airt-20230602

______________________________________________________________________________

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

______________________________________________________________________________

FORM 8-K

______________________________________________________________________________

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of report (Date of earliest event reported): May 26, 2023

______________________________________________________________________________

AIR T, INC.

(Exact Name of Registrant as Specified in Charter)

______________________________________________________________________________

Delaware

001-35476

52-1206400

(State or Other Jurisdiction

of Incorporation)

(Commission

File Number)

(I.R.S. Employer

Identification No.)

5930 Balsom Ridge Road

Denver, North Carolina 28037

(Address of Principal Executive Offices, and Zip Code)

________________(828) 464-8741__________________

Registrant’s Telephone Number, Including Area Code

Not applicable___

(Former Name or Former Address, if Changed Since Last Report)

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock	AIRT	NASDAQ Global Market
Alpha Income Preferred Securities (also referred to as 8% Cumulative Capital Securities) (“AIP”)	AIRTP	NASDAQ Global Market

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):


☐			Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


☐			Pre-commencement communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


☐			Pre-commencement communication pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
			Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
☐			Emerging growth company
☐			If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

Item 1.01 Entry into a Material Definitive Agreement.

Amendment Of Old National Bank Loans

Effective May 26, 2023, Contrail Aviation Support, LLC (“CAS”) and Contrail Aviation Leasing, LLC (“CAL”), each a 79%-owned subsidiary of Air T, Inc., entered into the Fourth Amendment to Master Loan Agreement and the Amended and Restated Promissory Note Term Note G with Old National Bank (“ONB”). The purpose of the amended documents was to replace the One-Month LIBOR based interest rate with a One-Month SOFR-based rate. All other material terms of the obligations remain the same. The principal amount of the loan was $38,180,458 on the effective date of the amended documents and the applicable interest rate is now the One-Month SOFR based rate, as defined in the loan agreement, plus 3.1148%.

Effective May 26, 2023, CAS entered into the First Amendment to Supplement #8 to Master Loan Agreement, the Fifth Amendment to Supplement #2 to the Master Loan Agreement and the Fourth Amended and Restated Promissory Note Revolving Note with ONB. The purpose of the amended documents was to replace the LIBOR based interest rate with a One-Month SOFR based rate. All other material terms of the obligation remain the same. The maximum principal amount of the revolving note remains at $25,000,000 and the applicable interest rate is now the One-Month SOFR based rate, as defined in the loan agreement, plus 3.56448%.

Amendment of Park State Bank Loan Agreement

On May 26, 2023, AirCo 1, LLC, an indirect wholly-owned subsidiary of Air T, Inc., executed an Amendment to Main Street Priority Loan Facility Term Loan Agreement with Park State Bank. The Amendment replaces the Three-Month LIBOR benchmark applicable to the loan with a Three-Month SOFR based rate, which is defined as the Three-Month SOFR rate plus 3.26161%. The principal amount of the loan was $6,392,858 on the effective date of the amended agreement. The interest rate is to be determined on the 11th day of each month on the amounts that remain outstanding, commencing June 11, 2023.

The foregoing summary of the terms of the amended agreements and promissory notes are qualified in their entirety by reference to the amendments and promissory notes filed as Exhibits 10.1, 10.2, 10.3, 10.4, 10.5 and 10.6 herewith, which are incorporated herein by reference.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

To the extent required by Item 2.03 of Form 8-K, the information contained in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03.

Item 9.01 Financial Statements and Exhibits


10.1			Amended and Restated Promissory Note Term Note G executed by Contrail Aviation Support, LLC and Contrail Aviation Leasing, LLC in favor of Old National Bank dated May 26, 2023.
10.2			Fourth Amendment to Master Loan Agreement by and between Contrail Aviation Support, LLC, Contrail Aviation Leasing, LLC and Old National Bank dated May 26, 2023.
10.3			First Amendment to Supplement #8 to Master Loan Agreement between Contrail Aviation Support, LLC and Old National Bank dated May 26, 2023.
10.4			Fifth Amendment to Supplement #2 to Master Loan Agreement between Contrail Aviation Support, LLC and Old National Bank dated May 26, 2023.
10.5			Fourth Amended and Restated Promissory Note Revolving Note executed by Contrail Aviation Support, LLC in favor of Old National Bank dated May 26, 2023.
10.6			Amendment to Main Street Priority Loan Facility Term Loan Agreement by and between Airco 1, LLC and Park State Bank dated May 26, 2023.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: June 02, 2023

AIR T, INC.

By: /s/ Brian Ochocki

Brian Ochocki, Chief Financial Officer

Contrail Aviation Support, LLC, Contrail Aviation Leasing, LLC

Loan No. XXXX

May 26, 2023
Note

AMENDED AND RESTATED PROMISSORY NOTE
TERM NOTE G

Original Principal Amount $43,598,000.00 May 26, 2023

FOR VALUE RECEIVED, the undersigned CONTRAIL AVIATION SUPPORT, LLC (“Support”) and CONTRAIL AVIATION LEASING, LLC (“Leasing”, and together with Support, each a “Borrower,” and collectively, the “Borrowers”), jointly and severally, promise to pay to the order of OLD NATIONAL BANK (the “Lender”) the principal sum of Thirty-Eight Million One Hundred Eighty Thousand Four Hundred Fifty Seven Dollars and Eighty Cents ($38,180,457.80) together with interest thereon as hereinafter provided.

1.RATE OF INTEREST

The principal amount of the Loan outstanding from time to time shall bear interest at the variable rate of 1-MONTH SOFR Rate (as defined in the Master Loan Agreement referenced below) plus 3.11448% per annum and such rate shall be adjusted on the 24th day of each month.

2.PAYMENTS

Payments of both principal and interest are to be made in immediately available funds in lawful currency of the United States of America at the office of Lender, or such other place as the holder hereof shall designate to the undersigned in writing. Unless required by applicable law, and prior to any default being declared, payments will be applied first to any accrued unpaid interest unless capitalized; then to principal; then to escrow; then to any late charges; and then to any unpaid collection costs. Funds shall be deemed received by Lender on the next business day if not received by 12:00 p.m. local time at the location payments hereunder are to be made.

Borrowers shall make the following payments on Term Loan G during the following periods or on the following dates:

(a)Thirty (30) consecutive monthly payments of accrued unpaid interest, commencing on June 24, 2023, and continuing on the 24th day of each successive month thereafter;

(b)On November 24, 2024, a principal payment equal to the sum of: (i) Six Million Five Hundred Thirty-Nine Thousand Seven Hundred and 00/100 Dollars ($6,539,700.00); plus (ii) 15% of the amount of capitalized interest described in Section 2(a) above; and

(c)A final payment of all outstanding principal and accrued and unpaid interest together with such other amounts as shall then be due and owing from Borrowers to Lender under the Term Loan G on the Term Loan G Maturity Date.

3.FINAL PAYMENT MATURITY DATE

Notwithstanding anything set forth above, all sums due under this Note, both principal and interest, if not sooner paid, shall be due and payable on November 24, 2025 (“Term Loan G Maturity Date”).

