Commitment Letter, dated as of January 14, 2025, among Spirit Airlines, Inc. and the other parties thereto

EX-10.1 2 dp223301_ex1001.htm EXHIBIT 10.1

CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM IF PUBLICLY DISCLOSED

Exhibit 10.1

Citigroup Global
Markets Inc.
388 Greenwich Street
New York, New York
10013

Barclays
745 Seventh
Avenue
New York, NY
10019

Morgan Stanley Senior
Funding, Inc.
1585 Broadway
New York, NY 10036

Deutsche Bank AG New
York Branch
One Columbus Circle
New York
10019, NY

CONFIDENTIAL

January 14, 2025

Spirit Airlines, Inc. (“Spirit” or “you”)

1731 Radiant Drive

Dania Beach, FL 33004

Attention: Thomas Canfield

Re:

Spirit’s Senior Secured Credit Facility of up to $300,000,000 in the aggregate

Ladies and Gentlemen:

Spirit previously entered into that certain Credit and Guaranty Agreement dated as of March 30, 2020 (as amended, amended and restated, or otherwise modified prior to the date hereof, the “Existing Facility”) for $300,000,000 with Citibank, N.A., as administrative agent and a syndicate of lenders (the “Existing Lenders”) arranged by Citi (as defined below). We refer to the proposed amendment to the Existing Facility to be dated on or about the Effective Date (as defined in the Plan (or any amended or modified version thereof)) to be entered into on the terms and conditions set forth in the Summary of Terms and Conditions attached as Exhibit A hereto (the “Term Sheet”). The foregoing amendment will be documented as the amendment and restatement of the Existing Facility (as so amended and restated, the “Credit Facility”). You have requested that each of Citi, Barclays Bank PLC (“Barclays”), Morgan Stanley Senior Funding, Inc. (together with designated affiliates, “MS”) and Deutsche Bank AG New York Branch (“DB”, and, together with Citi, Barclays and MS, the “Commitment Parties”, “we” or “us”) agree to provide commitments under the Credit Facility. Capitalized terms used in this letter (this “Commitment Letter”) and not otherwise defined have the respective meanings given such terms in (i) the Term Sheet or (ii) the Joint Chapter 11 Plan of Reorganization of Spirit Airlines, Inc. and its Debtor Affiliates attached to the disclosure statement for the Joint Chapter 11 Plan of Reorganization ([Docket No. 270] (Exhibit G)) (without giving effect to any amendment, supplement, or modification thereto, the “Plan”).

Commitments; Conditions.

In connection with the Credit Facility, and subject to the satisfaction of the applicable conditions specified in the Term Sheet, each Commitment Party, severally and not jointly, hereby agrees to provide a commitment under the Credit Facility in an aggregate principal amount equal to the amount set forth next to such Commitment Party’s name on Exhibit B hereto (each, a “Bank Commitment” and collectively, the “Commitments”). For purposes of this Commitment Letter, (i) “Citi” means Citigroup Global Markets Inc. (“CGMI”), Citibank, N.A., Citicorp North America, Inc. and/or any of their affiliates as may be appropriate to consummate the transactions contemplated hereby and (ii) the “Arranger” means CGMI, acting in such capacity, on behalf of Citi.

The commitments and other agreements of each Commitment Party shall be several and not joint. No Commitment Party is responsible for the performance of the obligations of any other Commitment Party, and the failure of a Commitment Party to perform its obligations will not prejudice the rights or obligations of any other Commitment Party.

Information; Acknowledgments.

You represent, warrant and covenant that (a) all written information concerning Spirit and its affiliates (collectively, “you”, “your”, or the “Company”) (other than forward-looking information, financial projections, pro forma information, estimates, financial forecasts and budgets (collectively, “Projections”), and information of a general economic or industry-specific nature and information) (the “Information”) that has been or will be made available to us by you or your representatives in connection with the transactions contemplated hereby, when taken as a whole, does not or will not, when furnished, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements contained therein, not materially misleading in light of the circumstances under which such statements are made (after giving effect to all supplements and updates thereto), and (b) the Projections that have been or will be made available to us by or on behalf of you in connection with the transactions contemplated hereby have been or will be prepared in good faith based upon assumptions believed by you to be reasonable at the time prepared and at the time being furnished; it being understood that (i) the Projections are merely a prediction as to future events and are not to be viewed as facts or a guarantee of financial performance, (ii) the Projections are subject to significant uncertainties and contingencies, many of which are beyond the control of the Company, (iii) no assurance can be given that any particular Projections will be realized and (iv) actual results during the period or periods covered by any such Projections may differ significantly from the projected results and such differences may be material. You acknowledge and agree that, in issuing this Commitment Letter, each Commitment Party is using and relying on the accuracy of the Information and the Projections and has no obligation of independent verification.

