Form 8-K JETBLUE AIRWAYS CORP For: May 23

CERTAIN INFORMATION CONTAINED IN THIS EXHIBIT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT (I) IS NOT MATERIAL AND (II) IS THE TYPE OF INFORMATION THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL

Exhibit 99.1

EXECUTION VERSION

CONFIDENTIAL

May 16, 2022

Project Exchange

364-Day Senior Secured Bridge Facility

Commitment Letter

JetBlue Airways Corporation

27-01 Queens Plaza North

Long Island City, NY 11101

Attention: Ursula Hurley, Chief Financial Officer

Ladies and Gentlemen:

You have advised Goldman Sachs Bank USA (“GS Bank”), BofA Securities, Inc. (or any of its designated affiliates, “BofA Securities”), and Bank of America, N.A. (“Bank of America” and, together with GS Bank and any other Commitment Parties appointed as described in the third paragraph of Section 2 below, the “Commitment Parties”, “us” or “we”) that you intend to acquire, directly or indirectly, Spirit Airlines (as defined on Exhibit A hereto) and consummate the other transactions described on Exhibit A hereto. Capitalized terms used but not otherwise defined herein are used with the meaning ascribed to such terms in the Exhibits hereto, as applicable.

In connection with the Transactions, each of GS Bank and Bank of America (each, an “Initial Lender” and, together with any other Initial Lenders appointed as described in the third paragraph of Section 2 below, the “Initial Lenders”) hereby commits, severally and not jointly, to provide the percentage of the entire principal amount of the Bridge Facility (as defined on Exhibit A hereto) as set forth opposite its name on Schedule 1 hereto (as such schedule may be amended or supplemented in accordance with the terms of this Commitment Letter) (i) upon the terms set forth or referred to in this letter, the Transaction Summary attached as Exhibit A hereto and the Summary of Terms and Conditions attached as Exhibit B hereto and (ii) the initial funding of which is subject only to the conditions set forth on Exhibit C hereto (such Exhibits A through C, including the annexes thereto, the “Term Sheets” and together with this letter, this “Commitment Letter”).

It is agreed that each of GS Bank and BofA Securities will act as joint global coordinators and will perform the duties customarily associated with such role and, together with any other Lead Arrangers appointed as described below, will act as joint lead arrangers and joint bookrunners for the Bridge Facility (acting in such capacities and, together with any other lead arrangers or bookrunners appointed as described below, the “Lead Arrangers”) and will perform the duties customarily associated with such roles. It is further agreed that GS Bank will act as sole administrative agent and sole collateral agent for the Bridge Facility and will perform the duties customarily associated with such role.

Except as set forth below, you agree that no other coordinators, agents, co-agents, lead arrangers, bookrunners, managers or arrangers will be appointed, no other titles will be awarded and no compensation (other than that expressly contemplated in this Commitment Letter and the Fee Letter dated the date hereof and delivered in connection herewith (the “Fee Letter”)) will be paid in connection with the Bridge Facility (other than customary structuring fees as agreed in writing) unless you and we shall so reasonably agree.

Notwithstanding the foregoing, you may, on or prior to the date which is 15 business days from the date of your execution of this Commitment Letter, appoint up to 10 additional agents, co-agents, lead arrangers, bookrunners, managers or arrangers (any such agent, co-agent, lead arranger, bookrunner, manager or arranger, an “Additional Agent”) or confer other titles in respect of the Bridge Facility in a manner and with economics determined by you in consultation with the Lead Arrangers; provided that you may not allocate more than 50% in the aggregate of the commitments hereunder with respect to the Bridge Facility to such Additional Agents, if any (it being understood that, (x) each such Additional Agent (or its affiliate) shall assume a proportion of the commitments with respect to the Bridge Facility that is equal to the proportion of the economics allocated to such Additional Agent (or its affiliates) from each Commitment Party (it being understood and agreed that any such assumption shall reduce the commitments of the other Initial Lenders on a ratable basis; provided that neither GS Bank’s nor Bank of America’s commitments hereunder will be reduced below 25%) and Schedule 1 shall be amended accordingly, (y) to the extent you appoint an Additional Agent, the economics allocated to, and the commitment amount of, the relevant Commitment Party and Initial Lender in respect of the Bridge Facility will be proportionately reduced by the amount of the economics allocated to, and the commitment amount of, such Additional Agent (or its affiliate) (it being understood and agreed that any such assumption shall reduce the commitments of the other Initial Lenders on a ratable basis; provided that neither GS Bank’s nor Bank of America’s commitments hereunder will be reduced below 25%), in each case upon the execution and delivery by such Additional Agent of customary joinder documentation reasonably acceptable to you and us and, thereafter, such Additional Agent shall constitute a “Commitment Party,” an “Initial Lender” and/or a “Lead Arranger,” as applicable, under this Commitment Letter and under the Fee Letter and (z) after giving effect to preceding clauses (x) and (y), no Additional Agent will be entitled to a percentage of economics that is greater than the percentage of either GS Bank or Bank of America). It is understood and agreed that (a) GS Bank will have “left” placement in any marketing materials or other documentation used in connection with the Bridge Facility, and in each case having the roles and responsibilities customarily associated with such name placement, (b) BofA Securities shall appear immediately to the right of GS Bank in any marketing materials or other documentation used in connection with the Bridge Facility and (c) the other agents (or their affiliates, as applicable) for the Bridge Facility appointed as described above will be listed in any marketing materials or other documentation used in connection with the Bridge Facility in an order determined by you in consultation with the Commitment Parties.

We intend to syndicate the Bridge Facility to a group of lenders identified by us in consultation with you and reasonably acceptable to you (together with the Initial Lenders, the “Bridge Lenders”); it being understood that we will not syndicate to those persons that are (i) identified by you by name in writing to us prior to your execution of this Commitment Letter, (ii) airlines, commercial air freight carriers, air freight forwarders or entities engaged in the business of parcel transport by air or (iii) an affiliate of any person described in clause (i) or (ii) identified by you by name in writing to us prior to your execution of this Commitment Letter (or, if after the Acquisition Funding Date, to the Administrative Agent) or that is reasonably identifiable as an affiliate of such person on the basis of such affiliate’s name (other than, in the case of persons described in clause (ii), any affiliate of such person as a result of common control by a

