Debt and Other Obligations

6 Months Ended

Jun. 30, 2025

Exit Revolving Credit Facility

On the Emergence Date, the Company entered into an Amended and Restated Credit and Guaranty Agreement with the lenders under its former revolving credit facility due in 2026. This agreement modified certain terms and conditions of the existing facility, resulting in a new revolving credit facility of up to $300.0 million (the “Exit Revolving Credit Facility”). Concurrently, Spirit Airlines repaid in full the outstanding balance of $300.0 million under the former revolving credit facility due in 2026.

The Exit Revolving Credit Facility is comprised of (i) commitments by the Exit RCF Lenders to provide revolving credit loans and letters of credit in an aggregate amount equal to $275.0 million (the “Exit RCF Commitments”) and (ii) an uncommitted incremental revolving credit facility in an aggregate amount up to $25.0 million. The Exit Revolving Credit Facility constitutes Spirit Airlines' senior secured obligations and is guaranteed by each of Spirit Airlines' direct and indirect subsidiaries. In addition, in connection with the Corporate Reorganization, Spirit became a guarantor under the Exit Revolving Credit Agreement. As of June 30, 2025, the Exit Revolving Credit Facility was undrawn and had available capacity of $275.0 million. The Company’s uses of the proceeds of the Exit Revolving Credit Facility shall include, among other items, working capital and other general corporate needs of the Company and its subsidiaries.

The Exit Revolving Credit Facility is secured by first-priority and second-priority security interests and liens on certain of Spirit Airlines' and its subsidiaries’ assets, including, among other things, (i) certain take-off and landing rights at LaGuardia Airport, (ii) certain eligible aircraft spare parts and ground support equipment and (iii) certain aircraft, spare engines and flight simulators. The Exit Revolving Credit Facility will mature on March 12, 2028. The revolving loans borrowed under the Exit Revolving Credit Facility will bear interest at a variable rate per annum equal to the Company's choice of (i) Adjusted Term SOFR plus 3.25% per annum or (ii) Alternate Base Rate plus 2.25% per annum. The commitment amount of $275.0 million will be reduced to $250.0 million on September 30, 2026.

The Exit Revolving Credit Facility contains customary covenants that, among other things, restrict Spirit Airlines' ability and the ability of its subsidiaries to, among other things, make restricted payments, incur additional indebtedness, create certain liens on the collateral, sell or otherwise dispose of the collateral, engage in certain transactions with affiliates and consolidate, merge, sell or otherwise dispose of all or substantially all of Spirit Airlines' and its subsidiaries’ assets. The Exit Revolving Credit Facility also requires the Company to, among other things, maintain (i) so long as any loans or letters of credit are outstanding under the Exit Revolving Credit Facility, unrestricted cash, cash equivalents, short-term investment securities and unused commitments available under all revolving credit facilities (including the Exit Revolving Credit Facility) aggregating not less than $500.0 million, of which no more than $300.0 million may be derived from unused commitments under the Exit Revolving Credit Facility, (ii) a minimum ratio of the borrowing base of the collateral under the Exit Revolving Credit Facility to outstanding obligations under the Exit Revolving Credit Facility of not less than 1.0 to 1.0 (if the Company does not meet the minimum collateral coverage ratio, it must either provide additional collateral to secure its obligations under the Exit Revolving Credit Facility or repay the loans thereunder by an amount necessary to maintain compliance with the collateral coverage ratio), and (iii) the pledged take-off and landing rights of the Company at LaGuardia Airport, a specified number of spare engines and the Company's spare parts (subject to certain exceptions) in the collateral under the Exit Revolving Credit Facility so long as any loans or letters of credit are outstanding under the Existing Revolving Credit Facility.

