Spirit Aviation Holdings - Chapter 11 APA Summary

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

Overview

• The 27 EETC-financed aircraft were marketed together under the Bidding Procedures described below, with SAVE 2026-B LLC as Stalking Horse Buyer under an Aircraft Sale and Purchase Agreement dated July 27, 2026 (the Original APA).
• The Stalking Horse Buyer determined not to submit an Overbid for Lot 6. The Debtors, consistent with the Bidding Procedures and in consultation with the Consultation Parties and the Stalking Horse Buyer’s advisors, cancelled the Auction after having adjourned it twice.
• The aircraft were ultimately sold in two transactions, each approved by a separate order entered Sept. 23, 2026 and summarized separately below:
  • the four Lot 6 A321-231s to FTAI Aircraft Leasing Bermuda (2026) Ltd. for $100,738,000 in cash, under an Aircraft Sale and Purchase Agreement dated Sept. 18, 2026 [ECF No. 1647]; and
  • the remaining 23 aircraft (Lots 1 through 5, 7 and 8) to the Stalking Horse Buyer, under an Amended and Restated Aircraft Sale and Purchase Agreement dated Sept. 22, 2026 [ECF No. 1646].
• The Stalking Horse Buyer consented to the Lot 6 sale to FTAI, and under the amended agreement it is not entitled to the Break-Up Fee or the Expense Reimbursement described below.

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 amended agreement of Sept. 22, 2026 narrows Excluded Equipment to the medical and connectivity/entertainment categories and reclassifies the branded galley items and cargo containers as Additional Equipment included in the sale.
• 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. The Stalking Horse Buyer subsequently consented to the sale of the four Lot 6 aircraft to FTAI as Partial Consent Assets, and the amended agreement eliminated the Break-Up Fee (see Bid Protections).
• 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

• Under Section 5.6 of the Amended and Restated Aircraft Sale and Purchase Agreement dated Sept. 22, 2026, and notwithstanding anything to the contrary in the Original APA or the Bidding Procedures Order, the Stalking Horse Buyer is not entitled to any Break-Up Fee or Expense Reimbursement from the Seller. The balance of this section describes the protections as approved in the Bidding Procedures Order.
• 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 received at least one Qualified Bid in addition to the Stalking Horse Bid, the Auction was to 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.
• The Auction was adjourned twice and then cancelled after the Stalking Horse Buyer determined not to submit an Overbid for Lot 6.

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 was scheduled for 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 Motion Filed: July 1, 2026 [ECF No. 1251]
• Original APA Dated: July 27, 2026
• Publication Notice Published: July 30, 2026 [ECF No. 1427]
• 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: scheduled for Sept. 9, 2026, at 10 a.m. ET, virtually by Zoom; adjourned twice and then cancelled
• Sale Objection Deadline: Sept. 14, 2026, at 4 p.m. ET
• Sale Hearing: scheduled for Sept. 16, 2026, at 11 a.m. ET
• FTAI APA (Lot 6) Dated: Sept. 18, 2026
• Amended and Restated APA (23 aircraft) Dated: Sept. 22, 2026
• Sale Orders Entered: Sept. 23, 2026 [ECF No. 1646 (23 aircraft); ECF No. 1647 (4 aircraft)]
• Outside Closing Date / Delivery Window Deadline: Sept. 30, 2026

23 EETC-Financed Airbus A320-232 and A321-231 Aircraft — Sale Order Summary (SAVE 2026-B LLC)

Overview

• On Sept. 23, 2026, the Court entered an order [ECF No. 1646] authorizing the sale of Spirit's ownership interests in 23 Airbus A320 and A321 aircraft, together with the Records but excluding Excluded Equipment (the Subject Aircraft), to SAVE 2026-B LLC as Stalking Horse Buyer, free and clear of all liens (excluding Buyer's Liens), claims, Encumbrances and other interests. The order approves the Amended and Restated Aircraft Sale and Purchase Agreement dated Sept. 22, 2026 and all of its terms, pursuant to sections 105(a), 363(b), (f) and (m) of the Bankruptcy Code and Bankruptcy Rules 2002, 6004, 6006, 9007 and 9014.
• The order grants the Sale Motion [ECF No. 1251] and is supported by the Bilbao Declaration and the Supplemental Bilbao Declaration.
• The amended agreement amends and restates in its entirety the Original APA dated July 27, 2026. It carves out the four Lot 6 aircraft sold to FTAI, reclassifies certain equipment, and eliminates the Stalking Horse Buyer's bid protections.
• The Court found the agreement to be the highest and best offer for the Subject Aircraft and a sound exercise of business judgment, and found that the Sale is not a sub rosa plan.
• The order is effective immediately upon entry notwithstanding Bankruptcy Rules 6004(h) and 6006(d), and Spirit and the Stalking Horse Buyer are authorized to close immediately. Neither party is obligated to close until all conditions precedent under the agreement have been satisfied or waived.

Parties Involved

• Seller: Spirit Airlines, LLC, a Delaware limited liability company. Notices go to Spirit's legal and treasury departments in Dania Beach, Florida, with copies to Debevoise & Plimpton LLP.
• Buyer / Stalking Horse Buyer: SAVE 2026-B LLC, a limited liability company (jurisdiction not stated in the agreement). Notices go to James Aloezos in Burke, Virginia, with a copy to Gibson, Dunn & Crutcher LLP (Scott J. Greenberg, Jason Z. Goldstein, Madalyn M. Miller).
• The Court found that the Stalking Horse Buyer is not an insider and that no common identity of directors or controlling stockholders exists between it and Spirit.
• Escrow Agent and FAA Counsel: McAfee & Taft, a Professional Corporation.
• EETC structure:
  • The Senior Certificateholders are the Class A and Class AA holders under the 2015-1A, 2017-1AA and 2017-1A trust supplements, with Wilmington Trust National Association as Senior Trustee.
  • The Junior Certificateholders are the Class B(R) holders under the 2025-1B(R) trust supplement.
  • Commonwealth Bank of Australia, New York Branch, is Liquidity Provider under the 2017-1AA Revolving Credit Agreement.