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governmental authority or instrumentality thereof, any affiliate of such person under common control with such person which affiliate is not actively involved in the management and/or operations of such person and any affiliate that is a bona fide debt fund) (any such persons, collectively “Disqualified Institutions”); provided, that no such identification provided to us (or the Administrative Agent) after the date of this Commitment Letter shall apply retroactively to disqualify any person that has acquired an allocation, assignment or participation interest in the loans or commitments under the Bridge Facility prior to such identification. Notwithstanding anything in this Commitment Letter, the Fee Letter, the Bridge Facility Documentation or any other letter agreement or other undertaking concerning the financing of the transactions contemplated hereby to the contrary and notwithstanding any syndication, assignment or other transfer by any Initial Lender, (a) no Initial Lender shall be relieved, released or novated from its obligations hereunder (including its obligation to fund its applicable percentage of the Bridge Facility on the Acquisition Funding Date) in connection with any syndication, assignment or other transfer until after the initial funding of the Bridge Facility on the Acquisition Funding Date (other than (x) assignments from Goldman Sachs Bank USA to Goldman Sachs Lending Partners LLC or (y) in connection with any assignment to an Additional Agent, upon designation of such Additional Agent as an Initial Lender pursuant to the third paragraph of Section 2 above, to the extent of the amount allocated to such Additional Agent), (b) no such syndication, assignment or other transfer shall become effective with respect to any portion of the Initial Lenders’ commitments in respect of the Bridge Facility until the initial funding of the Bridge Facility on the Acquisition Funding Date (other than (x) assignments from Goldman Sachs Bank USA to Goldman Sachs Lending Partners LLC or (y) in connection with any assignment to an Additional Agent, upon designation of such Additional Agent as an Initial Lender pursuant to the third paragraph of Section 2 above, to the extent of the amount allocated to such Additional Agent)), and (c) unless you agree in writing, each Initial Lender shall retain exclusive control over all rights and obligations with respect to its commitments in respect of the Bridge Facility, including all rights with respect to consents, waivers, modifications, supplements and amendments, until the Acquisition Funding Date has occurred (other than in connection with any assignment to an Additional Agent, upon designation of such Additional Agent as an Initial Lender pursuant to the third paragraph of Section 2 above, to the extent of the amount allocated to such Additional Agent).

The Lead Arrangers intend to commence syndication efforts promptly and from the date of your execution of this Commitment Letter until (x) the earlier to occur of (i) Successful Syndication (as defined in the Fee Letter) and (ii) the date that is 45 days after the Acquisition Funding Date (such period, the “Syndication Period”) or (y) solely in the case of clause (c) below, the date that is 45 days after the Acquisition Funding Date, you agree to assist the Lead Arrangers in completing a syndication reasonably satisfactory to the Lead Arrangers holding or affiliated with Commitment Parties holding a majority of the Bridge Loans and commitments under the Bridge Facility (or, if there are only two Lead Arrangers, each Lead Arranger, the “Majority Lead Arrangers”) and you. Such assistance shall include (a) using your commercially reasonable efforts to ensure that the syndication efforts benefit from your and your subsidiaries’ existing banking relationships, (b) facilitating direct contact between appropriate members of your senior management, on the one hand, and the proposed Bridge Lenders, on the other hand (and using your commercially reasonable efforts to ensure such contact between your non-legal advisors, on the one hand, and the proposed Bridge Lenders, on the other hand), in all cases at times and locations to be mutually agreed upon, (c) your assistance in the preparation of a customary confidential information memorandum (the “Confidential Information Memorandum”) and other customary marketing materials to be used in connection with the syndication of the Bridge Facility, (d) the hosting, with the Lead Arrangers and appropriate members of your senior management, of a single “bank” meeting (or, if you and we shall agree, a virtual meeting or conference calls in lieu of such meeting) of prospective Bridge Lenders at a time and location to be mutually agreed upon, (e) during the Syndication Period, your ensuring that there is no competing issuance or incurrence of debt securities or syndicated credit financing by or on behalf of you or your subsidiaries announced, offered, placed or arranged (other than (i) any debt securities, enhanced equipment trust

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certificates and/or loan facilities incurred or issued by the Borrower or its subsidiaries in connection with the Transactions or to refinance or replace the Bridge Facility and, in each case, arranged by the Lead Arrangers (and/or their affiliates) and/or investment banks (the “Investment Banks”) satisfactory to the Majority Lead Arrangers (any such debt securities or enhanced equipment trust certificates (together, the “Debt Securities”), or loan facilities (together with the Debt Securities, the “Takeout Debt”)), (ii) the Excluded Debt (as defined in Exhibit B), and (iii) a refinancing, renewal or extension of the Existing JetBlue Revolver (as defined in Exhibit B); provided that the aggregate commitments thereunder shall not exceed the sum of (x) the commitments under the Existing JetBlue Revolver as in effect on the date of this Commitment Letter plus (y) $450.0 million) (the Existing JetBlue Revolver as so refinanced, renewed or extended, the “Amended JetBlue Revolver”), in each case that could reasonably be expected to materially impair the primary syndication of the Bridge Facility (it being understood, for the avoidance of doubt, that Permitted Private Aircraft Financings will not be subject to the “clear market” restrictions in this clause (e)), (f) using your commercially reasonable efforts to obtain (i) to the extent an appraisal with respect to any category of the Collateral (as defined in Exhibit B) is not delivered prior to your execution of this Commitment Letter, an appraisal with respect to such category of Collateral within 90 days of your execution of this Commitment Letter, (ii) updated appraisals with respect to the Collateral for the Bridge Facility no earlier than 60 days prior to the Acquisition Funding Date, and (iii) the consent of Barclays to the Borrower’s grant of a security interest in its TrueBlue co-branded credit card agreement, and (g) using your commercially reasonable efforts to obtain public ratings for the Bridge Facility from each of Moody’s Investors Service, Inc. (“Moody’s”) and Standard & Poor’s Ratings Services (“S&P”) prior to the launch of general syndication of the Bridge Facility. Notwithstanding anything contained in this Commitment Letter, the Fee Letter, the Bridge Facility Documentation or any other letter agreement or other undertaking concerning the financing of the transactions contemplated hereby to the contrary, none of the commencement nor the completion of the syndication of the Bridge Facility or the obtaining of any appraisal, consent or rating referred to above, shall constitute a condition precedent to the availability and initial funding of the Bridge Facility.

The Lead Arrangers, in their capacity as such, will manage, in consultation with you (and subject to your consent rights set forth in the first paragraph of this Section 3), all aspects of the syndication, including decisions as to the selection of prospective Bridge Lenders (which may not be Disqualified Institutions) to be approached and when they will be approached, when the Bridge Lenders’ commitments will be accepted (subject to the first paragraph of this Section 3), which Bridge Lenders will participate, the allocation of the commitments among the Lenders and the amount and distribution of fees among the Bridge Lenders.