4.PREPAYMENT; MINIMUM FINANCE CHARGE

Borrowers agree that all loan fees and other prepaid finance charges are earned fully as of the date of the loan and will not be subject to refund upon early payment (whether voluntary or as a result of default), except as otherwise required by law. Borrowers may pay without penalty all or a portion of the amount owed earlier than it is due. Early payments will not, unless agreed to by Lender in writing, relieve Borrowers of Borrowers’ obligation to continue to make payments under the payment schedule. Rather, early payments will reduce the principal balance due and may result in Borrowers making fewer payments. Borrowers agree not to send Lender payments marked “paid in full,” “without recourse,” or similar language. If Borrowers send such a payment, Lender may accept it without losing any of Lender’s rights under this Note, and Borrowers will remain obligated to pay any further amounted owed to Lender. All written communications concerning disputed amounts, including any check or other payment instrument that indicates that the payment constitutes “payment in full” of the amount owed or that is tendered with other conditions or limitations or as full satisfaction of a disputed amount must be mailed or delivered to: Old National Bank, PO Box 3728, Evansville, IN 47736-3728.

5.MANDATORY PREPAYMENTS

If, on any date (such date, a “Trigger Date”), the Board of Governors of the Federal Reserve System or a designee thereof has, after consultation with the Eligible Lender, notified the Eligible Lender in writing that the Borrower has materially breached, made a material misrepresentation with respect to or otherwise failed to comply with certifications in Section 2 (CARES Act Borrower Eligibility Certifications and Covenants) or Section 3 (FRA and Regulation A Borrower Eligibility Certifications) of the Borrower Certifications and Covenants in any material respect or that any such certification has failed to be true and correct in any material respect, then the Eligible Lender shall promptly so notify the Borrower and the Borrower shall, no later than two (2) Business Days after such Trigger Date, prepay Term Loan G in full, along with any accrued and unpaid interest thereon.

6.PAYMENT DUE DATE/FAILURE TO PAY

(a)All payments due under this Note shall be made without demand and received on the dates set forth in Section 2 above;

(b)In the event of a default as defined in this Note, or as set forth in the Master Loan Agreement or any Collateral Documents, at the option of Lender, for so long as the default exists, interest on the outstanding principal balance hereof shall accrue and will be paid at the rate in effect from time to time hereunder plus an additional 3% per annum, but in no event shall such default rate exceed, however, the maximum rate permitted by law (“Default Interest Rate”); and

(c)Any installment of principal and/or interest due hereunder which is not received on or before the 10th day following the date on which it is due shall be subject to a late payment fee of 5% of the amount owed on such installment (but not less than $50.00) for the purpose of defraying the expense incident to handling such delinquent payment (this payment is in addition to the amount set forth in (b) above).

7.INTEREST RATE COMPUTATION

Interest on this Note is computed on a 365/360 basis; that is, by applying the ratio of the interest rate over a year of 360 days, multiplied by the outstanding principal balance, multiplied by the actual number of days the principal balance is outstanding. All interest payable under this Note is computed using this method.

8.PLACE OF PAYMENT

All payments shall be made to Lender at the address on the interest billing statement provided by Lender or at the address of Lender set forth in Section 14 of this Note, at any branch of Lender, or such other place as Lender may from time to time designate in writing.

9.MASTER LOAN AGREEMENT AND SECURITY

This Note evidences indebtedness incurred under; is the “Term Note G” referred to in; and is subject to the terms and provisions of the Master Loan Agreement by and between Borrowers and Lender dated June 24, 2019 (as amended, restated, supplemented or otherwise modified from time to time, including, but not limited to, by Supplements thereto, the “Master Loan Agreement”). Capitalized terms not otherwise defined herein shall have the meaning ascribed to them in the Master Loan Agreement.

This Note is secured by the Collateral Documents. The terms of the Collateral Documents are incorporated herein and made a part hereof by reference.

10.DEFAULT

In the event of the occurrence of an Event of Default under the Master Loan Agreement, and after giving effect to any applicable right to cure provided by the Master Loan Agreement, Lender may, at its option and without notice, declare this Note to be, and this Note shall thereupon become, immediately due and payable, together with accrued interest thereon. Without limiting the foregoing right and without limiting any other rights and remedies of the Lender at law or in equity, the Lender is also entitled to the rights and remedies provided for in the Master Loan Agreement and the Collateral Documents and may enforce the covenants, agreements and undertakings of Borrowers contained therein and may exercise the remedies provided for thereby or otherwise available in respect thereto, all in accordance with the terms thereof. In addition to any other right, Lender may apply and/or set-off against amounts due it hereunder any deposits, account balances, or other credits of any Borrower in the possession of or in transit to Lender, and Borrowers hereby grant Lender a security interest in all of the foregoing.

11.WAIVERS

Except as herein provided, Borrowers and all others who may become liable for all or part of the principal balance hereof or for any obligations of Borrowers to Lender or the holder hereof (a) forever waive presentment, protest and demand, notice of protest, demand and dishonor and non-payment of this Note, and all other notices in connection with the delivery, acceptance, performance, default or enforcement of the payment of this Note, (b) agree that the time of payment of the debt or any part thereof may be extended from time to time without modifying or releasing the lien of the Collateral Documents or the liability of Borrowers or any other such parties, the right of recourse against

Borrowers and such parties being hereby reserved by Lender; and (c) agree that time is of the essence. Borrowers agree to pay all reasonable costs of collection when incurred, whether suit be brought or not, including reasonable attorneys’ fees and costs of suit and preparation therefore, and to perform and comply with each of the covenants, conditions, provisions and agreements of Borrowers contained in this Note, the Master Loan Agreement and Collateral Documents. It is expressly agreed by Borrowers that no extensions of time for the payment of this Note, nor the failure on the part of Lender to exercise any of its rights hereunder, shall operate to release, discharge, modify, change or affect the original liability under this Note, the Master Loan Agreement or any of the Collateral Documents, either in whole or in part.

12.WAIVER OF JURY TRIAL

BORROWERS WAIVE ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY ACTION OR PROCEEDING RELATING TO THIS INSTRUMENT AND TO ANY OF THE LOAN DOCUMENTS, THE OBLIGATIONS HEREUNDER OR THEREUNDER, ANY COLLATERAL SECURING THE OBLIGATIONS, OR ANY TRANSACTION ARISING THEREFROM OR CONNECTED THERETO. BORROWERS REPRESENT THAT THIS WAIVER IS KNOWINGLY, WILLINGLY AND VOLUNTARILY GIVEN.

13.COMPLIANCE

This Note is to be governed by, and construed and enforced in accordance with, the laws of the State of Wisconsin (without giving effect to Wisconsin’s principles of conflicts of law), except to the extent (a) of procedural and substantive matters relating only to the creation, perfection, foreclosure and enforcement of rights and remedies against specific collateral, which matters shall be governed by the laws of the state in which the collateral is located (the “Collateral State”), and (b) that the laws of the United States of America and any rules regulations, or orders issued or promulgated thereunder, applicable to the affairs and transactions entered into by the Lender, otherwise preempt Collateral State law or Wisconsin law; in which event such federal law shall control. Borrowers hereby irrevocably submit to the jurisdiction of any Wisconsin or federal court sitting in Milwaukee, Wisconsin (or, with respect to the matters set forth in subsection (a) above, any state in which the property encumbered by the Collateral Documents is located) over any suit, action or proceeding arising out of or relating to this Note or any of the Loan Documents. Borrowers hereby waive any right to object to the location of venue in any Wisconsin or federal court sitting in Milwaukee, Wisconsin, or, with respect to the matters set forth in subsection (a) above, to the appropriate court located in the Collateral State, concerning any suit, action or proceeding arising out of or relating to this Note or any of the Loan Documents and waives any objection which it may have at any time to the laying of venue in any proceedings brought in any such court, waives any claim that such proceedings have been brought in an inconvenient forum and further waives the right to object, with respect to such proceedings, that such court does not have jurisdiction over such party to object to the choice of governing law set forth in this section. Borrowers acknowledge that the loan evidenced by this Note was solicited, negotiated, closed and funded in the State of Wisconsin, and waives any implication that the laws of any other state shall apply for usury purposes.

