Exhibit 10.2

Pg 1 of 49

UNITED STATES BANKRUPTCY COURT
SOUTHERN DISTRICT OF NEW YORK

ORDER (I) APPROVING THE RESTRUCTURING
TERM SHEET WITH THE IAE PARTIES, (II) AUTHORIZING AND
APPROVING ENTRY INTO THE DEFINITIVE DOCUMENTS AND GTE
AGREEMENTS, AND (III) GRANTING RELATED RELIEF

Upon the motion (the “Motion”) of Spirit Aviation Holdings, Inc. and its direct and indirect subsidiaries (collectively, the “Debtors”), each of which is a debtor and debtor in possession in the above-captioned chapter 11 cases (the “Chapter 11 Cases”), for entry of an order (this “Order”) pursuant to sections 105(a), 502, 503, 507 and 553 of the Bankruptcy Code, and Bankruptcy Rules 6004 and 9019, (a) approving the Restructuring Term Sheet attached hereto as Exhibit 1, (b) authorizing the Debtors to enter into the Restructuring Agreements (as defined in the Restructuring Term Sheet), (c) authorizing the Debtors to enter into the short-term GTE Leases (as defined in the Restructuring Term Sheet) with the applicable lessor parties, (d) approving the settlement with IAE of certain disputes and claims related to, among other things, the GTF engines employed by the Debtors and additional claims and causes of action arising out of IAE’s leasing arrangements with the Debtors, and (e) granting related relief , each as set forth more fully in the Restructuring Term Sheet, Motion and Cromer Declaration; and the Court having jurisdiction to consider the Motion and the relief requested therein pursuant to 28 U.S.C. § 1334 and the Amended

Standing Order of Reference M-431, dated January 31, 2012 (Preska, C.J.); and the Court having found that this is a core proceeding pursuant to 28 U.S.C. § 157; and the Court having found that it may enter a final order consistent with Article III of the United States Constitution; and the Court having found that venue of the Chapter 11 Cases and related proceedings being proper in this district pursuant to 28 U.S.C. §§ 1408 and 1409; and due and proper notice of the Motion having been provided to the Notice Parties, such notice having been adequate and appropriate under the circumstances, and it appearing that no other or further notice need be provided; hearing on this matter having been held before this Court on December 22, 2025 (the “Hearing”); and the Court having reviewed and considered the Motion, the Cromer Declaration and the First Day Declaration; and the Court having determined that the legal and factual bases set forth in the Motion and the Cromer Declaration and at the Hearing establish just cause for the relief granted herein; and the record of the Hearing being fully incorporated herein; and the Court having found that the relief requested in the Motion represents a sound exercise of the Debtors’ business judgment, and is in the best interests of the Debtors, their creditors, their estates, and all other parties in interest; and all objections and reservations of rights filed or asserted in respect of the Motion, if any, having been withdrawn, resolved, or overruled with prejudice; and upon all of the proceedings had before the Court; and after due deliberation and sufficient cause appearing therefor,²

IT IS HEREBY ORDERED THAT:

1.       The Motion is granted as set forth herein.

2.       The Restructuring Term Sheet, attached hereto has Exhibit 1, and all the terms and conditions thereof, and all the transactions and agreements contemplated thereby or embodied therein are hereby approved to the extent set forth in this Order, pursuant to Bankruptcy Rule 9019(a) and (a) represent a valid exercise of the Debtors’ business judgment, (b) are supported by reasonable consideration, and (c) are fair and equitable and in the best interest of the Debtors’ estates.

3.       The Debtors are authorized to (i) execute and deliver all documentation, (including, without limitation, the Restructuring Agreements (as defined in the Restructuring Term Sheet)) necessary to implement and effectuate the terms and conditions of the Restructuring Term Sheet and this Order, (ii) comply with all obligations and make all payments provided for in the Restructuring Term Sheet upon execution of the Restructuring Agreements, and (iii) take any additional actions as are reasonably necessary or appropriate to implement and effectuate the settlement and the transactions outlined in the Restructuring Term Sheet, it being the intent of this Court that the terms set forth in the Restructuring Term Sheet be approved as set forth in this Order but shall be effective and binding upon the parties thereto upon execution of the Restructuring Agreements , and the failure to specifically describe or include any provision of the Restructuring Term Sheet in the Motion or this Order shall not diminish or impair the effectiveness of such provision.