You acknowledge that (a) the Lead Arrangers will make available an information package and presentation to the proposed syndicate of Bridge Lenders by posting the information package and presentation on IntraLinks, Debtdomain, SyndTrak or another similar electronic system, in each case subject to a standard “click through” or similar confidentiality arrangements substantially consistent with the second paragraph set forth in Section 9 hereof, and (b) certain of the prospective Bridge Lenders may be “public side” Bridge Lenders (i.e., Bridge Lenders that have personnel who do not wish to receive material non-public information within the meaning of the United States federal securities laws (“MNPI”) with respect to you, Spirit Airlines, your or its respective affiliates, or the respective securities of any of the foregoing or the Acquisition (each, a “Public Lender” and, collectively, the “Public Lenders”)). At the request of the Lead Arrangers, you agree to assist us in preparing an additional version of the information package and presentation consisting exclusively of information and documentation with respect to you, Spirit Airlines, your or its respective affiliates, the respective securities of any of the foregoing and the Acquisition that is either publicly available or not material with respect to you, Spirit Airlines, your or its respective affiliates or the securities of any of the foregoing or the Acquisition for purposes of United States federal and state securities laws (the “Public Package”). It is understood that in connection with your assistance described above, customary authorization letters will be included in the Confidential Information Memorandum that

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authorize the distribution of the Confidential Information Memorandum and the Public Package to prospective Bridge Lenders, confirm that the Public Package does not include MNPI about you, Spirit Airlines, any of your or its respective affiliates, the securities of any of the foregoing or the Acquisition, contain customary disclaimers and includes a representation substantially consistent with the representation referred to in Section 4 hereof, and the Public Package will contain customary language exculpating you (without limitation of your indemnification obligations under Section 7 hereof), Spirit Airlines, any of your or its respective affiliates and the Commitment Parties and their respective affiliates, with respect to any liability related to the use of the contents of the Public Package. You acknowledge and agree that, in addition to the Public Package, the following documents may be distributed to all prospective Bridge Lenders (other than Disqualified Institutions), including prospective Public Lenders (except to the extent you notify us to the contrary prior to the distribution and provided that you have been given a reasonable opportunity to review such documents and comply with United States Securities and Exchange Commission disclosure obligations): (i) the Term Sheets, (ii) drafts and final definitive documentation with respect to the Bridge Facility, (iii) administrative materials prepared by the Lead Arrangers for prospective Bridge Lenders (such as Bridge Lender meeting invitations, allocations and funding and closing memoranda) and (iv) notifications of changes in the terms of the Bridge Facility. You also agree, at our request, to designate (or, in the case of information relating to Spirit Airlines or its affiliates, use commercially reasonable efforts to designate) information to be distributed to the Public Lenders by clearly and conspicuously designating the same as “PUBLIC”. All information that is not specifically designated as “PUBLIC” (including the Projections) shall be treated as being suitable only for posting to Bridge Lenders that are not Public Lenders. By designating such materials “PUBLIC” you shall be deemed to have authorized the Commitment Parties and the prospective Bridge Lenders to treat such materials as not containing MNPI.

For the avoidance of doubt, nothing contained in this Commitment Letter shall require you to provide any information to the extent that the provision thereof would violate any attorney-client privilege, law, rule or regulation, or any other obligation of confidentiality (so long as (x) in the case of a confidentiality obligation, you use commercially reasonable efforts to obtain a waiver of such confidentiality obligation and (y) you provide the Commitment Parties notice of the existence of such confidentiality obligation (but solely if providing such notice would not violate such confidentiality obligation)) binding on you, Spirit Airlines or your or their respective affiliates (in the event that you do not provide information pursuant to any attorney-client privilege, the representation and warranty made by you with respect to information in Section 4 shall not be affected in any way by your decision not to provide such information).

You hereby represent and warrant that (prior to the Acquisition Funding Date, with respect to information relating to Spirit Airlines and its subsidiaries, to your knowledge) (a) all written information concerning you, Spirit Airlines and your and its respective subsidiaries, other than any estimates, forecasts, projections and other forward looking information with respect to you, Spirit Airlines and your and its respective subsidiaries delivered pursuant to the Commitment Letter in connection with the Acquisition and the preparation of the Confidential Information Memorandum (the “Projections”) and information of a general economic or industry-specific nature, that has been or will be made available to any of us by you, or any of your representatives on your behalf in connection with the Transactions (the “Information”), 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 from time to time) and (b) the Projections have been or will be prepared in good faith based upon assumptions believed by the preparer thereof to be reasonable at the time furnished (it being recognized by the Commitment Parties that such Projections are not to be viewed as facts and are subject to significant uncertainties and contingencies many of which are beyond your control, that no assurance

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can be given that any particular financial projections will be realized, that actual results may differ from projected results and that such differences may be material). You agree that if, at any time prior to the later of the expiration of the Syndication Period and the Acquisition Funding Date, you become aware that any of the representations in the preceding sentence would be incorrect in any material respect if the Information or the Projections were being furnished and such representations were being made at such time, you will (or prior to the Acquisition Funding Date with respect to Information and Projections concerning Spirit Airlines and its subsidiaries, you will use commercially reasonable efforts to) supplement the Information and the Projections so that the representations in the preceding sentence remain true (or, prior to the Acquisition Funding Date, to your knowledge with respect to information relating to Spirit Airlines and its subsidiaries) in all material respects. You understand that in arranging and syndicating the Bridge Facility we may use and rely on the Information and the Projections without independent verification thereof, and we do not assume responsibilities for the accuracy or completeness of the Information or the Projections.

As consideration for the commitments and agreements of the Commitment Parties hereunder, you agree to pay or cause to be paid the fees and other amounts described in the Fee Letter on the terms and subject to the conditions set forth therein.

Notwithstanding anything in this Commitment Letter, the Fee Letter, the Bridge Facility Documentation or any other letter agreement or other undertaking concerning the financing of the transactions contemplated hereby to the contrary, (a) the only representations, the accuracy of which shall be a condition to the availability and initial funding of the Bridge Facility on the Acquisition Funding Date shall be the Specified Representations (as defined below), (b) the terms of the Bridge Facility Documentation shall be in a form such that they do not impair the availability of the Bridge Facility on the Acquisition Funding Date if the conditions set forth on Exhibit C hereto are satisfied or waived by the applicable Lead Arrangers, it being understood and agreed that, to the extent any Collateral (including the creation or perfection of any security interest) is not or cannot be provided on the Acquisition Funding Date (other than a lien on Collateral that may be perfected by the filing of a financing statement under the Uniform Commercial Code, the filing of documentation with the Federal Aviation Administration (the “FAA”) and/or the filing or registering interests with the Cape Town International Registry) after your use of commercially reasonable efforts to do so without undue burden or expense, then the provision and/or perfection of such Collateral shall not constitute a condition precedent to the availability and initial funding of the Bridge Facility on the Acquisition Funding Date but may instead be delivered and/or perfected within 90 days (or, in each case, such longer period as the Administrative Agent may agree in its reasonable discretion) after the Acquisition Funding Date, and (c) the only conditions (express or implied) to the availability of the Bridge Facility on the Acquisition Funding Date are those expressly set forth on Exhibit C hereto, and such conditions shall be subject in all respects to the provisions of this paragraph. As used herein, the “Specified Representations” shall mean the representations and warranties set forth in the Bridge Facility Documentation made with respect to the Borrower and the Guarantors relating to: organizational existence; organizational power and authority (as it relates to due authorization, execution and delivery of the Bridge Facility Documentation); due authorization, execution and delivery of the Bridge Facility Documentation, and enforceability, in each case, as it relates to entering into and performance under the Bridge Facility Documentation; solvency on the Acquisition Funding Date (after giving effect to the Transactions) of the Borrower and its subsidiaries taken as a whole (solvency for the purposes of such representation and warranty to be determined in a manner consistent with the manner in which solvency is defined in the solvency certificate in the form set forth in Annex I to Exhibit C hereto); no conflicts of the Bridge Facility Documentation with charter documents, the Existing JetBlue Revolver or documents governing other indebtedness for borrowed money of the Borrower and the Guarantors in an aggregate principal amount

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exceeding $250.0 million for all such indebtedness; Federal Reserve margin regulations; the Investment Company Act; use of proceeds not in violation of the PATRIOT Act, FCPA and OFAC; and, subject to the limitations set forth in clause (b) of the first sentence of this paragraph, the validity and perfection of security interests with respect to the Collateral (subject to security interests and liens permitted under the Bridge Facility Documentation). This paragraph, and the provisions contained herein, are referred to in this Commitment Letter as the “Limited Conditionality Provision”.