Exit Secured Notes

On the Effective Date, certain subsidiaries of Spirit Airlines (the “Co-Issuers”) issued $840.0 million in aggregate principal amount of PIK toggle senior secured notes due 2030 (the “2030 Notes" or the “Exit Secured Notes”). The 2030 Notes were issued in a private offering to “qualified institutional buyers” (as defined in Rule 144A under the Securities Act) and to institutional “accredited investors” (as defined in Regulation D of the Securities Act) and outside the United States to non-U.S. persons pursuant to Regulation S. The 2030 Notes are the Co-Issuers’ senior secured obligations and are guaranteed on a senior secured basis by Spirit Airlines and each of its direct and indirect subsidiaries existing on the Effective Date or subsequently acquired and/or formed subsidiaries. In addition, in connection with the Corporate Reorganization, Spirit became a guarantor of the 2030 Notes. The 2030 Notes are secured by second-priority liens on certain Exit Revolving Credit Facility priority collateral (including the collateral under the Exit Revolving Credit Facility described in Note 15 above), and a first-priority lien on all other collateral. The 2030 Notes will mature on March 12, 2030, subject to earlier repurchase or redemption in accordance with the terms of the Indenture (as defined below). The 2030 Notes bear interest, at the option of Spirit Airlines, (i) at 12.00% per annum, of which 8.00% per annum shall be payable in cash and 4.00% per annum shall be payable in-kind or (ii) at 11.00% per annum payable in cash, in each case, in arrears on a quarterly basis. Interest is calculated on the basis of a 360-day year composed of twelve 30-day months.

On or before March 12, 2027, the 2030 Notes are redeemable by the Co-Issuers, in whole or in part, at a redemption price equal to 100.00% of the principal amount of the 2030 Notes redeemed, plus a “make-whole” premium, plus accrued and unpaid interest, if any, to the date of redemption.

At any time after March 12, 2027 but on or prior to March 12, 2028, Spirit Airlines may redeem the 2030 Notes, in whole or in part, at a redemption price equal to 100% of the principal amount of the 2030 Notes redeemed, plus accrued and unpaid interest to the redemption date, plus a 6.0% premium. Thereafter, Spirit Airlines may redeem the 2030 Notes in whole or in part, at par, plus accrued and unpaid interest to the redemption date.

Notwithstanding the foregoing, (x) at any time on or prior to the date that is ninety (90) days after the Effective Date, the Co-Issuers may redeem the 2030 Notes, at their option, in whole, at a redemption price equal to 100% of the principal amount of the 2030 Notes redeemed, plus accrued and unpaid interest to the redemption date, plus an 8.0% premium and (y) upon or after the consummation of certain transactions involving acquisitions by a publicly traded airline, the Co-Issuers may redeem the 2030 Notes at their option, in whole, at a redemption price equal to 100% of the principal amount of the 2030 Notes redeemed, plus accrued and unpaid interest to the redemption date, plus an amount equal to the lesser of (A) a 4.0% premium and (B) the then-applicable redemption premium.

The 2030 Notes and guarantees were issued pursuant to an indenture by and among Spirit Airlines, the Co-Issuers, the subsidiary guarantors and Wilmington Trust, National Association, as trustee (the “Trustee”) and collateral custodian, referred to herein as the Indenture. The Indenture contains customary covenants that, among other things, restrict Spirit Airlines' ability and the ability of its subsidiaries to, among other things, make restricted payments, incur additional indebtedness, create certain liens on the collateral, sell or otherwise dispose of the collateral, engage in certain transactions with affiliates and consolidate, merge, sell or otherwise dispose of all or substantially all of Spirit Airlines' and its subsidiaries’ assets. In addition, the Indenture requires that Spirit Airlines maintain unrestricted cash, cash equivalents, short-term investment securities and unused commitments available under all revolving credit facilities (including the Exit Revolving Credit Facility) aggregating not less

than $450.0 million, of which no more than $300.0 million may be derived from unused commitments under the Exit Revolving Credit Facility.

In connection with the Corporate Reorganization, Spirit entered into a supplemental indenture, by and among the Co-Issuers, Spirit and the Trustee, to the Indenture pursuant to which Spirit guaranteed the 2030 Notes.

EETC

On March 31, 2025, the Company completed a private offering of Class B(R) Pass Through Certificates, Series 2025-1B(R) (the “Class B(R) Certificates”), in the aggregate face amount of $215 million, the proceeds of which were used to acquire new equipment notes to be issued by the Company. During the second quarter of 2025, the Company used the proceeds from the issuance to repay $43.0 million outstanding related to its existing “Series B” equipment notes issued under the 2017-1 pass through certificates, pay transaction fees, and for general corporate purposes.