You acknowledge that the Commitment Parties and their respective affiliates may be providing debt financing, equity capital or other services (including, without limitation, financial advisory services) to other companies in respect of which you may have conflicting interests. You also acknowledge that none of the Commitment Parties or their respective affiliates has any obligation to use in connection with the transactions contemplated by this Commitment Letter, or to furnish to you or your subsidiaries or affiliates, confidential information obtained by any of the Commitment Parties or their respective subsidiaries or affiliates from other persons or entities.

You further acknowledge and agree that (a) no fiduciary, advisory, or agency relationship between the Company and us is intended to be or has been created in respect of any of the transactions contemplated by this Commitment Letter, (b) we, on the one hand, and the Company, on the other hand, have an arm’s-length business relationship that does not directly or indirectly give rise to, nor do you or any of your affiliates rely on, any fiduciary duty on our part, (c) in connection therewith and with the process leading to the transactions contemplated by this Commitment Letter, we and our affiliates (as the case may be) are acting solely as a principal and not as agents or fiduciaries of the Company or any other person, (d) you are capable of evaluating and understanding, and you understand and accept, the terms, risks, and conditions of the transactions contemplated by this Commitment Letter, (e) you have consulted legal, accounting, regulatory, and tax advisors to the extent you deemed appropriate and you are not relying on us for such advice, (f) you have been advised that we and our affiliates are engaged in a broad range of transactions that may involve interests that differ from your and your affiliates’ interests, and that we and our affiliates have no obligation to disclose such interests and transactions to you or your affiliates by virtue of any fiduciary, advisory, or agency relationship, and (g) neither we nor any of our affiliates have any obligation to you or your affiliates with respect to the transactions contemplated hereby, except those obligations expressly set forth herein or in any other express writing that we have executed and delivered to you.

You further acknowledge that the Commitment Parties (or an affiliate thereof) may be full-service securities firms engaged in securities trading and brokerage activities as well as providing investment banking and other financial services. In the ordinary course of business, each such person may provide investment banking and other financial services to, and/or acquire, hold or sell, for its own accounts and the accounts of customers, equity, debt and other securities and financial instruments (including bank loans and other obligations) of you and other companies with which you may have commercial or other relationships. With respect to any securities and/or financial instruments so held by such person or any of its customers, all rights in respect of such securities and financial instruments, including any voting rights, will be exercised by the holder of the rights, in its sole discretion in accordance with applicable law. To the fullest extent permitted by law, you hereby waive and release any claims that you may have against the Commitment Parties with respect to any breach or alleged breach of any agency or fiduciary duty owed to you in connection with any aspect of any transaction contemplated by this Commitment Letter.

Indemnity; Costs and Expenses; Limitation of Liability; Settlement.