14.NOTICES

All notices, requests and demands to be made hereunder to the parties hereto must be in writing and must be delivered to the applicable address stated below by any of the

following means: (a) personal service; (b) electronic communication, including, but not limited to electronic mail, telex, telegram or telecopying (and, if by telex, telegram or telecopying, then only if confirmed in writing sent by registered or certified, first class mail, return receipt requested); or (c) registered or certified, first class mail, return receipt requested. Such addresses may be changed by notice to the other parties given in the same manner as provided above. Any notice, demand or request sent pursuant to either subsection (a) or (b) hereof will be deemed received upon such personal service or upon dispatch by electronic means, and, if sent pursuant to subsection (c) will be deemed received three (3) days following deposit in the mail.

Borrowers: CONTRAIL AVIATION SUPPORT, LLC

CONTRAIL AVIATION LEASING, LLC

435 Investment Court

Verona, WI 53593-8788

Lender: OLD NATIONAL BANK

25 W. Main St. Suite 200

Madison, WI 53703

15.INTEREST NOT TO EXCEED MAXIMUM ALLOWED BY LAW.

If from any circumstances whatsoever, by reason of acceleration or otherwise, the fulfillment of any provision of this Note involves transcending the limit of validity prescribed by any applicable usury statute or any other applicable law, with regard to obligations of like character and amount, then the obligations to be fulfilled will be reduced to the limit of such validity as provided in such statute or law, so that in no event shall any exaction be possible under this Note in excess of the limit of such validity.

16.SUCCESSORS

All rights, powers, privileges and immunities herein granted to Lender shall extend to its successors and assigns and any other legal holder of this Note, with full right by Lender to assign and/or sell same.

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IN WITNESS WHEREOF, the Parties have executed this Note as of the date and year first above written.

BORROWERS: LENDER:

CONTRAIL AVIATION SUPPORT, LLC OLD NATIONAL BANK

By: /s/ Joseph Kung By: /s/ Tommy Olson

Joseph Kuhn Tommy Olson

Its: CEO Its: SVP

CONTRAIL AVIATION LEASING, LLC

By: /s/ Joseph Kuhn

Joseph Kuhn

Its: CEO

[Signature Page to Amended and Restated Promissory Note Term Note G]

FOURTH AMENDMENT TO MASTER LOAN AGREEMENT

THIS FOURTH AMENDMENT TO MASTER LOAN AGREEMENT (this “Fourth Amendment”) is entered into as of May 26, 2023, by and between CONTRAIL AVIATION SUPPORT, LLC (“CAS”), Contrail Aviation Leasing, LLC (“CAL,” and together with CAS, collectively, the “Borrowers”) and OLD NATIONAL BANK (the “Lender, and together with CAS and CAL, collectively the “Parties”) and amends that certain Master Loan Agreement dated as of June 24, 2019.

RECITALS

The Parties are parties to the Master Loan Agreement dated as of June 24, 2019, as amended by the First Amendment to Master Loan Agreement dated November 24, 2020, and by the Second Amendment to Master Loan Agreement dated November 8, 2022, and by the Third Amendment to Master Loan Agreement dated March 22, 2023 by and among the Parties (collectively, the “Master Loan Agreement”).

The Parties desire to amend the Master Loan Agreement as provided below.

AGREEMENT

In consideration of the recitals, the promises and agreements set forth in the Master Loan Agreement and this Fourth Amendment, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged by the Parties, the Parties agree as follows:

1.DEFINITIONS AND REFERENCES.

Capitalized terms not otherwise defined herein have the meanings assigned in the Master Loan Agreement. All references to the Master Loan Agreement contained in the Master Loan Agreement, Collateral Documents and the other Loan Documents shall mean the Master Loan Agreement as amended by this Fourth Amendment.

2.SECTION 2.1 DEFINITIONS:

The defined term “LIBOR Rate” shall be deleted in its entirety and its use throughout the Master Loan Agreement shall be replaced with the defined term “1-Month Term SOFR Rate”.

“1-Month Term SOFR Rate” means the rate per annum of a one-month forward looking term rate based on the Secured Overnight Financing Rate (“SOFR”) that is administered by the CME Group and published on its website at 5 a.m. Chicago time each day that the Federal Reserve Bank of New York publishes SOFR, set two U.S. Government Securities Business Days prior to the Interest Payment Date, with such other conventions established by Lender in accordance with industry standards, as determined in its reasonable discretion.

As used herein, “U.S. Government Securities Business Day” means any day except for a Saturday, Sunday or a day on which the Securities Industry and Financial Markets Association recommends that the fixed income departments of its members be closed for the entire day for purposes of trading in U.S. government securities.

As used herein “Interest Payment Date” means the date that a payment is due as stated in the applicable Note.

Lender will provide reasonable notice to Borrower of any conventions related to the 1-Month Term SOFR that are not already set forth herein.

The defined term “LIBOR Rate Loan” shall be deleted in its entirety and its use throughout the Master Loan Agreement shall be replaced with the defined term “SOFR Rate Loan”.

“SOFR Rate Loan” means a Loan bearing interest at a rate determined by reference to the 1-Month Term SOFR Rate.

3.NO WAIVER.

Nothing contained herein shall be construed as a waiver by Lender of: (a) any of its rights and remedies under the Master Loan Agreement, the Loan Documents, at law or in equity; or (b) Borrowers’ continued compliance with each representation, warranty, covenant and provision of the Master Loan Agreement and the other Loan Documents. Borrowers acknowledge and agree that no waiver of any provision of the Master Loan Agreement or the other Loan Documents by Lender has occurred and that nothing contained herein shall impair the right of Lender to require strict performance by Borrowers of the Master Loan Agreement and the other Loan Documents. Further, Borrowers acknowledge and agree that no delay by Lender in exercising any right, power or privilege under the Master Loan Agreement or any other Loan Document shall operate as a waiver thereof, and no single or partial exercise of any right, power or privilege thereunder shall preclude other or further exercise thereof or the exercise of any other right, power or privilege.

4.REPRESENTATIONS AND WARRANTIES.

Borrowers represent and warrant to Lender that:

(a)The execution and delivery of this Fourth Amendment is within its power and authority, has been duly authorized by all proper action on the part of Borrowers, is not in violation of any existing law, rule or regulation of any governmental agency or authority, any order or decision of any court, the organizational documents of Borrowers or the terms of any agreement, restriction or undertaking to which either Borrower is a party or by which it is bound, and do not require the approval or consent of any governmental body, agency or authority or any other person or entity other than those consents and approvals in full force and effect.

(b)This Fourth Amendment has been duly executed and delivered by Borrowers and constitutes a legal, valid and binding obligation of each Borrower, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors' rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law.

(c)The representations and warranties contained in the Master Loan Agreement are correct and complete as of the date of this Fourth Amendment (except to the extent such representation or warranty relates to a stated earlier date in which case it shall continue to be true and correct as of such date), and no condition or event exists or act has occurred that, with or without the giving of notice or the passage of time, would constitute a Default or an Event of Default under the Master Loan Agreement.

5.MISCELLANEOUS.

(a)Expenses and Fees. Borrowers agree to pay on demand all reasonable out-of-pocket costs and expenses paid or incurred by Lender in connection with the negotiation, preparation, execution and delivery of this Fourth Amendment, and all amendments, forms, certificates agreements, documents and instruments related hereto and thereto, including the reasonable fees and expenses of Lender’s outside counsel.