The Class B(R) Certificates will represent an interest in the assets of a pass through trust (the “Class B(R) Trust”), which will hold certain newly issued equipment notes, designated as “Series B(R)” to be issued by the Company (the “Series B(R) Equipment Notes”). The Series B(R) Equipment Notes are secured by 27 Airbus A320 family aircraft originally delivered new to the Company between October 2015 and October 2018.

The Series B(R) Equipment Notes will have an interest rate of 11.00% per annum. The interest on the issued and outstanding Series B(R) Equipment Notes is payable semi-annually, and principal payments on the issued and outstanding Series B(R) Equipment Notes are scheduled for payment in certain years, and interest and principal payments on the Series B(R) Equipment Notes will be distributed to holders of the Class B(R) Certificates on each April 1 and October 1, commencing October 1, 2025, and the final distribution of the outstanding principal amount of the Series B(R) Equipment Notes to holders of the Class B(R) Certificates is expected on February 15, 2030. The Class B(R) Certificates will rank junior to the outstanding pass through certificates that were previously issued under each of the Spirit Airlines Series 2015-1 (Class A) and Series 2017-1 (Class AA and Class A) pass through certificates.

DIP Credit Agreement and Facility

On December 23, 2024, in connection with the Chapter 11 Cases, the Company entered into a Superpriority Secured Debtor In Possession Term Loan Credit and Note Purchase Agreement, (the “DIP Credit Agreement”), with Wilmington Savings Fund Society, FSB, as administrative agent and collateral agent (the “Agent”) and the creditors from time to time party thereto (collectively, the “DIP Creditors”).

Under the DIP Credit Agreement, the DIP Creditors provided an aggregate principal amount of $300.0 million (excluding fees of $9.0 million, which were paid in kind in the form of additional principal) in financing in the form of a senior secured debtor-in-possession facility (the “DIP Facility”).

As of June 30, 2025, the DIP Facility was fully repaid and terminated in connection with the Company’s emergence from the bankruptcy. As of December 31, 2024, the outstanding DIP term loan was included in current maturities of long-term debt, net of unamortized discounts, and finance leases on the Company’s consolidated balance sheets.

Liabilities Subject to Compromise

The Company's 8.00% senior secured notes, convertible notes due 2025 and convertible notes due 2026, as of the Petition Date, had been classified as “Liabilities Subject to Compromise” on the Company's consolidated balance sheets. Upon emergence from bankruptcy, the liabilities subject to compromise of $1.6 billion were canceled and the applicable agreements governing such obligations were terminated. Refer to Note 3, Emergence from Voluntary Reorganization under Chapter 11, for additional information.

Long-term debt is comprised of the following:


	Successor		Predecessor		Successor		Predecessor
	As of				As of
	June 30, 2025		December 31, 2024		June 30, 2025		December 31, 2024
	(in millions)				(weighted-average interest rates)
DIP term loan due in 2025	$	—	$	309.0	N/A		11.82	%

Fixed-rate loans due through 2039 (1)	880.2		972.2		5.24	%	6.44	%
Unsecured term loans due in 2031	136.3		136.3		2.50	%	1.00	%
Fixed-rate class A 2015-1 EETC due through 2028	223.6		234.6		4.04	%	4.10	%


Fixed-rate class AA 2017-1 EETC due through 2030	154.3		160.3		3.36	%	3.38	%
Fixed-rate class A 2017-1 EETC due through 2030	51.4		53.4		3.63	%	3.65	%
Fixed-rate class B 2017-1 EETC due through 2026	—		44.7		N/A		3.80	%

Fixed-rate class B(R) 2025 EETC due through 2030	215.0		—		11.00	%	N/A
Exit secured notes due in 2030	850.3		—		12.00	%	N/A



Revolving credit facility due in 2028	—		300.0		N/A		6.67	%
Long-term debt	$	2,511.1	$	2,210.5
Less current maturities, net (2)	121.0		436.3
Less unamortized discounts, net (2)	148.0		13.2
Total	$	2,242.1	$	1,761.0

(1) Includes obligations related to 18 aircraft recorded as failed sale leaseback transactions. Refer to Note 12, Leases for additional information.