4.       Pursuant to section 363 of the Bankruptcy Code, the Debtors are authorized to enter into the Restructuring Agreements, the GTE Agreements, and any amendments and/or modifications thereto, as applicable, and in each case as described in the Restructuring Term Sheet, and all payment obligations owed by the Debtors and arising under the GTE Agreements shall, to

the extent provided for in the GTE Agreements, be entitled to administrative expense priority pursuant to sections 503 and 507 of the Bankruptcy Code.

5.       The automatic stay imposed under section 362(a) of the Bankruptcy Code, to the extent applicable, is hereby modified and lifted to permit the parties to enter into the Restructuring Agreements, the GTE Leases, and any amendments and/or modifications thereto.

6.       The GTE Leases and the Restructuring Agreements, and the other transaction instruments, agreements, and documents related thereto may be modified, amended, or supplemented by the parties thereto in a writing signed by the parties thereto, and in accordance with the terms thereof, without further order of the Court.

7.       Subject to execution of the Restructuring Agreements, and subject to paragraph 9 herein, no prepetition or postpetition payment made by the Debtors to the IAE Parties, or any setoff or application of proceeds of letters of credit by, or any lien granted to, the IAE Parties, including, without limitation, any payments or transfers made by the Debtors to the IAE Parties under any instrument or agreement by and between the Debtors and the IAE Parties, or pursuant to this Order or the Restructuring Agreements or claims (including administrative expense claims) allowed or granted under this Order shall be stayed, restrained, voidable, avoidable, or recoverable under the Bankruptcy Code or any applicable law (including, without limitation, under sections 502(d), 544, or 547 through 550 of the Bankruptcy Code or under any applicable state Uniform Voidable Transactions Act, Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act, or similar statute or common law), or subject to any contest, attack, rejection, defense, avoidance, reduction, setoff, recoupment, recharacterization, or subordination (whether equitable, contractual, or otherwise), disallowance, impairment, claim, counterclaim, cross-claim, or any other challenge

under the Bankruptcy Code, any other order of the Court or applicable law, or regulation by any person or entity.

8.       Notwithstanding any subsequent appointment of any trustee(s) under any chapter of the Bankruptcy Code, this Order and the terms and conditions of the Restructuring Term Sheet, the GTE Leases, and the Restructuring Agreements shall be binding in all respects upon, and shall inure to the benefit of, the Debtors, their estates, and their creditors, their respective affiliates, successors, and assigns, and any affected third parties, including, but not limited to, the IAE Parties, their affiliates, and subsidiaries.

9.       The Debtors agree to a settlement of all outstanding invoices with the IAE Parties through a combination of cash payment and available credits, as set forth in the Restructuring Term Sheet and described in the Motion, subject to execution of the Restructuring Agreements. Notwithstanding the foregoing, nothing herein waives the Debtors’ rights to contest claims that are subject to a bona fide dispute or any available defenses to the extent not inconsistent with the Restructuring Term Sheet, the GTE Leases, or the Restructuring Agreements.

10.       Nothing in this Order, the Restructuring Term Sheet, or the Definitive Documents shall affect any rights, claims (and any associated priority thereof), or interests that any lessor parties (or their beneficial owners or affiliated entities) (the “Lessor Parties”) who have leased aircraft equipment to Debtors that include or contain or have appurtenant thereto GTF or GTE engines (the “IAE Engines”) manufactured, or serviced by the IAE Parties may have with respect to such IAE Engines unless such rights, claims or interests are derivative of rights, claims, or interests of the Debtors that are being released or otherwise modified by the Debtors through the Restructuring Term sheet or the Definitive Documents.  For the avoidance of doubt nothing in this Article 10 shall be deemed to create any such right, claim or interest of

or for the benefit of the Lessor Parties. Additionally, (a) each of the Debtors and the IAE Parties may assert any objection and/or defenses to any such matters raised or asserted by any of the Lessor Parties and (b) nothing herein shall affect any Lessor Party’s rights under section 1110 of the Bankruptcy Code or other applicable provisions of the Bankruptcy Code.