You agree (a) to indemnify and hold harmless each of the Commitment Parties, their respective affiliates and controlling persons and their respective directors, officers, employees, partners, agents, advisors and other representatives (each, a “Protected Person”) from and against any and all losses, claims, damages and liabilities to which any such Protected Person may become subject arising out of or in connection with this Commitment Letter, the Fee Letter, the Bridge Facility, the use of the proceeds thereof, the Acquisition and the Transactions or any claim, litigation, investigation or proceeding relating to any of the foregoing (a “Proceeding”), regardless of whether any Protected Person is a party thereto or whether such Proceeding is brought by you, any of your affiliates or any third party, and to reimburse each Protected Person within 30 days following written demand therefor for any reasonable and documented legal or other out-of-pocket expenses incurred in connection with investigating or defending any of the foregoing (but limited, in the case of legal fees and expenses, (x) to one counsel to such Protected Person, taken as a whole, and, if reasonably necessary, one firm of local counsel in each relevant jurisdiction (which may include a single special counsel acting in multiple jurisdictions) and one FAA counsel for all Protected Persons and (y) solely in the case of an actual or potential conflict of interest, one additional counsel (and, if reasonably necessary, one firm of local counsel in each relevant jurisdiction (which may include a single special counsel acting in multiple jurisdictions) and one FAA counsel to all affected Protected Persons , taken as a whole; provided, that the foregoing indemnity will not, as to any Protected Person, apply to losses, claims, damages, liabilities or related expenses to the extent they arise from (i) the willful misconduct, bad faith, gross negligence or material breach of our obligations under this Commitment Letter or the Fee Letter, by such Protected Person (or any of its Related Parties (as defined below)), in each case as determined by a final, non-appealable judgment of a court of competent jurisdiction or (ii) any dispute not arising out of any act or omission of you or any of your subsidiaries that is brought by any Protected Person against any other Protected Person (other than any Proceeding against any Commitment Party solely in its capacity or in fulfilling its role as an administrative agent or Lead Arranger or similar role under the Bridge Facility), and (b) if the Acquisition Funding Date occurs, to reimburse each Commitment Party on the Acquisition Funding Date to the extent an invoice therefor is received by at least three business days prior to the Acquisition Funding Date or, if invoiced after such date, within 30 days thereafter, for all reasonable and documented out-of-pocket expenses (including due diligence expenses, applicable syndication expenses and travel expenses, but limited, in the case of legal fees and expenses, to the reasonable and documented fees, charges and disbursements of one counsel to the Commitment Parties, taken as a whole (and, if reasonably necessary, of one local counsel in any relevant jurisdiction (which may include a single special counsel acting in multiple jurisdictions) and one FAA counsel), incurred by the Commitment Parties in connection with the Bridge Facility and any related documentation (including this Commitment Letter, the Fee Letter and the Bridge Facility Documentation). You shall not be liable for any settlement of any Proceeding effected without your consent (which consent shall not be unreasonably withheld or delayed), but if settled with your written consent, or if there is a final judgment against an Protected Person in any such Proceeding, you agree to indemnify and hold harmless such Protected Person in the manner set forth above. You shall not, without the prior written consent of the affected Protected Person (which consent shall not be unreasonably withheld or delayed), effect any settlement of any pending or threatened Proceeding against such Protected Person in respect of which indemnity could have been sought hereunder by such Protected Person unless such settlement (a) includes an unconditional release of such Protected Person from all liability or claims that are the subject matter of such Proceeding and (b) does not include any statement as to any admission of fault or culpability.

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No Commitment Party or any Protected Person or any other party hereto shall be liable for any damages arising from the use by any person (other than such Commitment Party or Protected Person (or its Related Parties (as defined below))) of Information or other materials obtained through electronic, telecommunications or other information transmission systems, except to the extent any such damages arise from the willful misconduct, bad faith, gross negligence or material breach of our obligations under this Commitment Letter or the Fee Letter, by such Commitment Party or Protected Person (or any of its Related Parties), as applicable, in each case as determined by a final, non-appealable judgment of a court of competent jurisdiction. None of the Commitment Parties, Protected Persons, you and Spirit Airlines, or any of your or its respective affiliates or the respective directors, officers, employees, agents, advisors or other representatives of any of the foregoing shall be liable for any special, indirect, consequential or punitive damages in connection with this Commitment Letter, the Fee Letter or the Bridge Facility (including the use or intended use of the proceeds of the Bridge Facility) or the transactions contemplated hereby; provided, that nothing contained in this sentence shall limit your indemnification obligations to the extent set forth in the above paragraph to the extent such special, indirect, consequential or punitive damages are included in any third party claim in connection with which such Commitment Party or Protected Person is entitled to indemnification hereunder.

For purposes hereof, “Related Party” and “Related Parties” of an Protected Person mean any (or all, as the context may require) of such Protected Persons and its (or their) respective controlled affiliates and controlling persons and its or their respective directors, officers, employees, partners, agents, advisors and other representatives thereof involved in the negotiation or syndication of this Commitment Letter and the Bridge Facility, and in the case of agents, advisors and other representatives, to the extent acting on behalf of, or at the express instructions of, such Protected Person, affiliate or controlling persons.

Each Commitment Party, together with its respective affiliates (the “Banks”), is a full service financial firm and as such from time to time may (a) effect transactions for its own account or the account of customers, and hold long or short positions in debt or equity securities or loans of companies that may be the subject of the transactions contemplated hereby or (b) provide debt financing, equity capital, investment banking, financial advisory services, securities trading, hedging, financing and brokerage activities and financial planning and benefits counseling to other companies in respect of which you or Spirit Airlines and your and their respective subsidiaries may have conflicting interests. You acknowledge that the Banks have no obligation to use in connection with the transactions contemplated hereby, or to furnish to you, confidential information obtained from other companies or other persons. The Banks may have economic interests that conflict with those of you, the Borrower and Spirit Airlines. You acknowledge and agree that (a)(i) the arranging and other services described herein regarding the Bridge Facility are arm’s-length commercial transactions between you and your affiliates, on the one hand, and the Banks, on the other hand, (ii) you have consulted your own legal, accounting, regulatory and tax advisors to the extent you have deemed appropriate and you are not relying on the Commitment Parties for such advice and (iii) you are capable of evaluating, and understand and accept, the terms, risks and conditions of the transactions contemplated hereby; and (b) in connection with the transactions contemplated hereby, (i) each Bank has been, is, and will be acting solely as a principal and, except as otherwise expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for you or any of your affiliates and (ii) no Bank has any obligation to you or your affiliates except those obligations expressly set forth in this Commitment Letter and any other agreement with you or any of your affiliates. You further acknowledge and agree that you are responsible for making your own independent judgment with respect

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to such transactions and the process leading thereto. Please note that the Commitment Parties and their affiliates have not provided any legal, accounting, regulatory or tax advice and you are not relying on the Banks for such advice. You agree that you will not claim that the Commitment Parties or their applicable affiliates, as the case may be, have rendered advisory services of any nature or respect with respect to the financing transactions contemplated hereby, or owe a fiduciary or similar duty to you or your affiliates, in connection with the financing transactions contemplated by this Commitment Letter.