Assets Being Sold

• The Subject Aircraft comprise 10 A320-232s and 13 A321-231s in seven Lots. The order's Exhibit A lists per-aircraft purchase prices equal to the Reserve Amounts, aggregating $567,391,000.
  • Lot 1 (A320-232): MSN 7008 (N645NK), 7156 (N644NK) and 7062 (N646NK) — $61,369,000
  • Lot 2 (A320-232): MSN 8018 (N651NK), 8021 (N652NK) and 8012 (N653NK) — $71,904,000
  • Lot 3 (A320-232): MSN 8176 (N654NK), 8376 (N655NK), 8400 (N656NK) and 8434 (N690NK) — $100,948,000
  • Lot 4 (A321-231): MSN 6804 (N660NK), 6994 (N663NK) and 7058 (N667NK) — $62,656,000
  • Lot 5 (A321-231): MSN 7296 (N669NK), 6897 (N662NK) and 7135 (N668NK) — $70,822,000
  • Lot 7 (A321-231): MSN 8047 (N684NK), 7021 (N664NK), 7522 (N672NK) and 8160 (N687NK) — $109,538,000
  • Lot 8 (A321-231): MSN 8114 (N683NK), 8115 (N685NK) and 8141 (N686NK) — $90,154,000
• Engines are IAE V2527-A5 Select One (A320-232) or V2533-A5 Select One (A321-231).
  • The order's Exhibit A lists two ESNs against each MSN.
  • The agreement itself defines each Aircraft's Engines as any two engines of the applicable type from Schedule 1 to Exhibit A, as selected by the Seller and subject to any grouping under the Bankruptcy Court Orders.
• Excluded Equipment is now limited to the items listed on Exhibit C: Wi-Fi and connectivity components and two emergency medical kits per aircraft.
  • The Wi-Fi and connectivity components are transmit and receive antennas, KANDU and KRFU units, three wireless access points, a modem, a multi-purpose server, and the radome, fairing and adapter plate.
  • The Seller may remove Excluded Equipment before Delivery or require the Buyer to remove it within seven days after Delivery. The Buyer may not market or sell it.
  • The Seller may instead abandon any item, in which case title passes to the Buyer at Delivery at no cost.
• Additional Equipment is listed on Exhibit D and is included in the sale at no additional cost, its consideration being part of the Purchase Price.
  • Exhibit D lists full-size and half-size trolleys, full-size waste trolleys with waste bins, and standard units, corresponding to the branded galley items and cargo containers that the Original APA treated as Excluded Equipment.
  • The Buyer must return any installed Non-Transferable Additional Equipment to the Seller within 60 days after Delivery, at the Seller's cost. Non-Transferable Additional Equipment is defined to include the Exhibit C items and any Additional Equipment that cannot legally be transferred, such as medical equipment, food or alcohol.
• The Seller represents that each Aircraft will be fully assembled at Delivery with its Engines installed. The Seller may not remove parts, Engines or Additional Equipment before Delivery without the Buyer's consent, which is not to be unreasonably withheld.
• Assignable warranties, service life policies and related rights arising on or after Delivery are assigned to the Buyer as of each Delivery Date, without representation as to their existence or assignability. Records are provided only to the extent available electronically, with access at the Buyer's cost.
• Each Aircraft is sold "as-is, where-is" and "with all faults," with title warranted only as set forth in the Bill of Sale.

Purchase Price and Credit Bid

• The Purchase Price equals the Minimum Bid Amount plus the Credit Bid Amount, as defined in the Original APA, and includes consideration for the Additional Equipment.
• Adjustment for the Partial Consent Assets (Section 2.2(b)):
  • The Purchase Price is reduced by the Applicable Reserve Amount of each Partial Consent Asset whose sale to FTAI is completed.
  • It is increased back by the same amount if a sale that was credited is not consummated before the asset's termination under the FTAI APA.
  • The parties acknowledge that, if all Partial Consent Assets are sold, the total Purchase Price is $567,391,000.
• Consideration as stated in the order (finding P):
  • anticipated cash of $320,501,935.95;
  • a credit bid of $195,364,079.30, representing 90% of the principal amount of 2025-1 debt outstanding on the 27 EETC-financed aircraft plus accrued and outstanding interest to the date of payment; and
  • reimbursement of Spirit's costs and expenses incurred in connection with the Sale.
• Finding P is conditioned on the cash purchase price, together with the cash proceeds of the Lot 6 sale, being sufficient to satisfy the Minimum Bid Amount.
• The finding P cash and credit bid figures sum to $515,866,015.25, which differs from the $567,391,000 in Section 2.2(b). The order does not reconcile the two.
• The Court found that the Stalking Horse Buyer, at the direction of the SuperB Noteholders, has the right under section 363(k) to credit bid the full amount of the 2025-1 debt. The credit bid portion of the Purchase Price is approved under section 363(k).
• The Credit Bid Amount is not paid in cash. All other payments are made in U.S. dollars, free of deduction or withholding for tax.
• Before the Purchase Price is finalized, the parties will obtain an invoice from the Senior Trustee for all Minimum Bid Amount components.
• The transaction is not contingent on financing or on the closing of any other transaction.

Deposit

• Initial Deposit Amount of $42,123,993.60, paid to the Escrow Agent on execution and allocated in equal installments of $1,560,147.91 per Aircraft. The amount and per-aircraft allocation are unchanged from the bidding-stage agreement.

Lot 6 Partial Consent Assets and Back-Up Designation

• The Buyer consented to the Seller's entry into the FTAI APA for the four Lot 6 aircraft (MSN 6867, 7045, 7106 and 7246), defined as the Partial Consent Assets with an aggregate Aircraft Specific Purchase Price of $100,738,000.
• The parties agree that the FTAI APA constitutes a successful Competing Bid. Except as provided in Section 5.5, the Partial Consent Assets are not part of this sale or governed by the agreement, which remains binding as to the other aircraft.
• The order designates the Stalking Horse Buyer as the Back-Up Bidder for Lot 6.
• If, within 30 days after entry of the Sale Approval Order, the Seller notifies the Buyer that it failed to consummate the sale of any Partial Consent Asset with FTAI and has terminated the FTAI APA as to that asset, the asset is automatically deemed an Aircraft under the agreement and the Buyer must promptly consummate its purchase.

Bid Protections

• Notwithstanding the Original APA or the Bidding Procedures Order, the Buyer is not entitled to any Break-Up Fee or Expense Reimbursement from the Seller.