11.       The IAE Parties shall be entitled to the protections afforded under section 363(m) of the Bankruptcy Code with respect to all of the transactions set forth in the Restructuring Term Sheet or as otherwise provided for herein.

12.       Notice of the Motion is adequate under Bankruptcy Rule 6004(a). Notwithstanding the provisions of Bankruptcy Rule 6004(h), this Order shall be immediately effective and enforceable upon its entry.

13.       The Debtors are authorized to take, or refrain from taking, any action necessary or appropriate to implement and effectuate the terms of, and the relief granted in, this Order without seeking further order of the Court.

14.       During the pendency of the Chapter 11 Cases, this Court shall retain exclusive jurisdiction over any and all matters arising from or related to the implementation, interpretation, and enforcement of this Order and the Restructuring Term Sheet.

Dated: December 23, 2025
White Plains, New York

Exhibit 1

Revised Restructuring Term Sheet

Restructuring Term Sheet

This term sheet (“Term Sheet”), dated as of To Be Written In By IAE, among International Aero Engines, LLC (“IAE LLC”), IAE International Aero Engines AG (“IAE AG” and, together with IAE LLC, collectively, the “IAE Parties” ) and Spirit Airlines, LLC (as successor to Spirit Airlines, Inc.) on behalf of itself, its subsidiaries, and Spirit Aviation Holdings, Inc., as debtors and debtors-in possession (collectively, “Spirit” and Spirit, together with the IAE Parties, collectively, the “Parties” ), contains a summary of the terms and conditions that the Parties would include in the Restructuring Agreements (as defined in Section 4.1) and the Settlement and Release Agreement for a restructuring of certain existing agreements and a settlement and release of claims related to the IAE Parties’ agreements and other arrangements with Spirit. The transactions described in this Term Sheet shall be implemented in the Chapter 11 cases filed by Spirit on August 29, 2025 (the “Chapter 11 Cases”) in the United States Bankruptcy Court for the Southern District of New York (the “Bankruptcy Court”). Capitalized terms not otherwise defined herein shall have the meanings set forth in Section 4.1.

WHEREAS, Spirit and the IAE Parties are party to a number of agreements, which include, without limitation:

This document contains proprietary information of International Aero Engines, LLC and IAE International Aero Engines AG (“IAE LLC & IAE AG”). IAE LLC & IAE AG offer the information contained in this document on the condition that you not disclose or reproduce the information to or for the benefit of any third party without IAE LLC’s & IAE AG’s written consent. Neither receipt nor possession of this document, from any source, constitutes IAE LLC’s & IAE AG’s permission. Possessing, using, copying or disclosing this document to or for the benefit of any third party without IAE LLC’s & IAE AG’s written consent may result in criminal and/or civil liability.

Spirit Term Sheet (17-December-2025) clean version for redacting(1011796623.2)
MS

WHEREAS, Spirit filed for Chapter 11 bankruptcy on November 18, 2024, and exited that Chapter 11 bankruptcy case on March 12, 2025 (the “First Spirit Bankruptcy”);

WHEREAS, Spirit assumed each of its agreements with the IAE Parties in connection with the First Spirit Bankruptcy;

WHEREAS, Spirit refiled for Chapter 11 bankruptcy, in the Chapter 11 Cases, on August 29, 2025 (the “Petition Date”);

WHEREAS, Spirit has entered into discussions with its lessors to modify certain leases, and has also taken action to reject certain leases pursuant to the protections and procedures under the Chapter 11 Cases, including without limitation rejecting certain leases for Airbus A320neo family aircraft with IAE LLC PW1100G-JM engines installed;

WHEREAS, to effectuate the settlement outlined in this Term Sheet, the Parties have entered into discussions regarding amendments to or modifications of certain agreements, including the 2013 Neo Agreement, the 2021 Neo Agreement, the Spare Engine Agreement, the 2025 Neo Special Support Agreement, the Ceo Existing Fleet FHA, and the Ceo New Fleet FHA;

