Spirit Aviation Holdings - Chapter 11 APA Summary

Sale and Abandonment Procedures Summary

Overview

• The Court entered an order authorizing Spirit Aviation Holdings, Inc. and its debtor affiliates (collectively, the "Debtors" or "Spirit") 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.
• The Debtors are authorized pursuant to sections 105(a), 363(b), and 554 of the Bankruptcy Code to take any and all actions necessary or appropriate to implement the relief, 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 Less than or Equal to $1,000,000:
  • No notice or hearing shall be required.
• Transaction Value Greater than $1,000,000 and Less than or Equal to $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.
  • The Sale Notice shall be served only on the Transaction Notice Parties.
• Transaction Value Greater than $15,000,000:
  • The Debtors shall file a motion with the Court requesting approval of such sale.
• Sale Process Agreements:
  • The Debtors are permitted to 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. (prevailing Eastern time) on the date that is fourteen (14) days after the Sale Notice is filed and served.
• A Transaction Objection will be considered timely only if filed with the Court and actually received by the Debtors and the Debtors' counsel on or before the Transaction Objection Deadline. 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, as applicable, of a person authorized to settle or otherwise resolve any objection on the objector's behalf.
• Unless otherwise ordered by the Court, a reply to a Transaction Objection may be filed and served at least one business day before the date of the applicable hearing.
• If no Transaction Objections are properly filed by the Transaction Objection 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 the Owned Equipment 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 Less than or Equal to $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 to be abandoned, including any known creditor asserting an Encumbrance, and (iii) the DIP Lenders and the DIP Facility Agent.
  • Such notice shall be served seven (7) days before the Abandonment Effective Date.
  • No other notice or hearing shall be required; provided, however, that if the Owned Equipment to be abandoned constitutes DIP Collateral (as defined in the Final DIP Order), abandonment shall be subject to the consent of the Required DIP Lenders.
• Owned Equipment to Be Abandoned with Book Value Greater than $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 to be abandoned.
  • The Abandonment Notice shall be served on the Transaction Notice Parties.

Abandonment Objection Procedures

• The Abandonment Objection Deadline shall be the earlier of (i) 4:00 p.m. (prevailing Eastern time) on the day that is fourteen (14) 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.
• An Abandonment Objection will be considered timely only if filed with the Court and actually received by the Debtors and the Debtors' counsel on or before the Abandonment Objection Deadline.
• 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, as applicable, of a person authorized to settle or otherwise resolve any objection.
• Unless otherwise ordered by the Court, a reply to an Objection may be filed and served no later than one business day before the date of the applicable hearing.
• 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 be required to take possession of abandoned Owned Equipment no later than the Abandonment Effective Date. The Debtors are authorized, in their sole discretion, to 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 for such expenses.
• 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 Aircraft Equipment Counterparty does not retrieve or take control of the Owned Equipment by the Abandonment Effective Date, such counterparty 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 Debtors and the applicable Aircraft Equipment Counterparties 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 Aircraft Equipment 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 the Debtors shall make available to the applicable Aircraft Equipment Counterparty, at the then-current location of the Owned Equipment, both (a) the respective 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 from an affected Aircraft Equipment Counterparty, 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; provided that the affected counterparty shall be solely responsible for all costs associated with such documentation and filing, and nothing shall require the Debtors to maintain staffing or incur third-party costs with respect to such cooperation.
• Once the affected Aircraft Equipment Counterparty retrieves or takes control of the Owned Equipment, such counterparty (or the authorized party under an IDERA or power of attorney provided by the Debtors, if any) shall be permitted to request the cancellation of, or transfer of, the Owned Equipment's registration on an aviation authority's register or with any other applicable registration authority, with the affected counterparty solely responsible for all related costs.
• 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) and other persons with responsibilities in connection with any ferry or return flights of Owned Equipment arranged by an Aircraft Equipment Counterparty (or its agents) shall be authorized and directed to allow such counterparty (or its agents) 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) of the Bankruptcy Code, 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 that 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 the Owned Equipment or Aircraft Records, their condition, or the state of their title. If any of the Owned Equipment is non-serviceable, the Debtors are under no obligation to repair such Owned Equipment to make it serviceable.