Indemnity; Costs and Expenses

You agree to indemnify and hold harmless each Commitment Party, its affiliates, permitted successors and assigns and their respective officers, directors, employees, members, agents, advisors, representatives and controlling persons (each, a “related party”) (collectively, the “Indemnified Persons” and, each individually, an “Indemnified Person”), from and against any and all losses, claims, damages, liabilities and expenses, joint or several, to which any such Indemnified Person may become subject arising out of or in connection with this Commitment Letter, the transactions contemplated hereby, or any claim, litigation, investigation or proceeding relating to any of the foregoing (any of the foregoing, a “Proceeding”), regardless of whether any such Indemnified Person is a party thereto or whether a Proceeding is brought by a third party or by you or any of your affiliates, and to reimburse each such Indemnified Person within ten (10) days after receipt of (x) a written request (together with reasonably detailed backup documentation supporting such reimbursement request) or (y) any required Bankruptcy Court approval, for the reasonable fees and reasonable and documented out-of-pocket expenses of one primary counsel for all Indemnified Persons (taken as a whole) and to the extent reasonably necessary, one local counsel for all Indemnified Persons (taken as a whole) in each relevant material jurisdiction and one regulatory counsel for all Indemnified Persons (taken as a whole) (and, solely in the case of an actual or perceived conflict of interest, one additional counsel as necessary to the Indemnified Persons actually affected by such conflict taken as a whole in each relevant material jurisdiction and one regulatory counsel, but no other third-party advisors without your prior consent (not to be unreasonably withheld, delayed, conditioned or denied), and other reasonable and documented out-of-pocket expenses incurred in connection with investigating, or defending any of the foregoing and in connection with enforcement of any provision of this Commitment Letter (excluding allocated costs of in-house counsel); provided that, the foregoing indemnity will not, as to any Indemnified Person, apply to losses, claims, damages, liabilities or expenses to the extent (i) resulting primarily from (A) the willful misconduct, bad faith or gross negligence of such Indemnified Person (as determined in a final non-appealable judgment in a court of competent jurisdiction), or (B) any dispute among Indemnified Persons (or their respective affiliates or related parties) that does not involve an act or omission by you or any of your subsidiaries (other than any claims against an arranger, administrative agent, collateral agent or other named agent in their capacity as such but subject to clause (i)(A) above) or (ii) they have resulted from any agreement governing any settlement referred to in Section 3(c) by such Indemnified Person that is effected without your prior written consent (not to be unreasonably withheld, delayed, conditioned or denied) unless there is a final, non-appealable judgment of a court of competent jurisdiction in any such Proceeding. Each Indemnified Person agrees (by accepting the benefits hereof), severally and not jointly, to refund and return any and all amounts paid by you (or on your behalf) under this Section 3 to such Indemnified Person to the extent such Indemnified Person is not entitled to payment of such amounts in accordance with the terms of this Section 3 as determined in a final non-appealable judgment in a court of competent jurisdiction.

In case any Proceeding is instituted involving any Indemnified Person for which indemnification is to be sought hereunder by such Indemnified Person, then such Indemnified Person will use commercially reasonable efforts to notify you of the commencement of any Proceeding; provided, however, that the failure to so notify you will not relieve you from any liability that you may have to such Indemnified Person pursuant to this Section 3.

In addition, you hereby agree to reimburse each Commitment Party, the Arranger, and any administrative agent or collateral agent to be appointed under the Credit Facility (or any person acting in any such capacity or similar capacity under the Existing Facility) (collectively, the “Secured Parties”) (i) to the extent you have been provided an invoice at least three (3) business days prior to the Closing Date, on the Closing Date or (ii) otherwise, within thirty (30) days after receipt of a written request (together with reasonably detailed backup documentation supporting such reimbursement request), for all reasonable and documented out-of-pocket expenses (including, without limitation, reasonable and documented out-of-pocket expenses of the Secured Parties’ due diligence investigation, consultants’ fees (to the extent any such consultant has been hired with your prior written consent) and reasonable fees, disbursements and other charges of counsel, but in the case of legal fees and expenses, limited to the reasonable fees and reasonable documented out-of-pocket expenses of one primary counsel for all of the Secured Parties, taken as a whole (which shall be Milbank LLP) and, to the extent reasonably necessary, one local counsel for all of the Secured Parties, taken as a whole, in each relevant material jurisdiction) incurred in connection with the preparation, negotiation, execution or enforcement of this Commitment Letter, the Credit Facility or the other Loan Documents.

For the avoidance of doubt, the Indemnified Persons’ rights to indemnification under this Commitment Letter shall not limit, adversely affect, or impair any rights to indemnification under the Existing Facility or the Credit Facility or otherwise.

Limitation of Liability

Notwithstanding any other provision of this Commitment Letter, no party hereto shall be liable for (i) any damages arising from the use by others of information or other materials obtained through electronic, telecommunications or other information transmission systems, except to the extent such damages have resulted from the willful misconduct, bad faith, gross negligence or material breach of such party or any of its controlled affiliates or related parties of this Commitment Letter or the Credit Facility, as determined in a final, non-appealable judgment of a court of competent jurisdiction, or (ii) any special, indirect, consequential or punitive damages arising out of or in connection with this Commitment Letter (provided that the foregoing clauses (i) and (ii) shall not limit your indemnity or reimbursement obligations to the extent set forth in this Section 3 in respect of any losses, claims, damages, liabilities and expenses incurred or paid by an Indemnified Person to a third party unaffiliated with the Commitment Parties that are otherwise required to be indemnified in accordance with this Section 3).