Use of Proceeds

• The Debtors are authorized to use the Sale proceeds to satisfy and pay off in full:
  • the claims of the Senior Certificateholders;
  • the claims of the SuperB Noteholders secured by the Subject Aircraft; and
  • all other components of the Minimum Bid Amount, including all Liquidity Obligations owed to each Liquidity Provider,
  in each case in accordance with the EETC Intercreditor Agreements.
• Any payment of EETC Debt, including Liquidity Obligations, is non-refundable and irrevocable. It is received free and clear of any claim asserted by or on behalf of the Debtors and is not subject to avoidance, recharacterization, subordination, setoff or any other challenge.
• Upon closing and payment in full of, or provision for, the Senior Certificates, the Debtors must deliver to the applicable Liquidity Provider a certificate signed by a Responsible Officer confirming such payment or provision.
• Immediately after payment of the Purchase Price and application of the Minimum Bid Amount:
  • the Senior Trust Agreements automatically terminate, except for provisions that survive by their terms; and
  • the Senior Trustee is discharged from its obligations.
  Obligations owed to any Liquidity Provider are not discharged until all Liquidity Obligations are paid in full.
• Texas tax reserve:
  • After the Minimum Bid Amount is satisfied, $158,941.98 of proceeds must be held in a segregated account. That account may be the one established under paragraph 11 of the sale order at ECF No. 991.
  • The reserve is adequate protection for any 2026 business personal property ad valorem tax claims of Grapevine-Colleyville ISD, the City of Grapevine and Tarrant County. It covers both the Subject Aircraft and the Lot 6 aircraft purchased by FTAI.
  • Any valid liens of those authorities attach to the reserve with the same extent and priority. The authorities have no recourse against the Stalking Horse Buyer beyond the segregated proceeds.
  • The reserve is not an allowance of any claim, an admission as to amount, validity, priority or extent, or a cap.
  • Funds may be distributed by agreement among the Texas Tax Authorities, the Debtors and the Stalking Horse Buyer, or by further order on notice.
• Excess proceeds, if any, are used to prepay the Term Loans under the DIP Credit Agreement, to the extent provided by its Section 2.05, only after all of the following:
  • payment in full of the EETC Debt, including Liquidity Obligations;
  • payment of the SuperB Total Amount; and
  • funding of the Texas tax reserve.

Costs and Transfer Taxes

• The Stalking Horse Buyer 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. Payment, including of Spirit's good-faith estimates, is a condition precedent to closing.
• Any cost unknown at closing, or any shortfall in an estimate, must be paid promptly after closing.
• To the extent not previously paid, the Stalking Horse Buyer must also satisfy certain outstanding claims of Lufthansa Technik AG with respect to ESN 18678.
• Under the agreement, the Buyer bears all costs of negotiating, documenting and consummating the transaction. This includes FAA Counsel and FAA and International Registry filings.
• Apart from these cost obligations, the order provides that the Stalking Horse Buyer has no liability for pre-closing obligations of Spirit relating to the Subject Aircraft.
• The Buyer indemnifies the Seller and its affiliates, on an after-tax basis, for sales, use, transfer and similar taxes on the sale, Delivery or transfer of title. The indemnity carves out:
  • Seller net income taxes;
  • taxes resulting from Seller non-compliance;
  • taxes from pre-Delivery ownership and operation; and
  • taxes arising from Seller gross negligence, willful misconduct or inaccurate representations.
• At or before each Delivery, the Buyer must either pay applicable Transfer Taxes or provide a complete exemption certificate.
• The order exempts the transactions and related recordings from document recording, stamp, transfer and similar taxes and fees to the maximum extent permitted by law.
• No brokers are involved and no brokers' commissions are due.

Conditions Precedent and Delivery

• Conditions to each Delivery:
  • execution of the Transaction Documents (other than warranty assignments);
  • entry of a Sale Approval Order that is a Final Order and has not been stayed, reversed, vacated or materially and adversely supplemented;
  • the Aircraft being free of the Subordination Agent's Liens and International Registry interests, with releases in process and FAA Counsel holding release instruments;
  • receipt of the full Purchase Price and the Aircraft Acceptance Certificate;
  • FAA registration and International Registry filings by the Buyer;
  • a compliance certification statement and insurance certificates;
  • evidence that costs then due from the Buyer, including good-faith estimates, have been paid;
  • KYC documentation for any Buyer Nominee;
  • the Seller's representations remaining true in all material respects; and
  • no material damage to the Aircraft since signing.
• At Delivery, the Buyer pays the Purchase Price and delivers the Aircraft Acceptance Certificate, and the Seller concurrently delivers the Bill of Sale. Risk of loss and title then transfer. To the extent commercially practicable, all Deliveries and payment occur simultaneously.
• Delivery Locations are Goodyear, Arizona; Marana, Arizona; or Mitsubishi Heavy Industries in Japan (solely for ESN 18114 and 18022), or another mutually agreed location.
  • The Seller will use commercially reasonable efforts, at the Buyer's expense, to arrange relocation flights.
  • The Buyer bears post-Delivery parking and storage.
• The Delivery Window Deadline is Sept. 30, 2026. If an unresolved objection prevents the Sale Approval Order from becoming a Final Order by then, the deadline becomes the date the order becomes a Final Order.
• Time is of the essence. The agreement is an installment contract, so failure to deliver one Aircraft does not relieve obligations as to the rest.
• The Buyer may nominate U.S. owner trusts as Buyer Nominee on at least five business days' notice, subject to KYC, capability and FAA re-registration eligibility. The Buyer remains fully liable.
• The Buyer must carry comprehensive airline legal liability insurance naming the Seller Parties as additional insureds. Coverage runs from each Delivery Date until the earlier of the two-year anniversary and completion of the next C-check.