(b)Amendments and Waivers. This Fourth Amendment may not be changed or amended orally, and no waiver hereunder may be oral, but any change or amendment hereto or any waiver hereunder must be in writing and signed by the party or parties against whom such change, amendment or waiver is sought to be enforced.

(c)Headings. The headings in this Fourth Amendment are intended solely for convenience of reference and shall be given no effect in the construction or interpretation of this Fourth Amendment.

(d)Affirmation. Each Party hereto affirms and acknowledges that the Master Loan Agreement as amended by this Fourth Amendment remains in full force and effect in accordance with its terms, as amended hereby.

(e)Counterparts. This Fourth Amendment may be executed in one or more counterparts, each of which shall constitute an original, but all of which when taken together shall constitute but one and the same instrument. Delivery of an executed counterpart hereto by facsimile or by electronic transmission of a portable document file (PDF or similar file) shall be as effective as delivery of a manually executed counterpart signature page hereto.

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IN WITNESS WHEREOF, the Parties have executed this Fourth Amendment as of the day and year first above written.

BORROWERS: LENDER:

CONTRAIL AVIATION SUPPORT, LLC OLD NATIONAL BANK

By: /s/ Joseph Kuhn By: /s/ Tommy Olson

Joseph Kuhn Tommy Olson

Its: CEO Its: SVP

CONTRAIL AVIATION LEASING, LLC

By: /s/ Joseph Kuhn

Joseph Kuhn

Its: CEO

[Fourth Amendment to Master Loan Agreement]

FIRST AMENDMENT TO SUPPLEMENT #8 TO MASTER LOAN AGREEMENT

THIS FIRST AMENDMENT TO SUPPLEMENT #8 TO MASTER LOAN AGREEMENT (this “First Amendment”) is made effective as of the May 26, 2023, by and between CONTRAIL AVIATION SUPPORT, LLC (“CAS”) and OLD NATIONAL BANK (the “Lender, and together with CAS, collectively the “Parties”) and amends that certain Supplement #8 to Master Loan Agreement dated November 24, 2020 (the “Supplement”), by and among CAS and Lender.

RECITALS

The Parties, along with Contrail Aviation Leasing, LLC (“CAL”), are parties to a Master Loan Agreement dated June 24, 2019 (the “Master Loan Agreement”).

The Parties are parties to the Supplement.

The Supplement is a Supplement to and under the Master Loan Agreement.

The Parties desire to further amend the Supplement as provided below.

AGREEMENT

In consideration of the recital, the promises and agreements set forth in the Supplement, as amended hereby, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties agree as follows:

1.DEFINITIONS AND REFERENCES.

Capitalized terms not otherwise defined herein have the meanings assigned in the Supplement and the Master Loan Agreement. All references to the Supplement contained in the Master Loan Agreement, Collateral Documents and the other Loan Documents shall mean the Supplement as amended by this First Amendment.

2.AMENDMENT TO DEFINITION OF INTEREST RATE.

(a)The definition of "LIBOR Rate" set forth in Section 2.1 of the Master Loan Agreement has been replaced with the term “1-Monh Term SOFR”. Therefore, any reference to the term “Libor Rate” in the Supplement shall be replaced with the defined term “1-Month Term SOFR”.

(b)Section 2.3 of the Supplement is deleted in its and replaced with the following:

2.3 Interest Rate. The unpaid principal balance of each of the Revolving Loans outstanding from time to time shall bear interest for the period commencing on May 26, 2023 until such Loan is paid in full. The Revolving Loans shall accrue interest at a variable rate equal to the 1-Month Term SOFR Rate plus 3.11448% per annum and such rate shall be adjusted on the 26th day of each month.

3.EFFECTIVENESS OF THIS FIRST AMENDMENT.

This First Amendment shall become effective only upon execution and delivery by the Parties of both this First Amendment and the Amended and Restated Promissory Note Revolving Note in a form identical to that attached hereto as Exhibit A. Upon execution and delivery of the Amended and Restated Promissory Note Revolving Note, such note

shall constitute the Term Note G defined in the Supplement and Exhibit A hereto shall replace and constitute Exhibit B to the Supplement.

4.NO WAIVER.

Nothing contained herein shall be construed as a waiver by Lender of: (a) any of its rights and remedies under the Supplement, Master Loan Agreement, the Loan Documents, at law or in equity; or (b) CAS’s continued compliance with each representation, warranty, covenant and provision of the Supplement, the Master Loan Agreement and the other Loan Documents. CAS acknowledges and agrees that no waiver of any provision of the Master Loan Agreement or the other Loan Documents by Lender has occurred and that nothing contained herein shall impair the right of Lender to require strict performance by CAS of the Supplement, the Master Loan Agreement and the other Loan Documents. Further, CAS acknowledges and agrees that no delay by Lender in exercising any right, power or privilege under the Supplement, the Master Loan Agreement or any other Loan Document shall operate as a waiver thereof, and no single or partial exercise of any right, power or privilege thereunder shall preclude other or further exercise thereof or the exercise of any other right, power or privilege.

5.REPRESENTATIONS AND WARRANTIES.

CAS represents and warrants to Lender that:

(a)The execution and delivery of this First Amendment is within its power and authority, has been duly authorized by all proper action on the part of CAS, is not in violation of any existing law, rule or regulation of any governmental agency or authority, any order or decision of any court, the organizational documents of CAS or the terms of any agreement, restriction or undertaking to which CAS is a party or by which it is bound, and do not require the approval or consent of any governmental body, agency or authority or any other person or entity other than those consents and approvals in full force and effect.

(b)This First Amendment has been duly executed and delivered by CAS and constitutes a legal, valid and binding obligation of CAS, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors' rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law.

(c)The representations and warranties contained in the Master Loan Agreement are correct and complete as of the date of this First Amendment (except to the extent such representation or warranty relates to a stated earlier date in which case it shall continue to be true and correct as of such date), and no condition or event exists or act has occurred that, with or without the giving of notice or the passage of time, would constitute a Default or an Event of Default under the Master Loan Agreement.

6.MISCELLANEOUS.

(a)Expenses and Fees. CAS agrees to pay on demand all reasonable out-of-pocket costs and expenses paid or incurred by Lender in connection with the negotiation, preparation, execution and delivery of this First Amendment, and all amendments, forms, certificates agreements, documents and instruments related hereto and thereto, including the reasonable fees and expenses of Lender’s outside counsel.

(b)Amendments and Waivers. This First Amendment may not be changed or amended orally, and no waiver hereunder may be oral, but any change or amendment hereto or any waiver hereunder must be in writing and signed by the party or parties against whom such change, amendment or waiver is sought to be enforced.

(c)Headings. The headings in this First Amendment are intended solely for convenience of reference and shall be given no effect in the construction or interpretation of this First Amendment.

(d)Affirmation. Each Party hereto affirms and acknowledges that the Supplement as amended by this First Amendment remains in full force and effect in accordance with its terms, as amended hereby.

(e)Counterparts. This First Amendment may be executed in one or more counterparts, each of which shall constitute an original, but all of which when taken together shall constitute but one and the same instrument. Delivery of an executed counterpart hereto by facsimile or by electronic transmission of a portable document file (PDF or similar file) shall be as effective as delivery of a manually executed counterpart signature page hereto.

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IN WITNESS WHEREOF, the Parties have executed this First Amendment intending it to be effective as of the day and year first above written.