Settlement

You shall not be liable for any settlement of any Proceedings (or any expenses related thereto) effected without your consent (which consent shall not be unreasonably withheld, delayed, conditioned or denied, it being understood that any consent withheld in connection with any settlement not effected because it (x) does not include an unconditional release of you and your affiliates in form and substance reasonably satisfactory to you from all liability on claims that are the subject matter of such Proceedings or (y) includes any statement as to or any admission of fault, culpability or a failure to act by you or on your behalf shall be reasonable), but if settled with your written consent or if there is a final non-appealable judgment of a court of competent jurisdiction in any such Proceedings, you agree to indemnify and hold harmless each Indemnified Person from and against any and all losses, claims, damages, liabilities and expenses by reason of such settlement or judgment in accordance with the paragraphs set forth above in this Section 3 . You shall not, without the prior written consent of the applicable Indemnified Person (which consent shall not be unreasonably withheld, delayed, conditioned or

denied, it being understood that any consent withheld in connection with any settlement not effected in accordance with the succeeding clauses (a) and (b) shall be reasonable), effect any settlement of any pending or threatened Proceedings in respect of which indemnity could have been sought hereunder by such Indemnified Person unless such settlement (a) includes an unconditional release of such Indemnified Person in form and substance reasonably satisfactory to such Indemnified Person from all liability on claims that are the subject matter of such Proceedings and (b) does not include any statement as to or any admission of fault, culpability or a failure to act by or on behalf of such Indemnified Person.

Confidentiality

You agree that you will not disclose this Commitment Letter, its contents (including the Term Sheet) or the contents of any fee letter relating to the Credit Facility (“Fee Letter”) to any person without our prior written approval (or, with respect to any Fee Letter, the Arranger’s prior written approval) (in each case, which may be through electronic means), except that you may disclose (a) this Commitment Letter and the contents hereof and thereof as required by applicable law or regulation or legal, judicial or administrative proceedings or other compulsory process or as required by any governmental authority (or necessary in connection with any of the foregoing) (in which case you agree, to the extent reasonably practicable and permitted by law, promptly to inform us in writing in advance thereof), including as may be required to obtain court approval in connection with any acts or obligations to be taken pursuant to this Commitment Letter or the transactions contemplated hereby (but any such disclosure shall be subject to the limitations set forth in clause (ii) of the following sentence), (b) this Commitment Letter, the Term Sheet and the contents hereof and thereof to your subsidiaries and to your and their respective directors, officers, employees, consultants, contractors affiliates and your and their respective advisors, attorneys, accountants, independent auditors, agents and other advisors on a confidential basis, (c) the existence and contents of the Term Sheet to any rating agency, (d) the aggregate fee amounts contained herein as part of projections, pro forma information or a generic disclosure of aggregate sources and uses related to the Credit Facility to the extent customary or required in offering and marketing materials or in any public filing relating to the Credit Facility, (e) the existence of this Commitment Letter and the Credit Facility in any proxy, public filing, prospectus, offering memorandum, offering circular or other marketing materials relating to the Credit Facility and (f) this Commitment Letter, the Term Sheet and the contents hereof and thereof to the extent reasonably necessary in connection with any remedy or enforcement of any right under this Commitment Letter; provided that, except with respect to any Fee Letter, the foregoing restrictions shall cease to apply after the execution and delivery of (and shall be superseded by any corresponding provisions in) the Loan Documents, or, to the extent the Loan Documents are not executed and delivered by the parties thereto, two years after the date hereof. Notwithstanding anything to the contrary in the foregoing, in connection with seeking court approval for the Credit Facility you shall only be permitted to (i) provide unredacted copies of the Term Sheet, the Commitment Letter and any Fee Letter to (x) the Bankruptcy Court and the Office of the United States Trustee under seal or otherwise on a strictly confidential basis in connection with any motion seeking approval of the Credit Facility and (y) attorneys and advisors to the Senior Secured Noteholders and Convertible Noteholders party to the Restructuring Support Agreement on a “professional-eyes only” basis, (ii) publicly disclose the Commitment Letter with redactions reasonably requested by the Arranger and file under seal the Fee Letter, in each case, solely to the extent necessary to obtain approval of the Bankruptcy Court of the Commitment Letter and/or the Credit Facility, (iii) publicly file the Commitment Letter solely to the extent necessary in order to comply with any public disclosure requirements under the applicable rules of the Securities and Exchange Commission and (iv) publicly disclose all fees and expenses payable hereunder and under any Fee Letter on an aggregate basis with the other fees and expenses payable by you in connection with the Credit Facility (including legal, professional and advisory and other out of pocket fees and expenses), with no breakdown of such fees and expenses by category.