Termination and Remedies

• Before the first Delivery Date, the agreement may be terminated:
  • by the Buyer if the Sale Approval Order is not entered by the Delivery Window Deadline;
  • by either party if either Bankruptcy Court Order ceases to be in full force and effect through no fault of the terminating party;
  • by either party upon dismissal of the case or appointment of a chapter 11 trustee;
  • by either party if the Buyer is neither the successful bidder nor the Back-Up Bidder for at least one Aircraft; or
  • by the Seller if the Spirit Aviation Holdings board determines, in consultation with outside counsel and in its sole and exclusive discretion, that proceeding would be inconsistent with its fiduciary duties.
• Total Loss before Delivery terminates obligations as to that Aircraft, and the Buyer may instruct return of its Aircraft Specific Deposit.
• An Aircraft Non-Sale Event (no Delivery by the Delivery Window Deadline) terminates obligations as to that Aircraft.
  • If the event results from a Buyer's Default, the Seller may direct the deposit to the Senior Trustee for application under the Intercreditor Agreements.
  • Unlike the FTAI APA, the agreement contains no express provision returning the deposit to the Buyer where the Non-Sale Event does not result from a Buyer's Default.
• Default cure periods:
  • Buyer's Default: 10 business days for failure to accept Delivery or to satisfy conditions within its control.
  • Seller's Default: five business days for the corresponding failures.
  • Other material breaches: 15 days, extendable to 45 days if cure efforts have begun.
• Upon a default, the non-defaulting party may suspend or terminate as to the affected Aircraft. For clause (iii) defaults, or defaults affecting two or more Aircraft, it may act as to all undelivered Aircraft.
  • On a Buyer's Default, deposits are paid to the Senior Trustee. The clause (iii) remedy refers to the "A Trustee" [sic].
  • On a Seller's Default, the Buyer may direct return of the applicable deposits.
• If Force Majeure delay exceeds 180 days, either party may terminate as to the affected Aircraft, and an Aircraft Non-Sale Event is deemed to occur.
• Punitive, consequential and similar damages are waived.

Sale Free and Clear

• Upon closing, the order vests the Stalking Horse Buyer with all of Spirit's right, title and interest in the Subject Aircraft.
• Upon Spirit's receipt of the Purchase Price and satisfaction or waiver of all conditions precedent, the transfer is free and clear of all Claims and other interests, whether arising before or after the Petition Date. Those Claims attach to the net proceeds with the same validity, priority, force and effect, subject to Spirit's claims and defenses.
• Claims for breach of the agreement are not released.
• Holders of Claims that did not object, or withdrew their objections, are deemed to have consented under section 363(f)(2). Objecting Lienholders are adequately protected by attachment to the proceeds attributable to the aircraft in which they assert an interest, solely to the extent of their objection.
• All holders of Claims are permanently enjoined from asserting them against the Stalking Horse Buyer, its successors or assigns, or the Subject Aircraft. No person may interfere with the Sale.
• Persons in possession of Subject Aircraft must surrender them on request.
• The order binds filing officers and registrars, and a certified copy may be recorded to cancel Claims of record (excluding Buyer's Liens).
• Objections not withdrawn, waived or settled are overruled on the merits, except as provided in other orders of the Court.

Good Faith Purchaser and Successor Liability

• The Stalking Horse Buyer is a good faith buyer entitled to the full protections of section 363(m). The Sale is not subject to avoidance under section 363(n).
• The Court found good faith on the following grounds:
  • the Stalking Horse Buyer recognized Spirit's freedom to deal with other parties;
  • it complied with and subjected its bid to the Bidding Procedures;
  • all payments and arrangements were disclosed; and
  • the agreement was negotiated at arm's length.
• The consideration constitutes reasonably equivalent value and fair consideration under the Uniform Voidable Transactions Act, the Uniform Fraudulent Conveyance Act and section 548.
• The Stalking Horse Buyer is not a successor to or continuation of the Debtors and has no liability under any theory of successor or transferee liability. This expressly includes the WARN Act, CERCLA, ERISA and federal employment statutes, and liability for the Debtors' pre-closing operations.
• No bulk sales law applies.

Other Provisions

• Amendments to the agreement:
  • Amendments adversely affecting the Senior Trustee, including any reduction of the Purchase Price or any Aircraft Specific Deposit, require the Senior Trustee's consent, not to be unreasonably withheld.
  • Under the order, the agreement may be modified without further order, consistent with the DIP Documents. A modification with a material adverse effect on the estates, or that materially changes the transaction's economics, must be filed and served, and parties in interest have five days to object.
• Governing law and jurisdiction:
  • The agreement is governed by New York law.
  • The Bankruptcy Court has exclusive jurisdiction.
  • If Aircraft remain undelivered at the effective date of a confirmed Seller plan and the Bankruptcy Court declines jurisdiction, the parties submit to the non-exclusive jurisdiction of the New York County Supreme Court and the S.D.N.Y. district court.
  • Jury trial is waived.
• The order controls over the agreement and any prior order or pleading on the Sale Motion. Failure to recite a provision of the agreement does not impair it.

Key Dates

• Petition Date: Aug. 29, 2025
• Sale Motion Filed: July 1, 2026 [ECF No. 1251]
• Original APA Dated: July 27, 2026
• Publication Notice Published: July 30, 2026 [ECF No. 1427]
• Amended and Restated APA Dated: Sept. 22, 2026
• Sale Order Entered: Sept. 23, 2026 [ECF No. 1646]
• Delivery Window Deadline: Sept. 30, 2026 (extended to the date the Sale Approval Order becomes a Final Order if an unresolved objection prevents finality by then)
• Lot 6 Back-Up Notice Deadline: 30 days after entry of the Sale Approval Order (Oct. 23, 2026)

4 EETC-Financed Airbus A321-231 Aircraft (Lot 6) — Sale Order Summary (FTAI Aircraft Leasing Bermuda (2026) Ltd.)

Overview

• On Sept. 23, 2026, the Court entered an order [ECF No. 1647] authorizing the sale of Spirit's ownership interests in four Airbus A321 aircraft comprising Lot 6, together with the Records (the Subject Aircraft), to FTAI Aircraft Leasing Bermuda (2026) Ltd. The sale is free and clear of all Liens (excluding Buyer's Liens but expressly including the liens associated with the EETC Debt), claims, Encumbrances and other interests.
• The order approves the Aircraft Sale and Purchase Agreement dated Sept. 18, 2026, pursuant to sections 105(a), 363(b), (f) and (m) and Bankruptcy Rules 2002, 6004, 6006, 9007 and 9014. It grants the Sale Motion [ECF No. 1251] and is supported by the Bilbao Declaration and the Supplemental Bilbao Declaration.
• The Stalking Horse Buyer determined not to submit an Overbid for Lot 6. The Debtors cancelled the Auction after adjourning it twice.
• The Court found the agreement to be the highest and best offer for the Subject Aircraft, and found that no other person offered greater economic value. Under the 23-aircraft amended agreement, the Stalking Horse Buyer consented to this sale and treats the FTAI APA as a successful Competing Bid.
• The order is effective immediately upon entry, and the parties are authorized to close immediately. Neither party is obligated to close until all conditions precedent have been satisfied or waived.

