Second Supplemental Indenture, dated as of November 25, 2024, among Spirit IP Cayman Ltd., Spirit Loyalty Cayman Ltd., the guarantors named therein and Wilmington Trust, National Association, as trustee

Second Supplemental Indenture (this “Supplemental Indenture”), dated as of November 25, 2024, among (i) Spirit IP Cayman Ltd. (“Brand Issuer”) and Spirit Loyalty Cayman Ltd. (“Loyalty Issuer” together with Brand Issuer, the “Co-Issuers”), (ii) Spirit Airlines, Inc., Spirit Finance Cayman 1 Ltd. and Spirit Finance Cayman 2 Ltd. (collectively, the “Guarantors”) and (iii) Wilmington Trust, National Association, as trustee (the “Trustee”).

WHEREAS, each of the Co-Issuers and the Guarantors has heretofore executed and delivered to the Trustee and Wilmington Trust, National Association, as collateral custodian, an indenture, dated as of September 17, 2020 (the “Original Indenture,” as further amended and supplemented by that First Supplemental Indenture, dated November 17, 2022, collectively, the “Indenture”), providing for the initial issuance of $850,000,000 of 8.00% Senior Secured Notes due 2025 (the “Initial Notes”), of which $340,000,000 was redeemed on May 10, 2021, and the subsequent issuance of an aggregate principal amount of $600,000,000 of Additional Notes on November 17, 2022 (the “Additional Notes,” and together with the Initial Notes, the “Existing Notes”);

WHEREAS, the Co-Issuers have authorized the execution and delivery of this Supplemental Indenture for the purpose of amending certain provisions of the Indenture;

NOW THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the parties hereto mutually covenant and agree for the equal and ratable benefit of the Holders of the Existing Notes as follows:

(i) Section 4.13(c)(xxiv) shall be amended to add the text marked in bold and delete the text marked with a strikethrough below:

(xxiv) (A) institute proceedings to be adjudicated bankrupt or insolvent, (B) institute or consent to the institution of bankruptcy, winding up or insolvency proceedings against it,

(C) file a petition seeking or consent to reorganization or relief under any applicable federal or state law relating to bankruptcy or insolvency, (AD) seek or consent to the appointment of a receiver, liquidator, provisional liquidator, assignee, trustee, sequestrator, collateral agent or any similar official for any SPV Party, (BE) make any general assignment for the benefit of any SPV Party’s creditors, (F) admit in writing its inability to pay its debts generally as they become due, or (CG) take any corporate action to approve any of the foregoing; or

(iii) Section 4.20 shall be amended to add the text marked in bold and delete the text marked with a strikethrough below

Section 4.20 Specified Organizational Documents. No Obligor shall amend, modify or waive any Special Purpose Provision in any Specified Organizational Document. No Obligor shall amend, modify or waive any other provision of any Specified Organizational Document in a manner adverse to the Holders. [Reserved].

Section 13.08 Limited Recourse; Non-Petition. Notwithstanding any other provision of this Indenture or any other document to which it may be a party, the obligations of each SPV Party from time to time and at any time hereunder are limited recourse obligations of such SPV Party and are payable solely from the assets thereof available at such time and amounts derived therefrom and following realization of the assets of such SPV Party, and application of the Proceeds (including proceeds of assets upon which a Lien was purported to be granted) thereof in accordance with this Indenture and the other Collateral Documents, all obligations of and any remaining claims against such SPV Party hereunder or in connection herewith after such realization shall be extinguished and shall not thereafter revive. No recourse shall be had against any officer, director, employee, shareholder, or incorporator of the SPV Parties, their respective Affiliates or their respective successors or assigns for any amounts payable hereunder other than any guaranty by such shareholder expressly provided in the Transaction Documents.

Notwithstanding any other provision of this Indenture, no Person may, prior to the date which is one year (or if longer, any applicable preference period) and one day after the Discharge of Senior Secured Debt Obligations, institute against, or join any other Person in instituting against, any SPV Party any insolvency or liquidation proceeding, or other proceedings under Cayman Islands, U.S. federal or state bankruptcy or similar laws. Nothing in this Section 13.08 shall preclude, or be deemed to estop, the parties hereto (i) from taking any action prior to the expiration of the aforementioned period in (A) any case or insolvency or liquidation proceeding voluntarily filed or commenced by any SPV Party or (B) any involuntary insolvency or liquidation proceeding filed or commenced by any non-affiliated Person, or (ii) from commencing against any SPV Party or any of their respective property any legal action which is not an insolvency or liquidation proceeding. It is understood that the foregoing provisions of this Section shall not (x) prevent recourse to the assets of the SPV Parties (including the Collateral) or (y) constitute a waiver, release or discharge of any Indebtedness or obligation secured hereby until all assets of SPV Parties (including the Collateral) have been realized. It is further understood that the foregoing provisions of this Section 13.08 shall not limit the right of any Person to name any SPV Party as a party defendant in any proceeding or in the exercise of any other remedy hereunder, so long as no judgment in the nature of a deficiency judgment or seeking personal liability shall be asked for or (if obtained) enforced against any such Persons.

(B) instituting or consenting to the institution of bankruptcy, to winding up or insolvency proceedings against it, or (C) filing a petition seeking or consenting to reorganization or relief under any applicable federal or state law relating to bankruptcy or insolvency, such provision is hereby deleted in its entirety.

be used in lieu of the original Supplemental Indenture and signature pages for all purposes. Signatures of the parties hereto transmitted by facsimile, PDF or other electronic transmission shall be deemed to be their original signatures for all purposes.

Name: Denise Thomas

Title: Assistant Vice President