Each Commitment Party agrees to keep confidential, and not to publish, disclose or otherwise divulge, confidential information with respect to the Credit Facility or obtained from or on behalf of you or your respective affiliates in the course of the transactions contemplated hereby, except that the Commitment Parties

shall be permitted to disclose such confidential information (a) to their affiliates and their and their affiliates’ respective directors, officers, agents, employees, attorneys, accountants and advisors (collectively, “Representatives”) involved in the Credit Facility on a “need to know” basis and who are made aware of and

agree to comply with the provisions of this paragraph, in each case on a confidential basis (with each Commitment Party responsible for compliance with this Section 4 by its controlled affiliates and its and those affiliates’ Representatives), (b) as required by the order of any court or administrative agency or in any pending legal, judicial or administrative proceeding, or otherwise as required by applicable law, regulation or compulsory legal process (in which case we agree to use commercially reasonable efforts to inform you promptly thereof to the extent lawfully permitted to do so (except with respect to any audit or examination conducted by bank accountants or any self-regulatory authority or governmental or regulatory authority exercising examination or regulatory authority)), (c) to the extent requested by any bank regulatory authority having jurisdiction over a Commitment Party or its affiliates (including in any audit or examination conducted by bank accountants or any self-regulatory authority or governmental or regulatory authority exercising examination or regulatory authority), (d) to the extent such information: (i) becomes publicly available other than as a result of a breach of this Commitment Letter or other confidentiality or fiduciary obligation owed by such Commitment Party to you or your affiliates or (ii) becomes available to any of the Commitment Parties on a non-confidential basis from a source other than you or on your behalf that, to such Commitment Party’s knowledge, is not in violation of any confidentiality obligation owed to you or your affiliates, (e) to the extent you shall have consented to such disclosure in writing (which may include through electronic means), (f) as is necessary in protecting and enforcing the Commitment Parties’ rights with respect to this Commitment Letter, the transactions contemplated hereby, or the Existing Facility, (g) for purposes of establishing any defense available under applicable laws, including, without limitation, establishing a “due diligence” defense, (h) to the extent independently developed by such Commitment Party or its affiliates or its or those affiliates’ Representatives without reliance on confidential information, (i) with respect to the existence and contents of the Commitment Letter and the Term Sheet, to prospective credit insurance providers, market or data collectors or similar service providers in connection with the arrangement, administration or management of the Credit Facility and to industry trade organizations where such information with respect to the Credit Facility is customarily included in league table measurements or (j) to any actual or prospective Lender, participant or direct or indirect contractual counterparties to any swap or derivative transaction relating to the Borrower or any of its subsidiaries or its or their respective obligations under the Credit Facility, in each case, who are advised of the confidential nature of such information and agree to keep such information confidential. The Commitment Parties’ and their respective affiliates’, if any, obligations under this paragraph shall terminate automatically to the extent superseded by the confidentiality provision in the Loan Documents upon the effectiveness thereof and, in any event, will terminate no later than two years from the date hereof. For the avoidance of doubt, nothing herein prohibits any individual from communicating or disclosing information regarding suspected violation of laws, rules, or regulations to a governmental, regulatory, or self-regulatory authority without any notification to any person.

Patriot Act.

We hereby notify you that pursuant to the requirements of the USA PATRIOT Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001) (the “Patriot Act”)) and the requirements of 31 C.F.R. § 1010.230 (the “Beneficial Ownership Regulation”), we and each of the Commitment Parties may be required to obtain, verify and record information that identifies the Borrower and each Guarantor, which information may include its name and address and other information that will allow us and each of the Commitment Parties to identify the Borrower and each Guarantor in accordance with the Patriot Act or the Beneficial Ownership Regulation, as applicable. This notice is given in accordance with the requirements of the Patriot Act and is effective for us and each of the Commitment Parties.

Governing Law, Etc.