BORROWER: LENDER:

CONTRAIL AVIATION SUPPORT, LLC OLD NATIONAL BANK

By: /s/ Joseph Kuhn By: /s/ Tommy Olson

Joseph Kuhn Tommy Olson

Its: CEO Its: SVP

[Signature Page to First Amendment to Supplement#2]

EXHIBIT A TO FIRST AMENDMENT TO SUPPLEMENT #2

(see attached)

FIFTH AMENDMENT TO SUPPLEMENT #2 TO MASTER LOAN AGREEMENT

THIS FIFTH AMENDMENT TO SUPPLEMENT #2 TO MASTER LOAN AGREEMENT (this “Fifth Amendment”) is made effective as of May 26, 2023, by and between CONTRAIL AVIATION SUPPORT, LLC (“CAS”) and OLD NATIONAL BANK (the “Lender, and together with CAS, collectively the “Parties”) and amends that certain Supplement #2 to Master Loan Agreement, as previously amended by that First Amendment to Supplement #2 to Master Loan Agreement, with an effective date of June 24, 2019, that Second Amendment to Supplement #2 to Master Loan Agreement, with an effective date of January 24, 2020; that Third Amendment to Supplement #2 to Master Loan Agreement with an effective date of September 25, 2020; and that Fourth Amendment to Supplement #2 to Master Loan Agreement with an effective date of September 2, 2021 (collectively, the “Supplement”), by and among CAS and Lender.

RECITALS

The Parties, along with Contrail Aviation Leasing, LLC (“CAL”), are parties to a Master Loan Agreement dated June 24, 2019 (the “Master Loan Agreement”).

The Parties are parties to the Supplement.

The Supplement is a Supplement to and under the Master Loan Agreement.

The Parties desire to further amend the Supplement as provided below.

AGREEMENT

1.DEFINITIONS AND REFERENCES.

2.AMENDMENT TO DEFINITION OF INTEREST RATE.

(b)Section 2.3 of the Supplement is deleted in its and replaced with the following:

2.3 Interest Rate. The unpaid principal balance of each of the Revolving Loans outstanding from time to time shall bear interest for the period commencing on June 1, 2023 of such Loan until such Loan is paid in full. The Revolving Loans shall accrue interest at a variable rate equal to the 1-Month Term SOFR Rate plus 3.56448% per annum and such rate shall be adjusted on the 1st day of each month.

3.EFFECTIVENESS OF THIS FIFTH AMENDMENT.

This Fifth Amendment shall become effective only upon execution and delivery by the Parties of both this Fifth Amendment and the Fourth Amended and Restated Promissory Note Revolving Note in a form identical to that attached hereto as Exhibit A. Upon execution and delivery of the Fourth Amended and Restated Promissory Note Revolving Note, such note shall constitute the Revolving Note defined in the Supplement and Exhibit A hereto shall replace and constitute Exhibit B to the Supplement.

4.NO WAIVER.

5.REPRESENTATIONS AND WARRANTIES.

CAS represents and warrants to Lender that:

(a)The execution and delivery of this Fifth Amendment is within its power and authority, has been duly authorized by all proper action on the part of CAS, is not in violation of any existing law, rule or regulation of any governmental agency or authority, any order or decision of any court, the organizational documents of CAS or the terms of any agreement, restriction or undertaking to which CAS is a party or by which it is bound, and do not require the approval or consent of any governmental body, agency or authority or any other person or entity other than those consents and approvals in full force and effect.

(b)This Fifth Amendment has been duly executed and delivered by CAS and constitutes a legal, valid and binding obligation of CAS, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors' rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law.

(c)The representations and warranties contained in the Master Loan Agreement are correct and complete as of the date of this Fifth Amendment (except to the extent such representation or warranty relates to a stated earlier date in which case it shall continue to be true and correct as of such date), and no condition or event exists or act has occurred that, with or without the giving of notice or the passage of time, would constitute a Default or an Event of Default under the Master Loan Agreement.

6.MISCELLANEOUS.

(a)Expenses and Fees. CAS agrees to pay on demand all reasonable out-of-pocket costs and expenses paid or incurred by Lender in connection with the negotiation, preparation, execution and delivery of this Fifth Amendment, and all amendments, forms, certificates agreements, documents and instruments related hereto and thereto, including the reasonable fees and expenses of Lender’s outside counsel.

(b)Amendments and Waivers. This Fifth Amendment may not be changed or amended orally, and no waiver hereunder may be oral, but any change or amendment hereto or any waiver hereunder must be in writing and signed by the party or parties against whom such change, amendment or waiver is sought to be enforced.

(c)Headings. The headings in this Fifth Amendment are intended solely for convenience of reference and shall be given no effect in the construction or interpretation of this Fifth Amendment.

(d)Affirmation. Each Party hereto affirms and acknowledges that the Supplement as amended by this Fifth Amendment remains in full force and effect in accordance with its terms, as amended hereby.

(e)Counterparts. This Fifth Amendment may be executed in one or more counterparts, each of which shall constitute an original, but all of which when taken together shall constitute but one and the same instrument. Delivery of an executed counterpart hereto by facsimile or by electronic transmission of a portable document file (PDF or similar file) shall be as effective as delivery of a manually executed counterpart signature page hereto.

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IN WITNESS WHEREOF, the Parties have executed this Fifth Amendment intending it to be effective as of the day and year first above written.

BORROWER: LENDER:

CONTRAIL AVIATION SUPPORT, LLC OLD NATIONAL BANK

By: /s/ Joseph Kuhn By: /s/ Tommy Olson

Joseph Kuhn Tommy Olson

Its: CEO Its: SVP

[Signature Page to Fifth Amendment to Supplement#2]

EXHIBIT A TO FIFTH AMENDMENT TO SUPPLEMENT #2

(see attached)

Contrail Aviation Support, LLC

Loan No. XXXX

May 26, 2023
Note

AMENDED AND RESTATED PROMISSORY NOTE
REVOLVING NOTE

$25,000,000.00 Effective Date: May 26, 2023

THIS FOURTH AMENDED AND RESTATED PROMISSORY NOTE REVOLVING NOTE (this “Note”) amends and restates the Promissory Note dated March 2, 2018 in the original principal amount of Twenty Million Dollars ($20,000,000.00) as amended and restated by the First Amended and Restated Promissory Note Revolving Note dated June 24, 2019 in the original principal amount of Twenty Million Dollars ($20,000,000.00), as further amended and restated by the Second Amended and Restated Promissory Note Revolving Note dated January 24, 2020 in the original principal amount of Forty Million Dollars ($40,000,000.00), and as further amended and restated by the Third Amended and Restated Promissory Note Revolving Note dated September 2, 2021 (collectively, the “Original Note”) executed by CONTRAIL AVIATION SUPPORT, LLC (“Borrower”) in favor of OLD NATIONAL BANK (the “Lender,” and together with Borrower, collectively the “Parties”). Borrower and Lender desire to amend and restate the Original Note in its entirety as follows:

FOR VALUE RECEIVED, on or before the Revolving Note Maturity Date (as defined in the Master Loan Agreement referred to below), Borrower promises to pay to the order of Lender, or its assignee, the principal sum of Twenty-Five Million Dollars ($25,000,000.00), or such lesser amount as is shown to be outstanding according to the records of Lender, together with interest on the principal balance outstanding from time to time at such rates and payable at such times as set forth below.

1.RATE OF INTEREST

The principal amount of the Loan outstanding from time to time shall bear interest at the variable rate of 1-MONTH SOFR Rate (as defined in the Master Loan Agreement referenced below) plus 3.56448% per annum and such rate shall be adjusted on the 1st day of each month.