(2) Includes deferred financing costs associated with the Company’s long-term debt, as well as the original issue discount resulting from fair value adjustments under fresh start accounting.

During the three months ended June 30, 2025, the Successor Period and the Current Predecessor Period, the Company made scheduled principal payments of $35.9 million, $42.1 million, and $25.5 million, respectively, on its outstanding debt obligations. In addition, during the Current Predecessor Period, the Company fully repaid the DIP Facility and Revolving Credit Facility in the amounts of $309.0 million and $300.0 million, respectively.

At June 30, 2025, the successor's long-term debt principal payments for the next five years and thereafter were as follows (in millions):


	June 30, 2025

Remainder of 2025	$	69.4
2026	180.9
2027	207.6
2028	390.6
2029	103.1
2030 and beyond (1)	1,737.3
Total debt principal payments	$	2,688.9

(1) Includes paid-in-kind (PIK) interest that is anticipated to accrue and be settled along with the principal repayment of the Company’s Exit Secured Notes at maturity.

Interest Expense

Successor's interest expense related to long-term debt and finance leases consists of the following (in thousands):



	Successor		Predecessor
	Three Months Ended June 30, 2025		Three Months Ended June 30, 2024
8.00% senior secured notes (1)	$	—	$	23,252
Fixed-rate term loans	11,847		17,503
Unsecured term loans	1,528		346
Class A 2015-1 EETC	2,281		2,505
Class B 2015-1 EETC	—		5

Class AA 2017-1 EETC	1,309		1,403
Class A 2017-1 EETC	472		504
Class B 2017-1 EETC	142		440
Class B(R) 2025-1 EETC (2)	5,913		—
Convertible notes (3)	—		4,432
Exit secured notes	25,480		—


Finance leases	6		9
Commitment and other fees	492		421
Amortization of deferred financing costs and fair value adjustments	12,633		3,487
Total	$	62,103	$	54,307

(1) Includes $1.1 million of accretion and $22.2 million of interest expense for the three months ended June 30, 2024.

(2) Includes $0.1 million of amortization of the discount, as well as interest expense, for the three months ended June 30, 2025.

(3) Includes $4.4 million of amortization of the discount for the convertible notes due 2026, as well as interest expense for the convertible notes due 2025 and 2026 for the three months ended June 30, 2024.


	Successor		Predecessor		Predecessor
	Period from March 13, 2025 through June 30, 2025		Period from January 1, 2025 through March 12, 2025		Six Months Ended June 30, 2024
8.00% senior secured notes (1)	$	—	$	17,753	$	46,505
Fixed-rate term loans	14,764		13,175		35,355
Unsecured term loans	1,599		265		685
Class A 2015-1 EETC	2,784		1,879		5,117
Class B 2015-1 EETC	—		—		446

Class AA 2017-1 EETC	1,582		1,036		2,823
Class A 2017-1 EETC	571		373		1,014
Class B 2017-1 EETC	228		325		885
Class B(R) 2025-1 EETC (2)	5,913		—		—
Convertible notes (3)	—		1,246		8,363
Exit secured notes	30,800		—		—
Revolving credit facilities	—		3,732		—
DIP term loan	—		6,869		—
Finance leases	8		5		17
Commitment and other fees	605		20		835
Amortization of deferred financing costs and fair value adjustments	13,026		1,004		7,069
Total	$	71,880	$	47,682	$	109,116

(1) Includes interest expense for the Predecessor Period from January 1, 2025 through March 12, 2025. Includes $2.1 million of accretion and $44.4 million of interest expense for the six months ended June 30, 2024.

(2) Includes $0.1 million of amortization of the discount, as well as interest expense, for the Successor Period from March 13, 2025 through June 30, 2025.

(3) Includes interest expense for the convertible notes due 2025 and 2026, for the 2025 Predecessor Period. Includes $8.9 million of amortization of the discount for the convertible notes due 2026, as well as interest expense for the convertible notes due 2025 and 2026, partially offset by $0.5 million of favorable mark to market adjustments for the convertible notes due 2026, for the six months ended June 30, 2024.