This Commitment Letter shall be governed by, and construed in accordance with, the law of the State of New York, without regard to conflicts of law principles that would result in the application of any law other than the law of the State of New York. Any action brought in connection with this Commitment Letter shall be brought in the U.S. Bankruptcy Court for the Southern District of New York (the “Bankruptcy Court”) and any appellate court thereof. We and the Company hereby irrevocably consent to the jurisdiction of the Bankruptcy Court and waive any objections as to venue or inconvenient forum. In the event that the Bankruptcy Court lacks or abstains from exercising its jurisdiction, any action brought in connection with this Commitment Letter shall be brought in the federal or state courts located in the City of New York, Borough of Manhattan, and we and the Company hereby irrevocably consent to the jurisdiction of such courts for purposes of this Commitment Letter and waive any objections as to venue or inconvenient forum. Each party hereto hereby irrevocably agrees to waive (TO THE EXTENT PERMITTED BY APPLICABLE LAW) trial by jury in any suit, action, proceeding, claim, or counterclaim brought by or on behalf of any party related to or arising out of this COMMITMENT Letter or the performance of services hereunder OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY.

Fees.

As consideration for each Commitment Party’s agreements hereunder, you agree to pay to each Commitment Party a non-refundable fee of [***]% of the amount of such Commitment Party’s Bank Commitment, which fee will be earned and payable upon the entry of the Confirmation Order (or any prior order which approves this Commitment Letter) (collectively, the “Solution Fees”).

You agree that, once paid, the Solution Fees or any part thereof payable hereunder or under the Fee Letter shall not be refundable under any circumstances, regardless of whether the transactions or borrowings contemplated by this Commitment Letter are consummated, except as otherwise agreed in writing by you and each Commitment Party. All fees payable hereunder and under the Fee Letter shall be paid in immediately available funds in U.S. Dollars and shall not be subject to reduction by way of withholding, setoff or counterclaim or be otherwise affected by any claim or dispute related to any other matter. In addition, all fees payable hereunder shall be paid without deduction for any taxes, levies, imposts, duties, deductions, charges or withholdings imposed by any national, state or local taxing authority, or will be grossed up by you for such amounts. You agree that any Commitment Party may, in its sole discretion, share all or a portion of any of the fees payable pursuant to this Commitment Letter with any of its affiliates.

Termination.

This Commitment Letter and the Commitments will terminate automatically upon the earlier of (i) the Effective Date and (ii) the occurrence of any of the following events, unless waived in writing by the Commitment Parties within seven (7) days of its occurrence:

(i)

the Bankruptcy Court enters an order (a) denying confirmation of the Plan or any amended or modified version thereof or (b) disallowing any material provision of the Plan or any amended or modified version thereof relating to the Prepetition RCF Claims or the Credit Facility, and such order remains in effect for five (5) business days after entry of such order;

(ii)

any order confirming the Plan (or any amended or modified version thereof) is reversed, stayed, dismissed, vacated, or reconsidered or is modified or amended, in each case, in a manner that is materially inconsistent with the Term Sheet;

(iii)

the Bankruptcy Court grants relief that is materially inconsistent with (a) this Commitment Letter or the Term Sheet, (b) the Credit Facility or (c) the Plan in a manner adverse to us;

(iv)

any modification to the Plan in any respect that materially and adversely affects the Commitment Parties (including, for the avoidance of doubt, in their capacities as Existing Lenders or lenders under the Credit Facility);

(v)

if the Plan fails to provide for allowance of the Prepetition RCF Claims in a principal amount at least equal to $300,000,000, plus accrued and unpaid interest, cost, fees, expenses, and indemnities;

(vi)

the Bankruptcy Court enters an order, or any Debtor seeks or supports entry of an order, (a) appointing an examiner with expanded powers beyond those set forth in sections 1106(a)(3) and (4) of the Bankruptcy Code or a trustee in any of the Chapter 11 Cases, (b) providing for the Bankruptcy Court’s abstention from hearing any of the Chapter 11 Cases, (c) dismissing any of the Chapter 11 Cases, or (d) converting any of the Chapter 11 Cases to cases under Chapter 7 of the Bankruptcy Code;

(vii)

the issuance by any governmental authority, including any regulatory authority or court of competent jurisdiction, of any final, non-appealable ruling or order that (i) prohibits the consummation of the Plan or any amended or modified version thereof or a material portion of the transactions contemplated by any such plan or the Credit Facility and (ii) remains in effect for ten (10) business days after Spirit receives written notice of such issuance;

(viii)

the occurrence of any “Event of Default” under and as defined in the Existing Facility (other than arising from a default of a kind specified in Section 365(b)(2) of the Bankruptcy Code);

