Spirit Aviation Holdings - Chapter 11 Plan Terms

RSA Terms

Overview

• On March 13, 2026, the Debtors entered into a Restructuring Support Agreement with the Consenting DIP Lenders (the "RSA") that provides the framework for the Debtors’ Joint Chapter 11 Plan of Reorganization and the agreed treatment of funded debt and equity interests.
• The RSA (including all schedules, exhibits, and the term sheets attached thereto) may be amended, supplemented, or otherwise modified from time to time in accordance with its terms, and the Plan expressly contemplates such modifications so long as they are consistent with the Bankruptcy Code and the consent rights set forth in the RSA.
• All consent, consultation, and approval rights of the Consenting DIP Lenders and other parties as set forth in the RSA and the Plan Documents are incorporated by reference into the Plan and are fully enforceable; in the event of any conflict regarding such rights between the RSA or any Plan Document, on the one hand, and the Plan, on the other hand, the RSA or applicable Plan Document will control.
• The RSA will remain in full force and effect through the Effective Date (unless terminated earlier in accordance with its terms); if the RSA is terminated prior to the Effective Date, the Plan is subject to being rendered null and void in accordance with Article X and the “Effect of Failure to Consummate” provisions.

Overview of Claim Classification and Treatment Under RSA-Backed Plan

• The Plan, consistent with and supported by the RSA, classifies and provides specific treatment for all Claims and Interests, including:
• • Administrative and priority claims (including New Money DIP Loan Superpriority Claims, Administrative Claims, Professional Fee Claims, and Priority Tax Claims) that must be paid in full in Cash or otherwise satisfied as required for confirmation.
  • Secured and priority classes (Class 1 – Other Secured Claims; Class 2 – Other Priority Claims) that are generally Unimpaired, with holders to receive payment in full, reinstatement, or other treatment rendering their rights unchanged.
  • Funded debt classes (Class 3 Roll-Up DIP Loan Superpriority Claims, Class 4 Prepetition RCF Claims, and Class 5 Prepetition Secured Notes and/or Contingent Roll-Up Term Loan Claims) whose agreed recoveries, including equity and exit facility participation, are governed by and conditioned upon the RSA and related financing term sheets.
  • General unsecured and equity-related classes (Class 6 General Unsecured Claims, Class 7 Section 510(b) Claims, Class 8 Intercompany Claims, Class 9 Intercompany Interests, and Class 10 Existing Interests), with treatment ranging from Unimpaired or structured settlement treatment to cancellation and no recovery, as set forth in Article III of the Plan.
• Unimpaired Claims are presumed to accept the Plan and do not vote; Impaired Classes receive the treatment specified in the Plan (including the RSA-driven settlements for the funded debt) and are entitled to vote or are deemed to reject, as applicable.

Exit Secured Loans Facility and Related Financing

• The RSA includes, as Exhibit B, a term sheet for the Exit Secured Loans Facility, which, together with the Exit Revolving Credit Facility, any Reinstated Revolving Credit Facility, and the Class 4 Term Loan Facility, provides the core financing structure for emergence.
• On the Effective Date, the Reorganized Debtors are authorized to enter into the Exit Financing Documents (including documentation for (i) the Exit Secured Loans Facility, (ii) the Exit Revolving Credit Facility, (iii) the Reinstated Revolving Credit Facility, and (iv) the Class 4 Term Loan Facility) without further corporate action.
• The material Exit Secured Loans Documents must have terms reasonably acceptable to the Debtors, the Required Consenting DIP Lenders, and the applicable agent, and the material documents for the other exit facilities must be in form and substance reasonably acceptable to the Required Consenting DIP Lenders, consistent with the RSA.
• Entry of the Confirmation Order constitutes approval of the Exit Financing Documents and authorization for the (Reorganized) Debtors to consummate the transactions, pay all related fees and expenses, and grant the liens and guarantees contemplated thereby.