Reservation of Rights

• Nothing in the Order shall prejudice the rights of any Aircraft Equipment Counterparty to (a) assert a claim for rejection damages, if any; (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 under the applicable Equipment Agreement and/or applicable law; (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 to assert any claims relating to the Order, 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) of the Bankruptcy Code or under any security agreements relating to the HFS Aircraft.

Automatic Stay Modifications

• To the extent necessary, the Automatic Stay under section 362 of the Bankruptcy Code 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 (other than the applicable Aircraft Equipment Counterparty and the Debtors) until the Owned Equipment is returned or sold. Nothing herein shall affect the scope of the Automatic Stay with respect to other matters.

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 and Approving the Form and Manner of Notice Thereof [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

27 EETC-financed Airbus A320-232 and A321-231 Aircraft Sale Summary

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

Ground Support Equipment Sale Summary

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.
• Relief was granted 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.
• The Parties intend to effectuate the transaction through a sale of the assets pursuant to section 363 of the Bankruptcy Code.

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 in the GSE 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 the following:
  • Receipt of duly executed signature pages from each Party; and
  • 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.
• The Debtors are authorized to take any action they deem necessary or appropriate to implement the terms of, and relief granted in, the Order without further Court order.
• 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

• 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 the implementation, interpretation, and enforcement of the Order.

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 related claims or disputes, 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 waive the defense of an inconvenient forum, consent to service of process by mail or any other manner permitted by law, and irrevocably waive all right to trial by jury in any action, proceeding, or counterclaim arising out of or relating to the agreement.
• The Court found this to be 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.

Miscellaneous

• The agreement may be executed in counterparts, with delivery by email attachment effective as manual delivery, and may be terminated, amended, modified, or waived only by a writing signed by each Party or, in the case of a waiver, by the waiving Party.
• The terms are intended solely for the benefit of the Parties and their respective successors and assigns and confer no rights or remedies on any non-Party; the agreement inures to the benefit of and binds such successors and assigns.
• Each provision is severable, and any provision determined unenforceable will be void without adversely affecting the remainder of the agreement.
• Each Party was represented by its own counsel and participated in drafting; no rule of construction resolving ambiguities against the drafting Party applies.
• The Bill of Sale constitutes the entire agreement among the Parties with respect to the contemplated transaction and supersedes all prior written and oral agreements and understandings.

Key Dates

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

Sale Order Summary — LGA Slots Transfer

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. The Debtors, the Successful Bidder, and their respective affiliates are authorized to execute and fully perform all obligations, instruments, agreements, and documents, and to take all actions necessary or appropriate to implement the Transfer Agreement, 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 "Notice of Auction Results").
  • 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) of the Bankruptcy Code — 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 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 of a Lien on the LGA Slots that did not timely and properly object to the Motion, or that ultimately withdrew its objection, has consented to the transfer of the LGA Slots subject to the terms of the Order. Each holder that timely and properly objected and did not ultimately withdraw its objection is adequately protected by the terms of the Order, including by having its Liens, if any, 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 the relief requested and entry into either agreement represent a sound exercise of the Debtors' business judgment and are 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) of the Bankruptcy Code, entitled — together with its good-faith transferees, to the extent applicable — 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 under section 363(n) of the Bankruptcy Code.
• Neither the Debtors nor the Successful Bidder engaged in any conduct that would cause the transfer of the LGA Slots to be avoided, or damages or costs to be imposed, under section 363(n) of the Bankruptcy Code.
• 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 on the Transferor, 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) of the Bankruptcy Code.

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 — 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.

Jurisdiction and Notice

• The Court has jurisdiction under 28 U.S.C. § 1334 and the Amended Standing Order of Reference M-431, dated January 31, 2012 (Preska, C.J.); the matter is a core proceeding under 28 U.S.C. § 157; the Court may enter a final order consistent with Article III of the U.S. Constitution; and venue is proper under 28 U.S.C. §§ 1408 and 1409.
• Due and proper notice of the Motion was provided to the Notice Parties and was adequate and appropriate under the circumstances, with no further notice required.
• The Court retains jurisdiction over any matter arising from or related to the implementation, interpretation, and enforcement of the Order.

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.

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