(ix)

material breach by any of the Debtors of the order entered at [ECF No. 80] in the Chapter 11 Cases (as such order may be superseded by a final order reasonably acceptable to the Commitment Parties);

(x)

Spirit does not make an election under Section 1110(a) of the Bankruptcy Code to perform its obligations under the Existing Facility within 60 days of the filing of the initial Chapter 11 Case that has been authorized by an order of the Bankruptcy Court in form and substance reasonably satisfactory to the Commitment Parties;

(xi)

the Bankruptcy Court has not entered an order, in form and substance reasonably satisfactory to the Commitment Parties, approving the Commitment Letter (including, for the avoidance of doubt, the Solution Fees) and the Fee Letter by the time of entry of a Confirmation Order;

(xii)

any Debtor seeks to incur, or incurs, any liens on or security interests in any collateral securing the Prepetition RCF Claims, to the extent such liens or security interests are senior to or pari passu with any liens or security interests securing the Existing Facility;

(xiii)

the Restructuring Support Agreement is validly terminated;

(xiv)

the Company files or supports another party in filing a motion or pleading (i) challenging the amount, validity, or priority of any Prepetition RCF Claims or (ii) asserting (or seeking standing to assert) any purported claims against any Indemnified Person, which event remains uncured for ten (10) days after Spirit receives written notice of such event;

(xv)

February 17, 2025, to the extent that the Bankruptcy Court has not entered a Confirmation Order with respect to the Plan in form and substance reasonably satisfactory to the Commitment Parties; or

(xvi)

March 4, 2025, to the extent that the Effective Date of the Plan has not occurred (provided that such date shall be automatically extended by up to 45 days to the extent that regulatory approvals are the only outstanding condition to the Effective Date).

Miscellaneous

This Commitment Letter may be executed in any number of counterparts, each of which shall be deemed an original and all of which, when taken together, shall constitute one agreement. Delivery of an executed counterpart of a signature page of this Commitment Letter by facsimile transmission or electronic transmission (e.g., “pdf” or “tif”) shall be effective as delivery of a manually executed counterpart of this Commitment Letter. The words “execution”, “execute”, “signed”, “signature”, and words of like import in or related to this Commitment Letter or any document to be signed in connection with this Commitment Letter shall be deemed to include electronic signatures, the electronic matching of assignment terms and contract formations on electronic platforms approved by us, or the keeping of records in electronic form, each of which shall be of the same legal effect, validity, or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act. This Commitment Letter is intended to be solely for the benefit of the parties hereto and the Indemnified Persons, and is not intended to confer any benefits upon, or create any rights in favor of, any person other than the parties hereto and the Indemnified Persons.

Each Commitment Party acknowledges that it has, independently and without reliance upon the Arranger or any other Commitment Party and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Commitment Letter.

This Commitment Letter shall not be assignable by any party hereto without the prior written consent of each other party hereto (and any purported assignment without such consent shall be null and void) except that any Commitment Party may perform its responsibilities hereunder through any of its affiliates. The indemnification and expenses, jurisdiction, waiver of jury trial, service of process, venue, governing law, sharing of information, no agency or fiduciary duty, and confidentiality provisions contained herein shall remain in full force and effect regardless of whether definitive financing documentation shall be executed and delivered and notwithstanding the termination of this Commitment Letter or the Bank Commitments hereunder; provided, that your obligations under this Commitment Letter (other than (a) the confidentiality obligations, which shall terminate in accordance with their respective terms and (b) your understandings and agreements regarding no agency or fiduciary duty) shall automatically terminate and be superseded by the provisions of the Credit Facility upon the Closing Date and the payment of all amounts owed pursuant to and in accordance with this Commitment Letter.

Please indicate the Company’s acceptance of the provisions hereof by signing the enclosed copy of this Commitment Letter and returning it to the Arranger on or before 4:00 p.m. (New York City time) on January 14, 2025, at which time our agreements, including, without limitation, our Bank Commitment, hereunder (if not so accepted prior thereto) will terminate. If the Company elects to deliver this Commitment Letter by email or telecopier, please arrange for the executed original to follow by next-day courier.

	Very truly yours,

	CITIGROUP GLOBAL MARKETS INC., on behalf of Citi


	By:	/s/ Jerome Duval
	Name:	Jerome Duval
	Title:	Director