Plan Support and Consensual Restructuring

• Provided that the Required Roll-Up Lenders vote to accept the Plan, the treatment proposed for Class 3 (Roll-Up DIP Loan Superpriority Claims) constitutes “Agreed Roll-Up Treatment” under and as defined in the Final DIP Order, implementing a core component of the RSA.
• If Class 4 (Prepetition RCF Claims) votes in favor of the Plan, each Holder of Allowed Prepetition RCF Claims that submits a Ballot and does not “opt out” of being a Releasing Party will be a Released Party; any such Holder that opts out (or otherwise meets the exclusion criteria) will not be a Released Party.
• With the consent of the Required Consenting DIP Lenders, the Debtors may:
  • Waive or modify any conditions to the Effective Date (other than entry of the Confirmation Order) without further notice or court approval, subject to limited conditions that require express written consent of affected professionals or agents.
  • Alter, amend, or modify the Plan (including the Plan Supplement) prior to the Confirmation Date, without additional disclosure under section 1125, subject to section 1127(a), Bankruptcy Rule 3019, and the consent rights under the RSA.
  • Revoke, withdraw, or delay consideration of the Plan before the Confirmation Date and file alternative plans, subject to the RSA’s termination and consent provisions.
• After the Confirmation Date and before substantial consummation, the Debtors, in consultation with the Required Consenting DIP Lenders, may seek to modify the Plan under section 1127(b) to cure defects or reconcile inconsistencies in the Plan, Plan Supplement, or Confirmation Order, consistent with the RSA.
• Between the Confirmation Date and the Effective Date, the Debtors may make technical adjustments and non-material modifications to the Plan and Plan Supplement without further court order, so long as such changes do not materially and adversely affect holders’ treatment and are consistent with the RSA and the consent rights of the Required Consenting DIP Lenders.

Claim Treatment Highlights Under RSA Structure

• New Money DIP Loan Superpriority Claims. Allowed New Money DIP Loan Superpriority Claims are allowed in full and receive payment or other treatment as specified in Article II, consistent with the DIP Orders and RSA, on the Effective Date or as otherwise agreed.
• Roll-Up DIP Loan Superpriority Claims (Class 3). Class 3 claims receive the "Agreed Roll-Up Treatment," consisting of each Holder's Pro Rata share of (a) the Exit Secured Loans Facility, (b) the DIP Roll-Up Equitization Interests (equaling, in the aggregate, 100% of the New Equity Interests, subject to dilution only by the MIP Interests and the Class 5 Settlement Distribution), (c) the Roll-Up DIP Loan Cash Effective Date Repayment Amount, and (d) Distributable Sale Proceeds received by the Reorganized Debtors after the Effective Date, as set forth in Article III and the DIP/Exit term sheets attached to the RSA.
• Prepetition RCF Claims (Class 4). Class 4 claims receive treatment that may include participation in the Class 4 Term Loan Facility, reinstatement of revolving commitments, and/or new credit facility interests, in each case on terms consistent with the RSA and Exit Financing Documents; Class 4’s status as a Releasing or Released Party also depends on its vote and opt-out election.
• Prepetition Secured Notes and/or Contingent Roll-Up Term Loan Claims (Class 5). As part of the RSA settlement, each Holder of a Prepetition Secured Notes and/or Contingent Roll-Up Term Loan Claim receives its Pro Rata share of the Class 5 Settlement Distribution, consisting of 2% of the New Equity Interests (subject only to dilution by the MIP Interests), which may be delivered in the form of DOT Warrants in lieu of direct New Equity Interests.
• General Unsecured Claims (Class 6) and Other Junior Interests. The Plan, consistent with the RSA, provides that all General Unsecured Claims (Class 6), Section 510(b) Claims (Class 7), and Existing Interests (Class 10) shall be cancelled, released, extinguished, and eliminated, with Holders receiving no Plan Distributions and retaining no property interests; these classes are deemed to have rejected the Plan and are not entitled to vote. Holders of Class 6, 7, and 10 Claims or Interests are excluded from being Releasing Parties (and Class 7 and Class 10 Holders are also excluded from being Released Parties or Exculpated Parties). Intercompany Claims (Class 8) and Intercompany Interests (Class 9) are either Reinstated or cancelled, at the discretion of the (Reorganized) Debtors (with the consent of the Required Consenting DIP Lenders for Class 8).