You acknowledge that the Commitment Parties and their affiliates may be providing debt financing, equity capital or other services (including, without limitation, financial advisory services) to other persons in respect of which you, the Borrower, Spirit Airlines and your and its respective affiliates may have conflicting interests regarding the transactions described herein and otherwise. None of the Commitment Parties or their affiliates will use confidential information obtained from you by virtue of the transactions contemplated by this Commitment Letter or their other relationships with you in connection with the performance by them or their affiliates of services for such other persons, and none of the Commitment Parties or their affiliates will furnish any such information to other persons, except to the extent permitted under Section 9 below. You also acknowledge that none of the Commitment Parties or their affiliates have any obligation to use in connection with the transactions contemplated by this Commitment Letter, or to furnish to you, confidential information obtained by them from other persons.

Each of the parties hereto acknowledges that GS Bank and/or its affiliates has been retained by you as financial advisor (in such capacity, a “Buy-Side Financial Advisor”) in connection with the Acquisition. Each of the parties hereto agrees to such retention, and further agrees not to assert any claim it might allege based on any actual or potential conflicts of interest that might be asserted to arise or result from the engagement of any Buy-Side Financial Advisor, on the one hand, and our and our affiliates’ relationships with you as described and referred to herein, on the other.

This Commitment Letter is entered into on the understanding that, without our prior written consent, neither this Commitment Letter nor the Fee Letter nor any of their terms or substance shall be disclosed by you, directly or indirectly, to any other person or entity, except (a) your subsidiaries, Spirit Airlines and its subsidiaries and to your and their respective directors, officers, employees, affiliates, members, partners, stockholders, attorneys, accountants, independent auditors, agents and other advisors on a confidential and “need to know” basis solely in connection with the transactions contemplated hereby and who are informed of the confidential nature of such information and are or have been advised of their obligation to keep information of this type confidential (provided, that any disclosure of the Fee Letter or its contents to Spirit Airlines or its subsidiaries or their respective directors, officers, employees, affiliates, members, partners, stockholders, attorneys, accountants, independent auditors, agents or other advisors shall be redacted in a manner reasonably satisfactory to the Commitment Parties and you in respect of the amounts of fees and the “economic” flex provisions in the Fee Letter), (b) in any legal, judicial or administrative proceeding or as otherwise required by applicable law, rule or regulation or as requested by a governmental, regulatory or self-regulatory authority (in which case you agree (i) to the extent permitted by law, to inform us promptly in advance thereof and (ii) to use commercially reasonable efforts to ensure that any such information so disclosed is accorded confidential treatment), (c) to the extent reasonably necessary or advisable in connection with the exercise of any remedy or enforcement of any right under this Commitment Letter and/or the Fee Letter, (d) this Commitment Letter, including the existence and contents of this Commitment Letter (but not the contents of the Fee Letter, other than the existence thereof and the contents thereof as part of projections, pro forma information and a generic disclosure of aggregate sources and uses in marketing materials and other related disclosures) may be disclosed (i) in any syndication or other marketing materials in connection with the Bridge Facility and any applicable Takeout Debt and/or, if applicable, any prospectus or other offering memorandum relating to any applicable Takeout Debt, (ii) in

9

connection with any public filing requirement, and (iii) in any tender offer or proxy relating to the Acquisition, (e) the Term Sheets, including the existence and contents thereof (but not the Fee Letter or the contents thereof, other than the existence thereof and the aggregate amount of fees payable thereunder, as part of projections, pro forma information and a generic disclosure of aggregate sources and uses), may be disclosed to any rating agency in connection with the Transactions and (f) after your acceptance hereof, (i) this Commitment Letter and the Fee Letter, including the existence and contents thereof, may be shared with potential Additional Agents on a confidential basis and (ii) the Term Sheets, including the existence and contents thereof (but not the Fee Letter) may be disclosed (in consultation with the Lead Arrangers) to any Bridge Lenders or participants or prospective Bridge Lenders or prospective participants and, in each case, their respective directors (or equivalent managers), officers, employees, affiliates, independent auditors or other experts and advisors on a confidential basis. The foregoing restrictions shall cease to apply in respect of the existence and contents of this Commitment Letter (but not in respect of the Fee Letter and its contents) on the date that is one year following the termination of this Commitment Letter in accordance with its terms unless earlier superseded by the Bridge Facility Documentation.

The Commitment Parties shall use all information received by them in connection with the Acquisition and the related transactions solely for the purposes of providing the services or commitments, as the case may be, that are the subject of this Commitment Letter and shall treat confidentially all such information and the terms and contents of this Commitment Letter, the Fee Letter and the Bridge Facility Documentation and shall not publish, disclose or otherwise divulge such information; provided, however, that nothing herein shall prevent any Commitment Party from disclosing any such information (a) subject to the final proviso of this sentence, to any Bridge Lenders or participants or prospective Bridge Lenders or participants (in each case, other than a Disqualified Institution), (b) to the extent compelled by legal process in, or reasonably necessary to, the defense of such legal, judicial or administrative proceeding, in any legal, judicial or administrative proceeding or otherwise as required by applicable law, rule or regulation (in which case such Commitment Party shall (i) to the extent permitted by law, inform you promptly in advance thereof and (ii) use commercially reasonable efforts to ensure that any such information so disclosed is accorded confidential treatment), (c) upon the request or demand of any governmental, regulatory or self-regulatory authority having jurisdiction over such Commitment Party or its affiliates (in which case such Commitment Party shall except with respect to any audit or examination conducted by bank accountants or any governmental regulatory or self-regulatory authority exercising examination or regulatory authority (i) to the extent permitted by law, notify you promptly in advance thereof and (ii) use commercially reasonable efforts to ensure that any such information so disclosed is accorded confidential treatment), (d) to such Commitment Party’s affiliates and the directors (or equivalent managers), officers, employees, members, attorneys, accountants, independent auditors, agents or other experts and advisors of such Commitment Party and such Commitment Party’s affiliates (collectively, the “Representatives”) on a “need to know” basis solely in connection with the transactions contemplated hereby or in connection with the administration, evaluation or monitoring of the commitments of such Commitment Party hereunder and who are informed of the confidential nature of such information and are or have been advised of their obligation to keep information of this type confidential, (e) to any of its affiliates and their Representatives on a “need to know” basis solely in connection with the transactions contemplated hereby and who are informed of the confidential nature of such information and are or have been advised of their obligation to keep such information confidential; provided, such Commitment Party shall be responsible for its affiliates’ and their Representatives’ compliance with this paragraph with respect to any information provided to them by such Commitment Party; provided, further, that, unless you otherwise consent, no such disclosure shall be made by the Commitment Parties, their respective affiliates or any of its or their respective Representatives to any affiliates or Representatives that are Disqualified Institutions, (f) to the extent any such information becomes publicly available other than by reason of disclosure by such Commitment Party, its affiliates or its or their respective Representatives in breach of this Commitment Letter, (g) to the extent applicable and necessary to establish a due diligence defense, (h) subject to the final proviso of this