2.PAYMENTS

Payments of both principal and interest are to be made in immediately available funds in lawful currency of the United States of America at the office of Lender, or such other place as the holder hereof shall designate to the undersigned in writing. Unless required by applicable law, and prior to any default being declared, payments will be applied first to any accrued unpaid interest; then to principal; then to escrow; then to any late charges; and then to any unpaid collection costs. Funds shall be deemed received by Lender on the next business day if not received by 12:00 p.m. local time at the location payments hereunder are to be made.

Borrower shall make the following payments during the following periods:

(a)Monthly Payments. Monthly payments of accrued unpaid interest only on the Revolving Loans due in arrears on the 1st day of each month, commencing on June 1, 2023, together with a final payment of the outstanding principal balance together with all accrued but unpaid interest together with such other amounts as shall then be due and owing from Borrower to Lender under the Revolving Loans due on the Revolving Note Maturity Date;

(b)Revolving Loan Resting Period. Borrower shall cause the total outstanding principal balance of all Revolving Loans to be zero (0) for at least thirty (30) consecutive days during the term of the Revolving Loans, or if the term of the Revolving Loans exceeds one (1) year, during each annual period ending on the anniversary of the date of the Revolving Loans (the “Resting Period”). Notwithstanding the foregoing, Borrower shall have no obligation to cause a Resting Period if at the time such Resting Period would be required the Borrower has achieved a Debt Service Coverage Ratio of 1.10:1. For purposes of this section only, Debt Service Coverage Ratio shall mean a ratio, the numerator of which shall be EBITDA for the 12-month period then ended and the denominator being Debt Service.

3.FINAL PAYMENT MATURITY DATE

Notwithstanding anything set forth above, all sums due under this Note, both principal and interest, if not sooner paid, shall be due and payable on September 5, 2023 (“Revolving Note Maturity Date”).

4.PREPAYMENTS; MINIMUM FINANCE CHARGE

Borrower agrees that all loan fees and other prepaid finance charges are earned fully as of the date of the Revolving Loan and will not be subject to refund upon early payment (whether voluntary or as a result of default), except as otherwise required by law. In any event, even upon full prepayment of this Note, Borrower understands that Lender is entitled to a minimum finance charge of $95.00. Other than Borrower’s obligation to pay any minimum finance charge, Borrower may pay without penalty all or a portion of the amount owed earlier than it is due. Early payments will not, unless agreed to by Lender in writing, relieve Borrower of Borrower’s obligation to continue to make payments under the payment schedule. Rather, early payments will reduce the principal balance due and may result in Borrower making fewer payments. Borrower agrees not to send Lender payments marked “paid in full,” “without recourse,” or similar language. If Borrower sends such a payment, Lender may accept it without losing any of Lender’s rights under this Note, and Borrower will remain obligated to pay any further amounted owed to Lender. All written communications concerning disputed amounts, including any check or other payment instrument that indicates that the payment constitutes “payment in full” of the amount owed or that is tendered with other conditions or limitations or as full satisfaction of a disputed amount must be mailed or delivered to: Old National Bank, PO Box 3728, Evansville, IN 47736-3728.

5.PAYMENT DUE DATE/FAILURE TO PAY

(a)All payments due under this Note shall be made without demand and received on the dates set forth in Section 2 above;

(b)In the event of a default as defined in this Note, or as set forth in the Master Loan Agreement or any Collateral Documents or Guaranties, at the option of Lender, for so long as the default exists, interest on the outstanding principal balance hereof shall accrue and will be paid at the rate in effect from time to time hereunder plus an additional 3% per annum, but in no event shall such default rate exceed, however, the maximum rate permitted by law (“Default Interest Rate”); and

6.INTEREST RATE COMPUTATION

7.PLACE OF PAYMENT

All payments shall be made to Lender at the address on the interest billing statement provided by Lender or at the address of Lender set forth in Section 13 of this Note, at any branch of Lender, or such other place as Lender may from time to time designate in writing.

8.MASTER LOAN AGREEMENT

This Note evidences indebtedness incurred under; is the “Revolving Note” referred to in; and is subject to the terms and provisions of the Master Loan Agreement by and between Borrower, Contrail Aviation Leasing, LLC and Lender of even date herewith (as amended, restated, supplemented or otherwise modified from time to time, including, but not limited to, by Supplements thereto, the “Master Loan Agreement”). Capitalized terms not otherwise defined herein shall have the meaning ascribed to them in the Master Loan Agreement.

This Note is secured by the Collateral Documents. The terms of the Collateral Documents are incorporated herein and made a part hereof by reference.

9.DEFAULT

In the event of the occurrence of an Event of Default under the Master Loan Agreement, and after giving effect to any applicable right to cure provided by the Master Loan Agreement, Lender may, at its option and without notice, declare this Promissory Note to be, and this Promissory Note shall thereupon become, immediately due and payable, together with accrued interest thereon. Without limiting the foregoing right and without limiting any other rights and remedies of the Lender at law or in equity, the Lender is also entitled to the rights and remedies provided for in the Master Loan Agreement and the Collateral Documents and may enforce the covenants, agreements and undertakings of Borrower contained therein and may exercise the remedies provided for thereby or otherwise available in respect thereto, all in accordance with the terms thereof. In addition to any other right, Lender may apply and/or set-off against amounts due it hereunder any deposits, account balances, or other credits of any Borrower in the possession of or in transit to Lender, and Borrower hereby grants Lender a security interest in all of the foregoing.

10.WAIVERS

Except as herein provided, Borrower and all others who may become liable for all or part of the principal balance hereof or for any obligations of Borrower to Lender or the holder hereof (a) forever waive presentment, protest and demand, notice of protest, demand and dishonor and non-payment of this Note, and all other notices in connection with the delivery, acceptance, performance, default or enforcement of the payment of this Note, (b) agree that the time of payment of the debt or any part thereof may be extended from time to time without modifying or releasing the lien of the Collateral Documents or the liability of Borrower or any other such parties, the right of recourse against Borrower and such parties being hereby reserved by Lender; and (c) agree that time is of the essence. Borrower agrees to pay all reasonable costs of collection when incurred, whether suit be brought or not, including reasonable attorneys’ fees and costs of suit and preparation therefore, and to perform and comply with each of the covenants, conditions, provisions and agreements of Borrower contained in this Note, the Master Loan Agreement and Collateral Documents. It is expressly agreed by Borrower that no extensions of time for the payment of this Note, nor the failure on the part of Lender to exercise any of its rights hereunder, shall operate to release, discharge, modify, change or affect the original liability under this Note, the Master Loan Agreement or any of the Collateral Documents, either in whole or in part.

11.WAIVER OF JURY TRIAL

BORROWER HEREBY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY ACTION OR PROCEEDING RELATING TO THIS INSTRUMENT AND TO ANY OF THE LOAN DOCUMENTS, THE OBLIGATIONS HEREUNDER OR THEREUNDER, ANY COLLATERAL SECURING THE OBLIGATIONS, OR ANY TRANSACTION ARISING THEREFROM OR CONNECTED THERETO. BORROWER REPRESENTS THAT THIS WAIVER IS KNOWINGLY, WILLINGLY AND VOLUNTARILY GIVEN.