Parties Involved

• Seller: Spirit Airlines, LLC, a Delaware limited liability company. Notices go to Spirit's legal and treasury departments, with copies to Debevoise & Plimpton LLP.
• Buyer: FTAI Aircraft Leasing Bermuda (2026) Ltd., a Bermuda limited company. Notices go care of FTAI Aviation Ltd., New York (Attn: Kallie Steffes), with a copy to White & Case LLP (Todd Wolynski, Harrison Denman, Brian Schmelkin).
• The Court found that the Buyer is not an insider and that no common identity of directors or controlling stockholders exists between it and Spirit.
• Escrow Agent and FAA Counsel: McAfee & Taft, a Professional Corporation.
• The Senior Trustee is an express third-party beneficiary for purposes of the amendment-consent provision. The agreement confers no other third-party rights.

Assets Being Sold

• Four A321-231 aircraft with specified engine pairs. Each aircraft's price equals its Reserve Amount under the 27-aircraft bidding procedures.
  • MSN 6867 (N661NK; mfd. Nov. 30, 2015), ESNs V18072 and V18149 — $25,687,000
  • MSN 7106 (N670NK; mfd. Sept. 16, 2016), ESNs V18243 and V18700 — $24,557,000
  • MSN 7246 (N671NK; mfd. Nov. 17, 2016), ESNs V18249 and V18721 — $24,728,000
  • MSN 7045 (N665NK; mfd. Mar. 31, 2016), ESNs V18164 and V18821 — $25,766,000
• Engines are IAE V2533-A5 Select One and are identified by serial number for each aircraft, rather than selected by the Seller from an engine pool as under the SAVE agreement.
• Additional Equipment is listed on Exhibit C and includes branded galley carts, beverage carts, food tray carriers, ice containers, oven inserts, galley inserts (other than non-branded electrical galley equipment), other branded passenger service items, and cargo containers.
  • It transfers at Delivery at no additional cost.
  • The Buyer must return any installed Non-Transferable Additional Equipment within 60 days after Delivery, at the Seller's cost. Non-Transferable Additional Equipment is the items in Part 2 of Exhibit C plus items not legally transferable, including medical equipment, food and alcohol.
• The agreement contains no separate Excluded Equipment carve-out or removal mechanism comparable to the SAVE agreement.
• The Seller represents that each Aircraft will be fully assembled with its Engines installed. The Seller may not remove parts, Engines or Additional Equipment before Delivery without the Buyer's consent.
• Warranty assignment and electronic-only Records follow the same terms as the SAVE agreement.
• Each Aircraft is sold "as-is, where-is" and "with all faults," with title warranted only as set forth in the Bill of Sale.

Purchase Price

• Aggregate consideration of $100,738,000 in cash, being the sum of the Aircraft Specific Purchase Prices. There is no credit bid component.
• The Aircraft Specific Purchase Price includes the Additional Equipment. No other amounts are payable by the Buyer, including any break-up fee, expense reimbursement, topping fee or similar payment.
• The Court found the consideration to be reasonably equivalent value and fair consideration under the Uniform Voidable Transactions Act, the Uniform Fraudulent Conveyance Act and section 548.
• The transaction is not contingent on financing or on the closing of any other transaction.

Deposit

• Initial Deposit Amount of $10,073,800 (10% of the aggregate purchase price), paid to the Escrow Agent on execution. It is allocated pro rata by Aircraft Specific Purchase Price, rather than in equal installments.

Use of Proceeds

• Spirit is authorized and directed to use the Sale proceeds to satisfy and pay off the claims of the Senior Certificateholders with respect to the Subject Aircraft, in accordance with the EETC Intercreditor Agreements.
• Spirit is also authorized to fully pay and satisfy the claims of the Senior Certificateholders and the SuperB Noteholders secured by the Subject Aircraft.
• Payments of EETC Debt are non-refundable, irrevocable and not subject to any challenge.
• Upon payment in full of, or provision for, the Senior Certificates, the Debtors must deliver the Liquidity Provider certificate.
• Excess proceeds, if any, are used to prepay the Term Loans under Section 2.05 of the DIP Credit Agreement, only after payment in full of the EETC Debt.
• This order contains no Texas tax reserve. The $158,941.98 reserve under the 23-aircraft order expressly covers the Lot 6 aircraft.
• Under the 23-aircraft order, the cash proceeds of this sale count together with the SAVE cash price toward satisfaction of the Minimum Bid Amount.

Costs and Transfer Taxes

• Spirit and the Buyer each bear their own costs and expenses. There is no reimbursement of Spirit's Sale costs and no SuperB Costs obligation.
• The Buyer indemnifies the Seller for sales, use, transfer and similar taxes on the sale, subject to the customary exceptions in Section 9.2. Those exceptions are the same carve-outs as in the SAVE agreement.
• At or before each Delivery, the Buyer must pay Transfer Taxes or provide an exemption certificate.
• The order exempts the transactions and related recordings from stamp, transfer, recording and similar taxes and fees to the maximum extent permitted by law.
• Each party represents that it has paid no brokerage or similar commission and indemnifies the other against broker claims. This provision survives Delivery.
• The order confirms that no brokers are involved.

Conditions Precedent and Delivery

• Conditions to each Delivery:
  • execution of the Transaction Documents;
  • a Sale Approval Order that is a Final Order and has not been stayed, reversed, vacated or materially and adversely supplemented;
  • the Aircraft being free and clear of all Liens other than Buyer's Liens, with International Registry interests released or release instruments held in escrow by FAA Counsel for immediate filing;
  • receipt of the full purchase price and the Aircraft Acceptance Certificate;
  • FAA and International Registry filings by the Buyer;
  • the compliance certification statement and insurance certificates;
  • KYC for any Buyer Nominee;
  • receipt by the Buyer of all Records under Schedule 1 to Exhibit B;
  • the Seller's representations remaining true in all material respects; and
  • no material damage since signing.
  There is no cost-reimbursement condition.
• Delivery is sequenced:
  • first, the Buyer pays the purchase price (net of the deposit) and delivers the Aircraft Acceptance Certificate;
  • then the Seller delivers the Bill of Sale.
  The Seller need not deliver the Bill of Sale before receiving the full price, but may not withhold it once the price is received and all other conditions are satisfied or waived.
• Delivery Locations are Goodyear, Arizona, or Marana, Arizona, or another mutually agreed location. The Buyer bears post-Delivery parking and storage.
• The Delivery Window Deadline is Sept. 30, 2026, with the same Final Order extension as the SAVE agreement. Time is of the essence, and the agreement is an installment contract.
• Buyer Nominee and insurance provisions are the same as under the SAVE agreement.