WHEREAS, the Parties have further entered into discussions regarding certain new agreements, that will effectuate the settlement outlined in this Term Sheet, including the Ceo LLP Agreement, the FPA, the Thrust Lease Agreement, and the Settlement and Release Agreement; and

WHEREAS, by its execution of this Term Sheet, each Party acknowledges and agrees that under this Term Sheet and pursuant to the Restructuring contemplated by this Term Sheet, each Party is receiving (i) new value that is intended to be, and in fact is part of, a contemporaneous exchange of new value, (ii) fair value, (iii) fair, full and adequate consideration, and (iv) reasonably equivalent value for each transfer.

NOW, THEREFORE, in consideration of the mutual covenants herein contained and other good and valuable consideration, the receipt and sufficiency of which is conclusively acknowledged, the Parties agree as follows:

The effectiveness of this Term Sheet is expressly subject to and conditioned on satisfaction of each of the following conditions precedent (the date on which all of the following conditions have been met shall be referred to herein as the “Effective Date”):

The Parties agree that, subject to the satisfaction of each of the conditions precedent set forth in Article 1 above and subject to the other terms and conditions set forth herein, they shall be bound by the following agreements:

Spirit agrees to reduce its fleet of PW1100G-JM engines and Neo Aircraft and associated PW1100G-JM engines as set forth in Section 2.4 below. Exhibit A hereto lists the aircraft manufacturer’s serial numbers and the engine serial numbers of each of the seventy-eight (78) Neo Aircraft subject to leases which have been rejected by Spirit as of the date hereof. Spirit will further reduce its Neo Aircraft fleet after the date hereof in accordance with Section 2.4.1 below. All of the engines listed on Exhibit A, Exhibit A-1, and any engines removed on or prior to the Chapter 11 Plan Date are agreed to have exited the FMP effective as of October 28, 2025.

owned by Spirit with one hundred fifty-six (156) associated V2500 engines, with all other A320ceo family aircraft and associated V2500 engines in Spirit’s fleet as of the Petition Date to be removed from Spirit’s fleet by the Chapter 11 Plan Date;

provided that nothing in this Section 2.4 shall prohibit Spirit from entering into GTE Leases with respect to the GTEs (each as defined below).

The purchase obligation with respect to the New Spares is based upon an assumed fleet size of twenty-eight (28) retained Neo Aircraft as of the Chapter 11 Plan Date. If Spirit removes additional Neo Aircraft as contemplated in Section 2.3 and Section 2.4.1, then the New Spares purchase obligation shall be reduced proportionately in accordance with the methodology illustrated in Exhibit D (“Reduced Spare Count”) and the 2021 Neo Agreement shall be amended without further penalty or obligation of Spirit in respect of such reduction in Spare Engine purchase(s).

until it has completed its operational term as described in this Section 2.7; provided that a GTE Lease may be early terminated by Spirit, and the related GTE removed from Spirit’s fleet and tendered to the applicable lessor in accordance with such GTE Lease, if necessary for Neo Aircraft fleet optimization pursuant to Section 2.3 and Section 2.4.1). For the avoidance of doubt, the GTEs shall not be “FMP Eligible Engines” under the 2021 Neo Agreement.

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Exhibit E lists the FHA Engines currently covered under the Ceo Existing Fleet FHA. Spirit may elect to remove up to ten (10) of the FHA Engines listed in Exhibit E until the Chapter 11 Plan Date (“10 Exit Election”). A FHA Engine exiting the Ceo Existing Fleet FHA after completion of its term shall not count toward the 10 Exit Election. REDACTED REDACTED

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working diligently to settle such dispute and has paid all undisputed amounts. All of Spirit’s accounts referenced above must be current as of the Restructuring Agreements Effective Date, including all pre- petition invoices and disputed invoices.