12.COMPLIANCE

This Note is to be governed by, and construed and enforced in accordance with, the laws of the State of Wisconsin (without giving effect to Wisconsin’s principles of conflicts of law), except to the extent (a) of procedural and substantive matters relating only to the creation, perfection, foreclosure and enforcement of rights and remedies against specific collateral, which matters shall be governed by the laws of the state in which the collateral is located (the “Collateral State”), and (b) that the laws of the United States of America and any rules regulations, or orders issued or promulgated thereunder, applicable to the affairs and transactions entered into by the Lender, otherwise preempt Collateral State law or Wisconsin law; in which event such federal law shall control. Borrower hereby irrevocably submits to the jurisdiction of any Wisconsin or federal court sitting in Milwaukee, Wisconsin (or, with respect to the matters set forth in subsection (a) above, any state in which the property encumbered by the Collateral Documents is located) over any suit, action or proceeding arising out of or relating to this Note or any of the Loan Documents. Borrower hereby waives any right to object to the location of venue in any Wisconsin or federal court sitting in Milwaukee, Wisconsin, or, with respect to the matters set forth in subsection (a) above, to the appropriate court located in the Collateral State, concerning any suit, action or proceeding arising out of or relating to this Note or any of the Loan Documents and waives any objection which it may have at any time to the laying of venue in any proceedings brought in any such court, waives any claim that such proceedings have been brought in an inconvenient forum and further waives the

right to object, with respect to such proceedings, that such court does not have jurisdiction over such party to object to the choice of governing law set forth in this section. Borrower acknowledges that the loan evidenced by this Note was solicited, negotiated, closed and funded in the State of Wisconsin, and waives any implication that the laws of any other state shall apply for usury purposes.

13.NOTICES

All notices, requests and demands to be made hereunder to the parties hereto must be in writing and must be delivered to the applicable address stated below by any of the following means: (a) personal service; (b) electronic communication, including, but not limited to, electronic mail, telex, telegram or telecopying (and if by telex, telegram or telecopying, then only if confirmed in writing sent by registered or certified, first class mail, return receipt requested); or (c) registered or certified, first class mail, return receipt requested. Such addresses may be changed by notice to the other parties given in the same manner as provided above. Any notice, demand or request sent pursuant to either subsection (a) or (b) hereof will be deemed received upon such personal service or upon dispatch by electronic means, and, if sent pursuant to subsection (c) will be deemed received three (3) days following deposit in the mail.

Borrower: CONTRAIL AVIATION SUPPORT, LLC

435 Investment Court

Verona, WI 53593-8788

Lender: OLD NATIONAL BANK

23 W. Main St.

Madison, WI 53703

14.INTEREST NOT TO EXCEED MAXIMUM ALLOWED BY LAW.

15.SUCCESSORS

16.NOT A NOVATION; AMENDMENT AND RESTATEMENT

This Note is an amendment and restatement of the Original Note. It is not intended, and shall not be deemed or construed as a novation of the Original Note and the validity, priority and enforceability of the Original Note shall not be impaired hereby.

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The undersigned agrees to pay all costs of collection, including reasonable attorneys’ fees.

IN WITNESS WHEREOF, the Parties have executed this Note intending it to be effective as of the Effective Date.

BORROWER: LENDER:

CONTRAIL AVIATION SUPPORT, LLC OLD NATIONAL BANK

By: /s/ Joseph Kuhn By: /s/ Tommy Olson

Joseph Kuhn Tommy Olson

Its: CEO Its: SVP

[Signature Page to Fourth Amended and Restated Promissory Note Revolving Note]

AMENDMENT TO MAIN STREET PRIORITY LOAN FACILITY TERM LOAN AGREEMENT

This AMENDMENT TO MAIN STREET PRIORITY LOAN FACILITY TERM LOAN AGREEMENT dated as of May 26, 2023 (this “Amendment”), by and between AIRCO 1, LLC, a Delaware limited liability company (“Borrower”) and PARK STATE BANK, a Minnesota state chartered bank (the “Lender”).

RECITALS:

WHEREAS, reference is made to the Main Street Priority Loan Facility Term Loan Agreement, dated as of December 11, 2020 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, prior to the date hereof, the “Existing Loan Agreement” and as may be further amended, restated, amended and restated, supplemented or otherwise modified from time to time, including by this Amendment, the “Loan Agreement”), among Borrower and the Lender (capitalized terms used but not defined herein having the meaning provided in the Existing Loan Agreement);

WHEREAS, Borrower and Lender desire to amend the Existing Loan Agreement to replace the Benchmark of Three-Month LIBOR with Three-Month Term SOFR.

NOW THEREFORE, in consideration of the premises and agreements, provisions and covenants herein contained, the parties hereto agree as follows:

1.Amendments. As of the Amendment Effective Date (as defined below):

(a)The following defined terms appearing in Section 1(a) of the Existing Loan Agreement are hereby amended and restated in their entirety to read as follows:

(i)“Benchmark” means, initially, Three-Month Term SOFR; provided that if a Benchmark Transition Event and its related Benchmark Replacement Date have occurred with respect to Three-Month Term SOFR or the then-current Benchmark, then “Benchmark” means the applicable Benchmark Replacement.

(ii)“Benchmark Replacement” means, initially, the Interpolated Benchmark with respect to the then-current Benchmark, plus the Benchmark Replacement Adjustment for such Benchmark; provided that if (a) the Lender cannot determine the Interpolated Benchmark as of the Benchmark Replacement Date or (b) the then-current Benchmark is Three-Month Term SOFR and a Benchmark Transition Event and its related Benchmark Replacement Date have occurred with respect to Three-Month Term SOFR (in which event no Interpolated Benchmark with respect to Three-Month Term SOFR shall be determined), then “Benchmark Replacement” means the first alternative set forth in the order below that can be determined by the Lender, as of the Benchmark Replacement Date:

(i)Compounded SOFR;

(ii)the sum of: (a) the alternate rate of interest that has been selected or recommended by the Relevant Governmental Body as the replacement for the then-current Benchmark for the applicable Corresponding Tenor and (b) the Benchmark Replacement Adjustment;

(iii)the sum of: (a) the ISDA Fallback Rate and (b) the Benchmark Replacement Adjustment;

(iv)the sum of: (a) the alternate rate of interest that has been selected by the Lender as the replacement for the then-

current Benchmark for the applicable Corresponding Tenor giving due consideration to any industry-accepted rate of interest as a replacement for the then-current Benchmark for U.S. dollar denominated term notes at such time and (b) the Benchmark Replacement Adjustment.

(iii)“Benchmark Transition Event” means the occurrence of one or more of the following events with respect to the then-current Benchmark:

(i)a public statement or publication of information by or on behalf of the administrator of the Benchmark announcing that such administrator has ceased or will cease to provide the Benchmark, permanently or indefinitely, provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide the Benchmark;

(ii)a public statement or publication of information by the regulatory supervisor for the administrator of the Benchmark, the central bank for the currency of the Benchmark, an insolvency official with jurisdiction over the administrator for the Benchmark, a resolution authority with jurisdiction over the administrator for the Benchmark or a court or an entity with similar insolvency or resolution authority over the administrator for the Benchmark, which states that the administrator of the Benchmark has ceased or will cease to provide the Benchmark permanently or indefinitely, provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide the Benchmark; or

(iii)a public statement or publication of information by the regulatory supervisor for the administrator of the Benchmark announcing that the Benchmark is no longer representative.

(iv)Term SOFR Administrator” means CME Group Benchmark Administration Limited as administrator of the forward-looking term SOFR (or a successor administrator).

(v) "Three-Month Term SOFR” means the greater of (i) the rate for Term SOFR for a tenor of three months that is published by the Term SOFR Administrator as determined by Lender in its reasonable discretion for or as of the borrowing, maintenance or conversion date requested by Borrower plus 326.161 basis points and (ii) zero percent (0.00%). The determination of “Three-Month Term SOFR” for purposes of determining the Interest Rate hereunder shall be made on the eleventh (11th) day of each month after the Loan is funded and during which amounts remain outstanding hereunder, beginning on June 11th, 2023.