Bankruptcy Provisions

• The Seller must give the Buyer advance drafts of Bankruptcy Court filings on the Sale Approval Order and work in good faith to include its commercially reasonable comments.
• The Buyer must use commercially reasonable efforts to assist in obtaining the Sale Approval Order and may not support other pleadings on the sale without Seller consent. It may, however:
  • enforce its rights;
  • support orders consistent with the agreement;
  • object to inconsistent or materially adverse relief; and
  • respond to the Court.
• A qualified Competing Bid must be for all of the Aircraft.
• If the Buyer is named Back-Up Bidder and the Seller gives notice within 30 days after entry of the Sale Approval Order that it failed to consummate with, and terminated its agreement with, the winning bidder, the Buyer must promptly consummate. The Buyer is not required to consummate after the Delivery Window Deadline unless that deadline has been extended.
• Termination events before the first Delivery Date mirror the SAVE agreement. The Seller's fiduciary termination, defined here as a Seller Cancellation Event, requires a good-faith board determination and must be made in accordance with the Bidding Procedures Order.

Termination and Remedies

• Total Loss before Delivery terminates obligations as to that Aircraft, and the deposit is returned to the Buyer.
  • The Seller must also give notice of any event that would, with time, give rise to a Total Loss.
  • If such an event has occurred but the Total Loss has not been deemed to occur by the Delivery Window Deadline, the Total Loss is deemed to occur on that date and the deposit is returned.
• An Aircraft Non-Sale Event terminates obligations as to that Aircraft.
  • If it results from a Buyer's Default, the deposit is paid to the Senior Trustee for application under the Intercreditor Agreements.
  • Otherwise, the Buyer may instruct the Escrow Agent to return the deposit.
• Buyer's Default and Seller's Default definitions, cure periods (10 and 5 business days; 15 days extendable to 45) and suspension or termination remedies mirror the SAVE agreement.
  • On a Buyer's Default, deposits go to the Senior Trustee.
  • On a Seller's Default, the Buyer may direct return of the deposits.
  Each party otherwise retains its rights and damages claims under applicable law, subject to the post-Delivery termination of obligations.
• If Force Majeure delay exceeds 180 days, either party may terminate as to the affected Aircraft. Punitive, consequential and similar damages are waived.

Sale Free and Clear

• Upon Spirit's receipt of the Aircraft Specific Purchase Price and satisfaction or waiver of all conditions precedent for each Subject Aircraft, the transfer is free and clear of all Liens, including liens associated with the EETC Debt, and of all Claims and other interests. These attach only to the net proceeds with the same validity, priority, force and effect, subject to Spirit's claims and defenses.
• Claims for breach of the agreement are not released.
• Non-objecting holders are deemed to consent under section 363(f)(2). Objecting Lienholders attach only to the cash proceeds attributable to the aircraft in which they assert an interest, solely to the extent of their objection.
• Holders of liens, including EETC Debt liens, are permanently enjoined from asserting them against the Buyer or the Subject Aircraft.
• Persons in possession must surrender the Subject Aircraft on request.
• The order binds filing officers and registrars and may be recorded to cancel liens of record.
• Objections not withdrawn, waived or settled are overruled on the merits.

Good Faith Purchaser and Successor Liability

• The Buyer is a good faith buyer entitled to the full protections of section 363(m), on the same enumerated findings as the SAVE order. The Sale is not subject to avoidance under section 363(n).
• The Buyer is not a successor to or continuation of the Debtors and has no successor or transferee liability, including under the WARN Act, CERCLA, ERISA and federal employment statutes.
• Except as expressly provided, the Buyer has no liability for Spirit's pre-closing obligations relating to the Subject Aircraft.
• No bulk sales law applies.

Other Provisions

• Amendments to the agreement:
  • Amendments adversely affecting the Senior Trustee, including any reduction of an Aircraft Specific Purchase Price or Aircraft Specific Deposit, require its consent, not to be unreasonably withheld.
  • Under the order, material adverse modifications must be filed and served, with a five-day objection period.
• Governing law, jurisdiction and jury waiver match the SAVE agreement.
• Assignment requires the other party's consent, except for designation of a Buyer Nominee.
• The order controls over the agreement and prior orders or pleadings on the Sale Motion.

Key Dates

• Petition Date: Aug. 29, 2025
• Sale Motion Filed: July 1, 2026 [ECF No. 1251]
• Publication Notice Published: July 30, 2026 [ECF No. 1427]
• Aircraft Sale and Purchase Agreement Dated: Sept. 18, 2026
• Sale Order Entered: Sept. 23, 2026 [ECF No. 1647]
• Delivery Window Deadline: Sept. 30, 2026 (extended to the date the Sale Approval Order becomes a Final Order if an unresolved objection prevents finality by then)
• Stalking Horse Buyer Back-Up Notice Deadline (under the SAVE agreement): Oct. 23, 2026