10

sentence, to any direct or indirect contractual counterparty to any credit default swap or similar derivative product (other than a Disqualified Institution), (i) to Moody’s or S&P in connection with obtaining a rating contemplated pursuant to this Commitment Letter and/or the Bridge Facility Documentation, as applicable, (j) in connection with the enforcement of the relevant Commitment Party’s rights hereunder, (k) to the extent such information (x) is received by a Commitment Party from a third party that is not, to such person’s knowledge, subject to confidentiality, fiduciary or other legal obligations owing to you, Spirit Airlines or any of your and its respective subsidiaries or affiliates or (y) was already in the possession of a Commitment Party or its affiliates (except to the extent received in a manner restricted by this paragraph) and/or (l) to the extent that you have consented to the relevant disclosure in writing; provided, further, that the disclosure of any such information pursuant to clauses (a) and (h) above shall be made subject to the acknowledgment and acceptance by such recipient that such information is being disseminated on a confidential basis (on substantially the terms set forth in this paragraph or as is otherwise reasonably acceptable to you and each Commitment Party, including, without limitation, as set forth in the Confidential Information Memorandum or other marketing materials) in accordance with the standard syndication processes of the Commitment Parties or market standards for dissemination of such type of information, which shall in any event require “click through” or other affirmative action on the part of the recipient to access such confidential information and acknowledge its confidentiality obligations in respect thereof. In addition, each Commitment Party may disclose the existence of the Bridge Facility and the information about the Bridge Facility to market data collectors, similar services providers to the lending industry, and service providers to the Commitment Parties in connection with the administration and management of the Bridge Facility. The provisions of this paragraph (other than with respect to the confidentiality of the Fee Letter) shall automatically terminate on the date that is one year following the date of this Commitment Letter unless earlier superseded by the Bridge Facility Documentation.

This Commitment Letter shall not be assignable by any party hereto (except as expressly contemplated under Section 2 above and other than assignments from Goldman Sachs Bank USA to Goldman Sachs Lending Partners LLC) without the prior written consent of each other party hereto (and any purported assignment without such consent shall be null and void), is intended to be solely for the benefit of the parties hereto and, to the extent expressly provided in Section 7 above, the indemnified persons and is not intended to and does not confer any benefits upon, or create any rights in favor of, any person other than the parties hereto and, to the extent expressly set forth herein, the indemnified persons. Notwithstanding the foregoing, but subject to the limitations otherwise set forth herein, each Commitment Party reserves the right to employ the services of its respective affiliates or branches in providing services contemplated hereby and to allocate, in whole or in part, to their affiliates or branches certain fees payable to such Commitment Party in such manner as such Commitment Party and its respective affiliates or branches may agree in their sole discretion and, to the extent so employed, such affiliates and branches shall be entitled to the benefits and protections afforded to, and subject to the provisions governing the conduct of, such Commitment Party hereunder. This Commitment Letter may not be amended or waived except by an instrument in writing signed by you and each Commitment Party.

The words “execution,” “signed,” “signature,” “delivery,” and words of like import in or relating to this Commitment Letter, the Fee Letter and other letter agreements entered into in connection herewith shall be deemed to include electronic signatures, deliveries 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, physical delivery thereof 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 state laws based on the Uniform Electronic Transactions Act, and the parties hereto consent to conduct the transactions

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contemplated hereunder by electronic means. This Commitment Letter may be executed in any number of counterparts, each of which shall be deemed to be an original, and all of which, when taken together, shall constitute one agreement. Delivery of an executed signature page of this Commitment Letter by electronic transmission (including “.pdf”, “.tif” or similar format) shall be effective as delivery of a manually executed counterpart hereof. Section headings used herein are for convenience of reference only, are not part of this Commitment Letter and are not to affect the construction of, or to be taken into consideration in interpreting, this Commitment Letter. This Commitment Letter, the Fee Letter and other letter agreements entered into in connection herewith are the only agreements that have been entered into among the parties hereto and you with respect to the Bridge Facility and set forth the entire understanding of the parties with respect hereto and thereto, and supersede all prior agreements and understandings related to the subject matter hereof.

This Commitment Letter, and any claim, controversy or dispute arising under or related to this Commitment Letter, whether in tort, contract (at law or in equity) or otherwise, shall be governed by, and construed and interpreted in accordance with, the laws of the State of New York without regard to conflict of law principles that would result in the application of any law other than the law of the State of New York; provided, that the interpretation of the definition of “Spirit Material Adverse Effect” (and whether or not a Spirit Material Adverse Effect has occurred) and claims or disputes arising out of any such interpretation or determination or any aspect thereof shall be governed by, and construed and interpreted in accordance with, the laws of the State of Delaware, without regard to laws that may be applicable under conflicts of laws principles (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware. EACH OF THE PARTIES HERETO IRREVOCABLY AGREES TO WAIVE, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ALL RIGHT TO TRIAL BY JURY IN ANY SUIT, ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED UPON CONTRACT, TORT OR OTHERWISE) RELATED TO OR ARISING OUT OF THE ACQUISITION, THIS COMMITMENT LETTER, THE FEE LETTER OR THE PERFORMANCE BY US OR ANY OF OUR AFFILIATES OF THE SERVICES CONTEMPLATED HEREBY OR THEREBY.

Each of the parties hereto irrevocably and unconditionally (a) submits to the exclusive jurisdiction of any state or federal court sitting in the Borough of Manhattan in the City of New York (or any appellate court therefrom) over any suit, action or proceeding arising out of or relating to this Commitment Letter, the Fee Letter, the transactions contemplated hereby or the performance of services hereunder and agrees that all claims in respect of any such suit, action or proceeding shall be heard and determined in such New York state, or to the extent permitted thereby, such federal court sitting in the Borough of Manhattan in the City of New York (or any appellate court therefrom) and (b) agrees that a final judgment in any such suit, action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit or the judgment or in any other matter provided by law. You and we agree that service of any process, summons, notice or document by registered mail addressed to such person shall be effective service of process against such person for any suit, action or proceeding brought in any such court. Each of the parties hereto hereby irrevocably and unconditionally waives any objection to the laying of venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding has been brought in an inconvenient forum.

Each of the parties hereto agrees that (i) this Commitment Letter is a binding and enforceable agreement with respect to the subject matter herein (including an obligation to negotiate in good faith) notwithstanding that the funding of the Bridge Facility is subject to the conditions specified herein, including the execution and delivery of the Bridge Facility Documentation by the parties hereto in a manner consistent with this Commitment Letter (including the applicable Bridge Documentation Principles); it being acknowledged and agreed that the commitments provided hereunder are subject only to those conditions set forth on Exhibit C hereto and (ii) the Fee Letter is a binding and enforceable agreement with respect to the subject matter therein.