Settlement Terms

• The RSA embodies a comprehensive settlement among the Debtors, the Consenting DIP Lenders, and certain other key stakeholders, including resolution of disputes relating to the Prepetition Secured Notes, the DIP Roll-Up, and intercreditor issues.
• Each Holder of a Prepetition Secured Notes and/or Contingent Roll-Up Term Loan Claim will receive its Pro Rata share of the Class 5 Settlement Distribution:
  • The Class 5 Settlement Distribution equals 2% of the New Equity Interests (subject only to dilution by the MIP Interests) allocated to Class 5 on the Effective Date.
  • The New Equity Interests for Class 5 may be issued directly or in the form of DOT Warrants, in each case in accordance with the Plan and the RSA.

Releases

• Released Parties. “Released Party” includes, in each case solely in such capacity: (a) the Debtors and Reorganized Debtors; (b) each Consenting DIP Lender in all capacities in which it signed the RSA; (c) each Prepetition Secured Notes Agent/Trustee; (d) the Distribution Agent and the DIP Agent; (e) the Committee and its members; (f) each Holder of a Claim that submits a Ballot and does not affirmatively opt out of being a Releasing Party; and (g) with respect to each of the foregoing, such Entity’s Related Parties.
• An Entity is not a “Released Party” if it (a) affirmatively opts out of the releases by timely objecting or by checking the opt-out box on its Ballot, or (b) timely objects to the releases and such objection is not resolved before Confirmation.
• Releasing Parties. “Releasing Party” includes, solely in such capacity: (a) the Debtors, their Estates, and the Reorganized Debtors; (b) each Consenting DIP Lender in all capacities in which it signed the RSA (regardless of whether it returns a Ballot and notwithstanding any opt-out that is void ab initio while the RSA remains in effect as to such lender); (c) each Prepetition Secured Notes Agent/Trustee and the DIP Agent; (d) each Holder of a Claim that returns a Ballot and does not opt out; and (e) the Related Parties of each of the foregoing.
• Pursuant to section 1123(b) of the Bankruptcy Code, on and after the Effective Date, the Debtors, Reorganized Debtors, and their Estates grant releases in favor of the Released Parties of all claims and Causes of Action (including Avoidance Actions, veil-piercing and alter-ego theories, contribution, indemnification, lender liability, and joint liability) arising out of or relating to, among other things, the Debtors, the Chapter 11 Cases, the RSA, the DIP Facility and related documents, the Prepetition financing arrangements, the Plan and Disclosure Statement (including Plan Documents and Exit Financing), and any related prepetition or postpetition acts or omissions in connection with the restructuring.
• On and after the Effective Date, each Releasing Party is deemed to have conclusively and irrevocably released the Released Parties on substantially the same broad terms, covering claims and Causes of Action arising from or relating to the Debtors, their restructuring, the Plan, the RSA, the DIP Facility, the Exit Financing, and related documents and transactions through the Effective Date.
• If any Released Party brings or asserts a released Claim or Cause of Action against another Released Party based on pre-Effective Date documents or transactions and does not withdraw such claim upon request, the release becomes null and void ab initio as to the asserting party; this proviso does not apply to actions to liquidate or determine the priority or secured status of Claims or to releases/indemnities granted under other Final Orders (as to which the Debtors retain all defenses).

Effect of Failure to Consummate Plan / RSA Termination

• If the Effective Date does not occur on or before termination of the RSA (or the Plan otherwise fails to become effective in accordance with Article IX), then:
  • The Plan becomes null and void in all respects, and no Plan provision (including the settlements and compromises embodied in the Plan) will be binding on any party.
  • Any settlement or compromise, assumption or rejection of Executory Contracts or Unexpired Leases effected under the Plan, and any document or agreement executed pursuant to the Plan, will be deemed null and void (without prejudice to any rights preserved by other court orders).
  • Nothing in the Plan, Confirmation Order, or Disclosure Statement will:
    • Constitute a waiver or release of any Claims, Interests, or Causes of Action.
    • Prejudice the rights of the Debtors, Holders of Claims or Interests, or any other Entity in any respect.
    • Constitute an admission, acknowledgement, offer, or undertaking of any kind by the Debtors, Holders, or any other Entity.
  • Termination of the RSA and the Plan’s ineffectiveness will not affect the validity or enforceability of any other orders of the Bankruptcy Court or any agreement, instrument, or other document executed by any Debtor prior to such termination (including the DIP Documents and related agreements), which remain in full force in accordance with their terms.