4 Full Flight Simulators and Associated Assets — Sale Order Summary (SIM International B.V.)

Overview

• On Oct. 14, 2026, the Court entered an order [ECF No. 1712] authorizing the sale of Spirit's four full flight simulators and associated assets (the Simulator Assets) to SIM International B.V. for $8.3 million, free and clear of all liens, claims, interests and encumbrances, and authorizing the Debtors to enter into and perform under the Simulator Purchase Agreement dated Oct. 12, 2026. The order grants the Debtors' motion [ECF No. 1117] pursuant to sections 105 and 363 of the Bankruptcy Code and Bankruptcy Rules 2002, 6004, 6006 and 9007, and is supported by the Declaration of Brent Herlihy.
• The Simulator Assets were marketed under the Bidding Procedures approved by the Court's order entered June 22, 2026 [ECF No. 1213], which governs one or more transfers of the Debtors' assets free and clear of all liens, claims, encumbrances and other interests. That order is separate from the bidding procedures governing the 27 EETC-financed aircraft summarized above.
• The final bid deadline for the Simulator Assets passed on Aug. 3, 2026, at 4 p.m. ET. SIM International's bid was the only Qualified Bid received for the Auction Lot comprising all of the Simulator Assets. After consulting with the Consultation Parties, the Debtors selected it as the highest and best bid and, on Oct. 12, 2026, filed a notice [ECF No. 1700] identifying SIM International as the Successful Bidder and cancelling the Auction.
• The Court found the Successful Bid to be the highest or otherwise best offer for the Simulator Assets, and found the sale to be a sound exercise of the Debtors' business judgment and in the best interests of the Debtors, their creditors and their estates.
• The order approves the agreement attached as Exhibit 1 to the Successful Bidder Notice. That filed version was signed by the Purchaser only, with Schedule 4 (Sale Order) left blank.
• The order is effective and enforceable immediately upon entry, with any rule that might otherwise delay its effectiveness waived.
• The agreement provides for no deposit, bid protections, Back-Up Bidder designation, outside date or termination rights.

Parties Involved

• Seller: Spirit Airlines, LLC, a Delaware limited liability company, 1731 Radiant Drive, Dania Beach, Florida. Notices go to PJT Partners LP in New York, with a copy to Davis Polk & Wardwell LLP (Marshall S. Huebner, Darren S. Klein, Christopher S. Robertson).
• Purchaser: SIM International B.V., a private company organized under the laws of the Netherlands with its registered office in Sassenheim (registration number 58371869), acting through FUDB Management B.V. as director (Frank Peter Uit den Bogaard). Notices go to Frank Uit den Bogaard in Sassenheim, with a copy to Freshfields US LLP (Mark Liscio, Scott Talmadge, Michael Sloman).
• As original equipment manufacturer, the Purchaser is the counterparty to Spirit's original sale and purchase agreements for the three Airbus simulators being sold.
• Debtors' counsel: Davis Polk & Wardwell LLP (Marshall S. Huebner, Darren S. Klein, Christopher S. Robertson).
• The Purchaser represents that it is not an insider of the Seller or any Debtor under section 101(31) of the Bankruptcy Code.
• The Purchaser may take title through one or more designees. Otherwise, neither party may assign the agreement without the other's prior written consent, and any attempted assignment in violation is void. The agreement binds successors, including any trustee appointed in the chapter 11 cases or after conversion to chapter 7.

Assets Being Sold

• Four full flight simulators (the Objects):
  • Airbus A320 CEO/NEO simulator, serial number 11081, at Orlando International Airport
  • Airbus A320 CEO/NEO simulator, serial number 11092, at the Debtors' headquarters and operations center in Dania Beach, Florida (the Facility)
  • Airbus A320 CEO/NEO simulator, serial number 11133, at the Facility
  • SIM Industries simulator, serial number SBV 12-11, at the Facility
  Each Object may be located at another location agreed by the parties.
• The sale also covers all tools, spare parts, inventories, rotables, maintenance equipment and other items delivered with or used in connection with the Objects (the Associated Assets, and together with the Objects, the Assets). The form of Bill of Sale additionally covers all appliances, components, parts, instruments and other equipment incorporated in or attached to the Objects.
• The Assets are sold "as is, where is," without any representation or warranty other than as expressly set forth in Schedule 2.

Purchase Price and Payment

• Aggregate purchase price of $8,300,000 in cash, exclusive of transfer taxes. There is no credit bid component.
• Closing payment: $4,150,000 (50% of the Purchase Price) by wire transfer of immediately available funds at Closing, to a Seller account to be identified at least seven Business Days before the Closing Date.
• Deferred payment: the remaining $4,150,000 is due on or before Dec. 31, 2026. However, $2,075,000 falls due earlier upon the Purchaser taking physical possession of each of the third and fourth Objects, if that occurs before Dec. 31, 2026.
  • The agreement describes each $2,075,000 installment as 25% of the remaining Purchase Price. The figure equals 25% of the total Purchase Price, or 50% of the deferred balance.
  • The agreement does not identify which Objects are the third and fourth, and provides no security, interest or escrow for the deferred balance.
• Title to each Object passes at Closing under the Bill of Sale, before the deferred balance is paid. The Bill of Sale nonetheless recites transfer in consideration of receipt of the Purchase Price.
• The Court found the consideration to be adequate and fair consideration and reasonably equivalent value under the Bankruptcy Code, the Uniform Fraudulent Transfer Act and similar applicable law.

Costs and Transfer Taxes

• The Seller bears sole responsibility for all sales, use, transfer, value-added, documentary stamp and similar taxes on the sale and transfer of the Objects, and the parties will cooperate in good faith to obtain any exemptions or refunds. This reverses the allocation in the aircraft sales, where the buyers bear Transfer Taxes.
• Each party otherwise bears its own costs of preparing and negotiating the agreement and the transaction. There is no reimbursement of Spirit's Sale costs.
• The Purchaser bears all removal costs (see Removal of Simulators).

Underlying Agreements and Intellectual Property

• The three original agreements for sale and purchase of the Airbus simulators (serial numbers 11081, 11092 and 11133), between the Purchaser and Spirit Airlines, Inc., terminate in full at Closing. All licenses and rights under them also terminate, including rights in the intellectual property, proprietary software and data those agreements contain, embed or license (the Retained IP).
  • The agreement names the counterparty as Spirit Airlines, Inc., while the Seller is Spirit Airlines, LLC.
  • The Retained IP is defined by reference to IP "reserved under Section 4.2," which is the defining provision itself.
• The SIM Industries simulator is sold without any license to intellectual property owned by or licensed from CAE Inc. or its affiliates. It will not be operational unless the Purchaser obtains a separate CAE license.