Subject to Spirit’s compliance with the above conditions, IAE will provide, or cause its affiliate to provide, a serviceable lease Engine for use by Spirit in the event that (i) an Eligible Removal occurs, and (ii) Spirit’s spare GTEs and FMP Eligible Engines are unavailable due to support of another planned or unplanned shop visit, and (iii) Spirit is incurring an AOG Event. IAE shall provide the PWEL Lease Engine Support coverage described in Section 4.1.1, Section 4.1.2, and Section 4.1.4 of the Spare Engine Agreement. REDACTED REDACTED REDACTED REDACTED REDACTED REDACTED REDACTED REDACTED REDACTED REDACTED REDACTED REDACTED REDACTED REDACTED REDACTED REDACTED REDACTED REDACTED REDACTED REDACTED

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Spirit agrees that the amounts of its guarantee caps under the 2021 Neo Agreement will be reduced as follows: the Aggregate Cap (as defined in the 2021 Neo Agreement) will be reduced by REDACTED REDACTED REDACTED REDACTED for each Eligible Engine (as defined in the 2021 Neo Agreement) removed from the 2021 Neo Agreement. Additionally, all of the Eligible Engines identified in Exhibit A and Exhibit A-1 will be removed from the guarantees plan, retroactively to their EIS date.

IAE will issue Spirit the credits (“IAE LLC Credits”) in the amount and manner set forth below on the following conditions: (i) no Bankruptcy Event of Default has occurred and no other Event of Default has occurred and is continuing, provided that the occurrence and continuation of the Chapter 11 Cases shall not be deemed to be a Default, Bankruptcy Event of Default or other Event of Default, (ii) each of the Restructuring Agreements has been executed and delivered by each party thereto, (iii) each of the Definitive Agreements is in effect, and (iv) Spirit’s accounts with IAE AG, IAE LLC, PW1100G-JM Engine Leasing, LLC, and Pratt & Whitney are current and no amounts are overdue, then:

Each IAE LLC Credit shall expire thirty-six (36) months from the date such credit was issued, and upon expiration, any and all remaining unclaimed credits are null and void. Credits shall not be subject to escalation or interest.

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On (and subject to the occurrence of) the Restructuring Agreements Effective Date, Spirit agrees to settle all outstanding invoices through a combination of cash payment and available credits as set forth below. Thereafter, Spirit agrees to keep all of its accounts current in accordance with the applicable Definitive Agreement.

As of December 1, 2025, Spirit has REDACTED REDACTED REDACTED REDACTED REDACTED REDACTED REDACTED REDACTED REDACTED of outstanding invoices on its accounts with IAE AG and IAE LLC.

Spirit agrees to settle such outstanding invoices by applying REDACTED REDACTED REDACTED REDACTED REDACTED REDACTED REDACTED REDACTED of credits provided by IAE AG/ IAE LLC as specified in the table below and a cash payment to IAE AG/IAE LLC of REDACTED REDACTED REDACTED REDACTED REDACTED REDACTED REDACTED REDACTED REDACTED REDACTED REDACTED provided that the Parties hereby reserve all rights to make, and any and all defenses with respect to, claims as to the pre-petition and post-petition allocation, and priority, of the obligations relating to such outstanding invoices.

As used in this Term Sheet, the following terms shall have the following meanings:

the Ceo New Fleet FHA Amendment, the Ceo LLP Agreement, the FPA, the Thrust Lease Agreement and the Settlement and Release Agreement.

This Term Sheet is available for the Parties’ consideration until December 17, 2025. If the foregoing is acceptable to Spirit, please indicate such acceptance by having an authorized official of Spirit sign in the designated space below and return via email. After acceptance by IAE AE and IAE LLC, IAE AG and IAE LLC will return an electronic copy of the fully executed Term Sheet to Spirit. The Parties agree that facsimile, electronic, or PDF signatures will be deemed to be of the same force and effect as documents signed with a wet ink signature.

This Term Sheet may be executed in one or more counterparts, each of which will be considered an original but all of which together constitute one and the same instrument.

(Signature page follows)

IN WITNESS WHEREOF, the Parties have caused this Term Sheet to be duly executed as of the date first entered above and deem that it is executed in the State of Connecticut.

EXHIBIT A

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EXHIBIT B

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