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Each of the Commitment Parties hereby notifies you that, pursuant to the requirements of the USA PATRIOT Act, Title III of Pub. L. 107-56 (signed into law on October 26, 2001) (as amended, the “PATRIOT Act”) and of 31 C.F.R. § 101.230 (as amended, the “Beneficial Ownership Regulations”), it is required to obtain, verify and record information that identifies the Borrower and each Guarantor, which information includes names, addresses, tax identification numbers and other information that will allow each Bridge Lender to identify the Borrower and each Guarantor in accordance with the PATRIOT Act and the Beneficial Ownership Regulations. This notice is given in accordance with the requirements of the PATRIOT Act and the Beneficial Ownership Regulations and is effective for the Commitment Parties and each Bridge Lender.

The Fee Letter and the indemnification, limitation of liability, confidentiality (subject to the last sentence in the first and second paragraphs of Section 9 hereof), jurisdiction, governing law, sharing of information, no agency or fiduciary duty, conflict waiver, waiver of jury trial, service of process, venue submission, information and syndication provisions contained herein (including the “flex” provisions in the Fee Letter) shall remain in full force and effect regardless of whether the Bridge Facility Documentation shall be executed and delivered and notwithstanding the termination or expiration of this Commitment Letter or the commitments hereunder; provided, that your obligations under this Commitment Letter (other than (a) your obligations with respect to syndication and information, which shall survive only until the expiration of the Syndication Period (or other applicable period required by the second paragraph of Section 2), at which time such obligations shall terminate and be of no further force and effect, and (b) confidentiality of the Commitment Letter, the Fee Letter and the contents hereof and thereof) shall automatically terminate and be of no further force and effect to the extent superseded by the Bridge Facility Documentation on the Acquisition Funding Date and you shall automatically be released from all liability hereunder in connection therewith at such time. Subject to the preceding sentence, you may (upon written notice to the Initial Lenders at any time), at your option (i) terminate this Commitment Letter and the commitments hereunder in whole or (ii) terminate the commitments hereunder in part, in either case in accordance with sections “Optional Prepayments and Reductions in Commitments” and “Mandatory Prepayments and Commitment Reductions” of Exhibit B hereto.

If the foregoing correctly sets forth our agreement, please indicate your acceptance of our offer as set forth in this Commitment Letter and the Fee Letter by returning to us executed counterparts of this Commitment Letter and of the Fee Letter not later than 11:59 p.m., New York City time, on May 23, 2022. Such offer will remain available for acceptance until such time, but will automatically expire at such time if we have not received such executed counterparts in accordance with the preceding sentence. In the event that the Acquisition Funding Date does not occur on or before 11:59 p.m., New York City time, on the earliest of (a) the date which is fourteen months following the date of this Commitment Letter, as the same may be extended by two six-month additional periods (any such extension, the “Outside Date”) pending regulatory approval as described in the Offer to Purchase (as defined on Exhibit A hereto) (excluding any amendments thereto after such date) of the Acquisition, (b) the date of any public announcement by you of the abandonment of either (i) the Tender Offer unless a Merger Agreement with respect to the Acquisition shall have been entered into on or prior to such date or otherwise contemporaneously therewith or (ii) the Acquisition prior to the closing of the Acquisition, and (c) the date of the closing of the Acquisition without the use of the Bridge Facility, then this Commitment Letter and the commitments hereunder shall automatically terminate unless we shall, in our sole discretion, agree to an extension; provided, that the termination of any commitment pursuant to this sentence does not prejudice your rights and remedies in respect of any breach of this Commitment Letter that occurred prior to any such termination.

[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]

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We are pleased to have been given the opportunity to assist you in connection with this important financing.

[Project Exchange – Signature Page to Commitment Letter]

[Project Exchange – Signature Page to Commitment Letter]

SCHEDULE 1

BRIDGE FACILITY COMMITMENTS

Schedule 1

EXHIBIT A

PROJECT EXCHANGE

TRANSACTION SUMMARY

Capitalized terms used but not otherwise defined herein shall have the meanings assigned to such terms in the Commitment Letter to which this Exhibit A is attached or on Exhibits B or C (including the Annexes thereto) attached thereto, as applicable. In the case of any such capitalized term that is subject to multiple and differing definitions, the appropriate meaning thereof in this Exhibit A shall be determined by reference to the context in which it is used.

JetBlue Airways Corporation (“JetBlue”), through Sundown Acquisition Corp., a Delaware corporation and a wholly-owned domestic subsidiary of JetBlue (the “Merger Sub”), intends to acquire (the “Acquisition”) all of the issued and outstanding shares of capital stock of Spirit Airlines, Inc. (“Spirit Airlines”), all as set forth in the Offer to Purchase (as defined below). In connection therewith:

(a) Merger Sub will launch a tender offer (the “Tender Offer”) to offer to purchase all outstanding shares of Spirit Airlines common stock, par value $0.0001 per share (the “Spirit Shares”), upon the terms and subject to the conditions set forth in the offer to purchase, dated May 16, 2022 (the “Offer to Purchase”), and the related letter of transmittal;

(b) there will be validly tendered and not withdrawn on or prior to the Expiration Date (as defined in the Offer to Purchase) a number of Spirit Shares which, together with any Spirit Shares then owned by JetBlue and its subsidiaries (including Merger Sub), represents at least a majority of the total number of outstanding Spirit Shares on a fully diluted basis (the “Minimum Tender Condition”);

(c) JetBlue, Merger Sub and Spirit Airlines will enter into a definitive merger agreement, in form and substance reasonably satisfactory to the Lead Arrangers (which shall include for the avoidance of doubt customary cooperation provisions, a customary marketing period prior to the Acquisition Funding Date and the delivery of customary marketing materials for use during such marketing period) (the “Merger Agreement”) with respect to the acquisition of Spirit Airlines by JetBlue providing for a second-step merger (the “Merger”) pursuant to Section 251(h) of the General Corporation Law of the State of Delaware (the “DGCL”), with Spirit Airlines surviving as a wholly-owned subsidiary of JetBlue, without the requirement for approval of any stockholder of Spirit Airlines, to be effected promptly following the consummation of the Tender Offer (the “Merger Agreement Condition”);

(d) the Borrower will obtain the Bridge Facility as described in Exhibit B to the Commitment Letter in an aggregate principal amount equal to (or, at the option of the Borrower, an amount less than) $3,500.0 million (the “Bridge Facility”) (as such amount shall be reduced from time to time in accordance with the section entitled “Mandatory Prepayments and Commitment Reductions” in Exhibit B to the Commitment Letter);

(e) the fees, premiums, expenses and other transaction costs incurred in connection with the Transactions (the “Transaction Costs”) will be paid; and

(f) the proceeds of the Bridge Facility will be used to pay a portion of the consideration and other amounts owing in connection with the Acquisition and to pay all or a portion of the Transaction Costs.