Closing

• Closing occurs concurrently with satisfaction of the following conditions:
  • each party has received the other's duly executed signature pages; and
  • the Court has entered a Sale Order under section 363 that approves the transaction, approves the sale free and clear under section 363(f), finds the Purchaser to be a good-faith purchaser under section 363(m), and provides for a mutual release of claims and causes of action between the Purchaser and the Seller or their affiliates, in form and substance reasonably satisfactory to both. The order must not have been stayed, stayed pending appeal, reversed or vacated.
  Unlike the aircraft sales, the condition does not require the Sale Order to be a Final Order. The order entered Oct. 14, 2026 contains each of the required approvals and findings, including the mutual release (see Mutual Release), and is effective immediately upon entry.
• Seller deliverables at Closing:
  • the executed Bill of Sale; and
  • UCC-3 termination statements and letters from the Seller's relevant lenders unconditionally and irrevocably confirming that all debt relating to the Objects has been paid off, satisfied or released and that the Objects transfer free and clear of all liens, claims, encumbrances, security interests, pledges and third-party rights, in form and substance reasonably satisfactory to the Purchaser.
• Purchaser deliverables at Closing: the $4,150,000 closing payment and written evidence of its authority to enter into and perform the agreement.
• No physical delivery is required. The Purchaser or its designee takes possession at Closing at the installed location or another agreed location.
• The parties must use commercially reasonable efforts to consummate the transaction, including supporting entry, effectiveness and enforcement of the Sale Order and opposing any stay pending appeal.

Removal of Simulators

• The Objects must be removed from their current locations by Jan. 31, 2027.
• The Purchaser bears all costs of disassembly, packing, removal, transport and reassembly, including cleaning and repair of facility damage resulting solely from the removal. It is not responsible for cleaning or repair costs caused by the original installation and need not restore the facilities to their pre-installation condition. It must use commercially reasonable efforts to minimize repair and cleaning costs.
• The Seller must arrange reasonable access to the Facility during normal business hours for the Purchaser and any third-party removal contractor (a Purchaser Provider). No removal work may begin at the Facility until the Purchaser or Purchaser Provider delivers a certificate of insurance, in types and amounts reasonably acceptable to the Seller, naming the Seller or its designee as an additional insured.

Sale Free and Clear

• The order vests SIM International with all of the Debtors' right, title and interest in the Simulator Assets. Upon the Debtors' receipt of the consideration, the transfer is free and clear of all liens, claims, rights, liabilities, encumbrances and other interests under section 363(f), whether or not asserted or filed, with those interests attaching solely to the proceeds in the same order of priority they had on the Simulator Assets.
• The order does not address how the free-and-clear provision operates while the $4,150,000 deferred balance remains outstanding after title passes at Closing.
• Lienholders are authorized and directed to execute releases and related documentation on the Debtors' reasonable request. If a lienholder fails to deliver termination statements or releases on request, the Debtors are authorized to execute and file them on its behalf.
• Lienholders that timely objected and did not withdraw their objections are adequately protected by attachment of their liens to the transaction proceeds with the same priority.
• Objections not withdrawn, waived or settled are denied and overruled on the merits, and untimely objections are forever barred.

Mutual Release

• Effective only upon consummation of the sale, the Debtors and SIM International, each on behalf of itself and its Related Parties, release each other and each other's Related Parties from all claims and causes of action relating to:
  • the marketing process, the sale process, and the negotiation and formulation of the sale;
  • the transfer, ownership or use of the Simulator Assets, including breaches of statutory or implied warranties, nuisance or other tort claims, punitive damages and common law contribution; and
  • the matters set forth in the Debtors' Rule 2004 motion seeking authority to take discovery [ECF No. 1550].
• The Debtors must voluntarily withdraw the Rule 2004 motion with prejudice no later than one business day after entry of the order. The order does not describe the subject of that motion.
• The release does not cover claims arising under the Purchase Agreement and related documents, the Bidding Procedures Order, the sale order or any other order of the Court.

Good Faith Purchaser and Successor Liability

• The Court found that the negotiation of and entry into the agreement were noncollusive, in good faith, at arm's length, and substantively and procedurally fair to all parties in interest, and that the Debtors and SIM International complied in all respects with the Bidding Procedures and the Bidding Procedures Order.
• SIM International, and to the extent applicable its good-faith transferees, are entitled to the protections of section 363(m). Reversal or modification on appeal does not affect the validity of the transfer unless the authorization and consummation are stayed pending appeal. The sale is not subject to avoidance, damages or costs under section 363(n).
• SIM International is not a successor to or mere continuation of the Debtors, has not merged with them, de facto or otherwise, and has no successor or vicarious liability of any kind with respect to the Simulator Assets.

Representations, Remedies and Other Terms

• The Seller's representations are limited to:
  • its existence and authority, with authority subject to entry of the Sale Order;
  • no conflict with its organizational documents or applicable law;
  • no governmental consents or filings required, subject to entry of the Sale Order and a materiality qualifier; and
  • good, valid and marketable title vesting in the Purchaser at Closing free and clear of all Encumbrances. That defined term excludes third-party rights relating to taxes or governmental action.
• The Purchaser represents, among other things, that it is not in any insolvency proceeding, is not an insider of the Debtors, and negotiated at arm's length and in good faith without fraud or collusion.
• Each party irrevocably waives any right to seek rescission, dissolution, annulment, cancellation, termination or amendment of the agreement on any ground. A party that makes an error bears its risk. The parties' sole remedies are specific performance and damages.
• Under the order, the Debtors' obligations under the agreement are binding on them, and any claims of SIM International arising from a Debtor's breach or non-performance are administrative expenses of that Debtor's estate under sections 503(b)(1) and 507(a)(2).
• Covenants survive Closing until terminated by their terms.
• The agreement is governed by New York law, except where mandatory Bankruptcy Code provisions apply, and both parties waive a jury trial. The Bankruptcy Court has exclusive jurisdiction while the cases are open. After the cases close, disputes go exclusively to the U.S. District Court for the Southern District of New York or New York state courts in Manhattan.
• Amendments and waivers must be in writing and signed.

Key Dates

• Petition Date: Aug. 29, 2025
• Bidding Procedures Order Entered: June 22, 2026 [ECF No. 1213]
• Bid Deadline: Aug. 3, 2026, at 4 p.m. ET (passed; Auction cancelled)
• Successful Bidder Notice Filed: Oct. 12, 2026 [ECF No. 1700]
• Simulator Purchase Agreement Dated: Oct. 12, 2026
• Sale Objection Deadline: Oct. 13, 2026, at 4 p.m. ET
• Sale Order Entered: Oct. 14, 2026 [ECF No. 1712]
• Rule 2004 Motion Withdrawal Deadline: Oct. 15, 2026 (one business day after entry of the Sale Order)
• Deferred Payment Deadline: Dec. 31, 2026
• Removal Deadline: Jan. 31, 2027