

• Each Party's obligation to consummate the transaction is subject to satisfaction, or waiver by the Parties, of the following:
  • Receipt of duly executed signature pages from each Party;
  • An order of the Bankruptcy Court, in form and substance reasonably acceptable to the Buyer, approving the transaction and its consummation free and clear of all Liens, including the expiration of any applicable notice period under the Wind Down Order; and
  • Satisfaction of the terms and conditions listed on Exhibit A, as determined by the Buyer in its sole discretion.
• To the extent necessary or applicable, each Party will use commercially reasonable efforts to take all actions reasonably necessary, proper or advisable under applicable laws, regulations and agreements to consummate and make effective the transactions contemplated by the Bill of Sale.

Representations and Warranties

• Subject to the conditions expressly set forth in the Bill of Sale, the Seller and its affiliates convey the Assets without representation or warranty of any kind, express or implied, at common law, by statute, or otherwise, including as to title; merchantability, design or quality; fitness for any particular purpose; any other materials or information made available to the Buyer; and any other matter whatsoever, including the accuracy or completeness of information provided.
• The Buyer is deemed to obtain the Assets in their present status, condition and state of repair, "as is" and "where is" with all faults, having made such inspections as it deems appropriate, and irrevocably waives any and all claims against the Seller or its affiliates associated with the Assets.

Sale Free and Clear

• The sale constitutes a legal, valid, binding, enforceable and effective transfer vesting the Successful Bidder with all of the Debtors' rights, title and interests in the Flight Training Equipment free and clear of all liens, claims, rights, liabilities, encumbrances or other interests of any kind or nature (the "Liens").
• Upon the Debtors' receipt of the Consideration, the sale is free and clear of all Liens pursuant to section 363(f) — regardless of whether such Liens have been asserted, filed or otherwise exist by virtue of applicable law — with such Liens transferred and attached solely to the proceeds in the same order of priority they held on the Flight Training Equipment.
• Holders of Liens are authorized and directed to execute and deliver waivers, releases or other documentation evidencing the release of liens as reasonably requested by the Debtors. If a lienholder fails to deliver termination statements, lien releases or other necessary documents upon reasonable request, the Debtors are authorized to execute and file such instruments on that entity's behalf to the extent consistent with the order.
• Each holder that did not timely and properly object to the Motion, or that withdrew its objection, has consented to the sale subject to the terms of the order. Each holder that timely and properly objected and did not withdraw its objection is adequately protected by the terms of the order, including by having its Liens attach solely to the transaction proceeds with the same priority that existed immediately prior to consummation.

Good Faith Purchaser and Successor Liability

• The Court found that the negotiation of and entry into the Bill of Sale were non-collusive, in good faith, at arm's length, and substantively and procedurally fair to all parties in interest, and that the sale represents a sound exercise of the Debtors' business judgment and is in the best interests of the Debtors, their creditors, their estates and all other parties in interest.
• The Successful Bidder acted in good faith in all respects and is a good faith purchaser within the meaning of section 363(m), and it and its good-faith transferees are afforded the protections of that section. Reversal or modification on appeal will not alter, affect, limit or otherwise impair the validity of the transfer unless the authorization and consummation are duly stayed pending appeal.
• Neither the Debtors nor the Successful Bidder engaged in any conduct that would cause or permit the transaction to be avoided, or damages or costs to be imposed, under section 363(n).
• The Successful Bidder will not be deemed the successor to or a mere continuation of the Debtors, to have merged with or into the Debtors (de facto or otherwise), or to have any successor or vicarious liability of any kind or character, whether known or unknown, now existing or arising hereafter, with respect to the Flight Training Equipment.
• The obligations of the Debtors under the Bill of Sale are binding, and any claims of the Successful Bidder arising from a Debtor's breach or non-performance constitute administrative expenses of that Debtor's estate under sections 503(b)(1) and 507(a)(2).

Releases

• Effective as of consummation of the sale, and only if consummation actually occurs, the Debtors and the Successful Bidder — each on behalf of itself and its affiliates, subsidiaries, successors and Related Parties — will irrevocably and unconditionally release and discharge one another and their respective Related Parties from all suits, proceedings, claims, demands, damages, losses, costs, liabilities, interest or causes of action at law or in equity, known or unknown, based on, relating to or arising out of the marketing process, the sale process, and the negotiation and formulation of the sale, transfer, ownership or use of the Flight Training Equipment, including breaches of statutory or implied warranties, nuisance or other tort actions, rights to punitive damages, and common law rights of contribution.
• The releases carve out Losses arising under the Bill of Sale and related instruments, the Bidding Procedures Order, the order, and any other order of the Court, as well as any Losses relating to acts or omissions constituting actual fraud, gross negligence or willful misconduct.

Objections and Post-Closing Arrangements

• All objections and reservations of rights filed or asserted in respect of the Motion or the proposed sale were withdrawn, resolved or overruled with prejudice. All objections or reservations of rights, whether filed, stated on the record or otherwise, that were not withdrawn, waived or settled are denied and overruled on the merits, and all objections not timely filed are forever barred.
• The Debtors and the Successful Bidder are authorized to enter into, consummate and perform under the Bill of Sale and any ancillary agreements or documents consistent therewith, and the Debtors, the Successful Bidder and their respective affiliates are authorized to execute and fully perform all obligations, instruments, agreements and documents and take all actions necessary or appropriate to implement the Bill of Sale, without further order of the Court.
• Because the Bill of Sale was attached as Exhibit 1 to the Successful Bidder Notice, a statement of the kind referenced in Bankruptcy Rule 6004(f)(1)(A) need not be filed.
• Any Bankruptcy Rule or Local Rule that might otherwise delay effectiveness is waived; the order is effective and enforceable immediately upon entry; the Debtors are authorized to take any action they deem necessary or appropriate to implement it without further order; and the Court retains jurisdiction over any matter arising from or related to its implementation, interpretation and enforcement.

Governing Law and Jurisdiction

• Except to the extent mandatory provisions of the Bankruptcy Code apply, the Bill of Sale is governed by New York law, without regard to conflicts or choice of law principles.
• The Bankruptcy Court retains exclusive jurisdiction to enforce the agreement and decide any claims or disputes arising from or connected with it, without limiting any Party's right to appeal. If the Bankruptcy Cases are closed under section 350, the Parties submit to the exclusive jurisdiction of the U.S. District Court for the Southern District of New York or any New York state court located in the Borough of Manhattan. The Parties irrevocably waive all right to trial by jury.

Key Dates

• Petition Date: Aug. 29, 2025
• Bidding Procedures Order Entered: June 22, 2026 [ECF No. 1213]
• Flight Training Equipment Final Bid Deadline: Aug. 3, 2026, at 4 p.m. ET
• Bill of Sale Dated: Aug. 3, 2026
• Notice of Successful Bidder and Cancellation of Auction Filed: Aug. 11, 2026 [ECF No. 1444]
• Objection Deadline: Aug. 14, 2026, at 4 p.m. ET
• Hearing: Aug. 19, 2026, at 11 a.m. ET
• Sale Order Entered: Aug. 21, 2026 [ECF No. 1505]