A-1

The transactions described above in clauses (a) through (f) (inclusive) are collectively referred to as the “Transactions”. For purposes of the Commitment Letter and the Fee Letter, “Acquisition Funding Date” shall mean the date of the consummation of the Tender Offer and the satisfaction or waiver of the relevant conditions set forth on Exhibit C and the funding of the Bridge Facility.

A-2

EXHIBIT B

PROJECT EXCHANGE

364-DAY SENIOR SECURED BRIDGE FACILITY

SUMMARY OF TERMS AND CONDITIONS

Set forth below is a summary of the principal terms and conditions for the commitments under the Bridge Facility (the “Bridge Facility Commitments” and the loans thereunder, the “Bridge Loans”) to be provided pursuant to the Commitment Letter to which this Exhibit B is attached. Capitalized terms used but not otherwise defined herein shall have the meanings assigned to such terms in the Commitment Letter to which this Exhibit B is attached or on Exhibits A or C (including the Annexes hereto and thereto) attached thereto, as applicable. In the case of any such capitalized term that is subject to multiple and differing definitions, the appropriate meaning thereof in this Exhibit B shall be determined by reference to the context in which it is used.

B-1

B-2

B-3

B-4

B-5

B-6

B-7

B-8

B-9

B-10

B-11

B-12

B-13

ANNEX I TO EXHIBIT B

INTEREST AND CERTAIN FEES

Annex I-1

Annex I-2

ANNEX II TO EXHIBIT B

SPECIFIED COLLATERAL

Prior to the Acquisition Funding Date, the Borrower shall use its commercially reasonable efforts to obtain updated appraisals (i) with respect to the Aircraft and Spare Engines, at least quarterly and (ii) with respect to all other categories of Collateral, at least semi-annually (the “Updated Appraisal Covenant”), provided, that (a) any updated appraisals with respect to Aircraft shall be performed by an Aircraft Appraiser (as defined below) and (b) any appraisal with respect to the Slots shall not include any separately valued synergy concept. If at any time prior to the Acquisition Funding Date and upon delivery of such appraisals, the Pre-Funding Collateral Ratio (as defined below) is less than [***] to 1.0 (based on the most recent appraisals), within 30 days of such calculation, the Borrower shall add assets to this Annex II so that the Pre-Funding Collateral Ratio is no less than [***] to 1.0.

The Borrower shall, at its option, be entitled to remove assets set forth in this Annex II at the times, and subject to the conditions, set forth below:

Upon the release of any asset in compliance with the conditions set forth above, such asset shall cease to constitute “Collateral”; provided, that (i) TrueBlue may not be removed from this Annex II (other than to secure Takeout Debt (provided that the proceeds from such Takeout Debt reduce the commitments under the Bridge Facility by the greater of the amount of such proceeds and the product of (a) the appraised value of TrueBlue (as set forth in the appraisal most recently delivered to the Bridge Lenders) and (b) [***] (or such other percentage as determined by the lead arrangers holding a majority of the amount (and/or commitments) being loaned or underwritten, as applicable, with respect to such Takeout Debt)) and other than TrueBlue assets that consist of miles, points and/or other units that are a medium of exchange constituting a convertible, virtual, and private currency that is tradable property and that can be sold or issued to persons under the TrueBlue program) and (ii) to the extent the Brand is part of the Collateral, TrueBlue and/or the Slots must also be included in the Collateral.

In addition, the Borrower shall be entitled to add assets to this Annex II; provided, that (i) such additional asset shall be (A) new Airbus family aircraft, existing Airbus family aircraft as agreed between the Lead Arrangers and the Borrower or spare engines or (B) any other asset with the consent of the Lead Arrangers (not to be unreasonably withheld or delayed), and (ii) the addition of spare engines will be subject to the provision of updated appraisals for such spare engines. The “advance rates” applicable to assets added to this Annex II shall be as agreed between the Lead Arrangers and the Borrower, but shall not be less than the applicable rate set forth below for such category of asset under “Pre-Funding Collateral Removal Advance Rates”.

Annex II-2

“Aircraft Appraiser” shall mean (i) MBA, (ii) IBA, (iii) Ascend or (iv) any other independent appraisal firm appointed by the Borrower and reasonably satisfactory to the Administrative Agent.

“Pre-Funding Collateral Ratio” shall mean, as of any date of determination, the ratio of (i) the sum of the appraised values (as set forth in the appraisals described in clause (i) or (ii) of the definition of Updated Appraisal Covenant above, as applicable) of each type of Collateral set forth below (determined using the Pre-Funding Collateral Removal Advance Rates) to (ii) the outstanding aggregate commitments under the Bridge Facility on the date of such removal.

Pre-Funding Collateral Removal

Advance Rates:

Annex II-3

EXHIBIT C

CONDITIONS

The availability and funding of the Bridge Facility on the Acquisition Funding Date shall be subject only to the satisfaction (or waiver by the Initial Lenders) of the following conditions. Capitalized terms used but not otherwise defined herein have the meanings assigned to such terms in the Commitment Letter to which this Exhibit C is attached or in Exhibits A and B (including the Annexes thereto) attached thereto, as applicable. In the case of any such capitalized term that is subject to multiple and differing definitions, the appropriate meaning thereof in this Exhibit C shall be determined by reference to the context in which it is used.

(a) customary closing certificates with respect to the Loan Parties on the Acquisition Funding Date, good standing certificates (or local equivalent) from the jurisdiction of organization of each Loan Party on the Acquisition Funding Date and dated as of a recent date, a notice of borrowing and customary legal opinions with respect to the Loan Parties on the Acquisition Funding Date;

(b) a solvency certificate from the chief financial officer (or other officer with reasonably equivalent responsibilities) of the Borrower substantially in the form attached hereto as Annex I; and

(c) documents and instruments required to be delivered (subject to the Limited Conditionality Provision) necessary to establish that the Collateral Agent will have perfected first priority security interests (subject to permitted prior liens and security interests permitted under the Bridge Facility Documentation) in the Collateral.

Exhibit C-2

Exhibit C-3

ANNEX I TO EXHIBIT C

FORM OF SOLVENCY CERTIFICATE

[•], 202[      ]

This Solvency Certificate is being executed and delivered pursuant to Section [•] of that certain [•]¹ (as amended, restated, amended and restated, extended, supplemented or otherwise modified from time to time, the “Credit Agreement”; the terms defined therein being used herein as therein defined).

I, [•], the [Chief Financial Officer/financial officer] of the Borrower, in such capacity and not in an individual capacity, hereby certify that as of the date hereof, after giving effect to the Transactions and the incurrence of the indebtedness and obligations being incurred in connection with the Credit Agreement and the Transactions:

For the purposes hereof, the amount of any contingent liability at any time shall be computed as the amount that, in light of all of the facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual or matured liability.

[Remainder of page intentionally left blank]

Annex I-1

IN WITNESS WHEREOF, I have executed this Solvency Certificate in my capacity as [Chief Financial Officer/financial officer] of the Borrower, on behalf of the Borrower, and not individually, as of the date first written above.

Annex I-2