(b)Section 3(a) of the Existing Loan Agreement is hereby amended and restated in its entirety as follows:

(i)(a) Borrower agrees to pay interest on the unpaid principal amount from time to time outstanding hereunder at the rate per year equal to the Benchmark, which, for the avoidance of doubt, shall initially be Three-Month Term SOFR (the “Interest

Rate”). Notwithstanding the foregoing or any other provision hereof or of any Related Document, in no event shall the Interest Rate hereunder exceed the maximum interest rate allowed under applicable law.

(c)Section 4(a) of the Existing Loan Agreement is hereby amended and restated in its entirety as follows:

(i)(a) “[Reserved]”

(d)Section 4(b) of the Existing Loan Agreement is hereby amended and restated in its entirety as follows:

(i)(b) “[Reserved]”

(e)Section 4(c) of the Existing Loan Agreement is hereby amended and restated in its entirety as follows:

(i)(c) “[Reserved]”

(f)The following defined terms are deleted from the Existing Loan Agreement and the other Related Documents in each instance where they appear:

(i)“Three-Month LIBOR”; and

(ii)“Three-Month Term SOFR Conventions”

2.Conditions to Effectiveness. This Amendment shall become effective on the first date (the “Amendment Effective Date”) on which each of the conditions set forth below have been satisfied (or waived) in accordance with the terms hereof:

(a) this Amendment shall have been executed and delivered by Borrower and Lender;

(b) the representations and warranties in Section 3 of this Amendment shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) on and as of the Amendment Effective Date as though made on and as of such date (except to the extent that such representations and warranties relate solely to an earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date);

(c) no Unmatured Event of Default or Event of Default shall have occurred and be continuing on the Amendment Effective Date before or after giving effect to the effectiveness of this Amendment; and

(d) all accrued interest shall have been paid on June 9th, 2023.

3.Representations and Warranties. On the Amendment Effective Date, Borrower hereby represents and warrants that:

(a)Borrower has all requisite power and authority to enter into this Amendment and to perform its obligations hereunder;

(b)the execution, delivery and performance by Borrower of this Amendment has been duly authorized by all necessary action on the part of Borrower;

(c)the execution, delivery, and performance by Borrower of this Amendment does not and will not (i) violate (x) any provision of federal, state, or local law or regulation applicable to Borrower, (y) the Constituent Documents of Borrower, or (z) any order, judgment, or decree of any court or other governmental authority binding on Borrower or its Subsidiaries (as the case may be), (ii) conflict with, result in a breach of, or constitute (with or without due notice or lapse of time or both) a default under any material agreement of Borrower or its Subsidiaries, (iii) result in or require the creation or imposition of any Lien of any nature whatsoever upon any assets of Borrower, other than the Lender’s Liens, or (iv) require any approval of any holder of stock of Borrower or its Subsidiaries or any approval or consent of any Person under any material agreement of Borrower or its Subsidiaries, other than consents or approvals that have been obtained and that remain in full force and effect;

(d)The execution, delivery, and performance by Borrower of this Amendment and the consummation of the transactions contemplated by this Amendment do not and will not require any registration with, consent, or approval of, or notice to, or other action with or by, any governmental authority, other than (i) registrations, consents, approvals, notices, or other actions that have been obtained and that remain in full force and effect and (ii) filings and recordings with respect to the collateral to be made, or otherwise delivered to the Lender for filing or recordation, as of the date hereof;

(e)this Amendment has been duly executed and delivered by Borrower and is the legally valid and binding obligation of Borrower, enforceable against Borrower in accordance with its terms, except as enforcement may be limited by equitable principles or by bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or limiting creditors’ rights generally; and

(f)both immediately before and after the Amendment Effective Date, the representations and warranties of the Parties contained in the Existing Loan Agreement or in the other Related Documents shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) on and as of the Amendment Effective Date as though made on and as of such date (except to the extent that such representations and warranties relate solely to an earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date).

4.Reaffirmation of Pledgor and each Related Party; Reference to and Effect on the Loan Agreement and the other Related Documents.

(a)Borrower on behalf of itself and each other Related Party (each, a “Reaffirming Party”), hereby confirms and agrees that, notwithstanding the effectiveness of this Amendment, each Related Document to which any Reaffirming Party is a party is, and all the obligations of such Reaffirming Party contained in, and all security interests and liens granted by such Reaffirming Party pursuant to, the Loan Agreement, this Amendment or in any other each Related Document to which such Reaffirming Party it is a party are, and shall continue to be, in full force and effect and are hereby ratified and confirmed in all respects, in each case as expressly amended by this Amendment. For greater certainty and without limiting the foregoing, (a) each Reaffirming Party that is a Credit Support Party hereby confirms and agrees that the guarantees provided by such Reaffirming Party in the Related Documents remain shall effective and shall constitute an unconditional and irrevocable guarantee of all obligations of the Related Parties under the Loan Agreement, as expressly amended by this Amendment, and the other Related Documents, in each case on the terms and conditions set forth in the Related Documents and (b) each Reaffirming Party hereby confirms and agrees that the Related Documents continue to grant (and each Reaffirming Party hereby grants) in favor of the Lender a continuing security interest in the collateral described in the Related Documents on the terms and subject to the conditions set forth in the Related Documents, and the existing security

interests and liens and/or guarantees granted by such Reaffirming Party in favor of the Lender pursuant to the Related Documents in the collateral described therein shall continue to secure the obligations of the Related Parties under the Loan Agreement, as expressly amended by this Amendment, and the other Related Documents as and to the extent provided in the Related Documents. Except as specifically amended by this Amendment, the Loan Agreement and the other Related Documents shall remain in full force.

(b)Except to the extent expressly set forth in this Amendment, the execution, delivery and performance of this Amendment shall not constitute a waiver of any provision of, or operate as a waiver of any right, power or remedy of the Lender under, the Loan Agreement or any of the other Related Documents.

(c)On and after the Amendment Effective Date, each reference in the Loan Agreement to “this Agreement”, “hereunder”, “hereof”, “herein” or words of like import referring to the Loan Agreement, and each reference in the other Related Documents to the “Loan Agreement”, “thereunder”, “thereof” or words of like import referring to the Loan Agreement shall mean and be a reference to the Loan Agreement as amended by this Amendment.

5.Waiver, Etc. Except as expressly set forth herein, this Amendment shall not constitute a modification or, or waiver or consent to departure from, the terms and conditions of the Loan Agreement and the other Related Documents.

6.APPLICABLE LAW; JURISDICTION; CONSENT TO SERVICE OF PROCESS. THIS AMENDMENT SHALL BE DEEMED TO BE A CONTRACT MADE UNDER AND GOVERNED BY THE LAWS OF THE STATE OF MINNESOTA.

7.Counterparts. This Amendment may be executed in any number of counterparts and by different parties on separate counterparts, each of which, when executed and delivered, shall be deemed to be an original, and all of which, when taken together, shall constitute but one and the same Agreement. Delivery of an executed counterpart of this Amendment by telefacsimile or other electronic method of transmission (including pdf or any electronic signature complying with the U.S. federal ESIGN Act of 2000, e.g., www.docusign.com) shall be equally as effective as delivery of an original executed counterpart of this Amendment.

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IN WITNESS WHEREOF, each of the undersigned has caused its duly authorized officer to execute and deliver this Amendment as of the date first set forth above.

AIRCO 1, LLC,
as Borrower

By: /s/ Mark Harris

Name: Mark Harris

Title: Chief Executive Officer

PARK STATE BANK
as the Lender

By: /s/ David Saber

Name: David Saber

Title: CEO/President

[Signature Page to Amendment to Loan Agreement]