8-K - SKYH - Equibles

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 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) January 8, 2026

Sky Harbour Group Corporation

(Exact name of registrant as specified in its charter)

Delaware	001-39648	85-2732947
(State or other jurisdiction<br><br> <br>of incorporation)	(Commission<br><br> <br>File Number)	(IRS Employer<br><br> <br>Identification No.)
136 Tower Road, Suite 205<br><br> <br>Westchester County Airport<br><br> <br>White Plains, NY	10604
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(Address of principal executive offices)	(Zip Code)

(212) 554-5990

Registrant’s telephone number, including area code

(Former name or former address, if changed since last report.)

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:

☐	Written communications 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)
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☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Class A common stock, par value $0.0001 per share	SKYH	The New York Stock Exchange
Warrants, each whole warrant exercisable for one share of Class A common stock at an exercise price of $11.50 per share	SKYH WS	The New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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

First Amendment to Draw Down Note Purchase Agreement and Holdco Guaranty Agreement

On January 8, 2026, Sky Harbour Capital II LLC (“SH Capital II”), a wholly-owned subsidiary of Sky Harbour Group Corporation (the “Company”), entered into an amendment (the “Amendment”) to its Draw Down Note Purchase And Continuing Covenant Agreement (the “Credit Agreement”), among SH Capital II, the other borrowers party thereto (the “Borrowers”), the lenders party thereto (the “Lenders”) and JPMorgan Chase Bank, N.A., as administrative agent, sole bookrunner and sole lead arranger (“JPMorgan” or “Administrative Agent”). The Amendment amends the Credit Agreement to provide for, among other things, conditions under which surplus funds, as defined in the Amendment (the “Credit Agreement Surplus Funds”), may be released to the Borrowers. Also on January 8, 2026, subsidiaries of the Company that own hangar campuses at Camarillo Airport and Bradley International Airport were added to the borrowing base of the Credit Agreement. Subsequently, on January 8, 2026, SH Capital II drew funds of approximately $13 million under the Credit Agreement in order to reimburse the Company for prior advances associated with capital expenditures at Bradley International Airport and certain other general corporate purposes. Following this draw, there is approximately $187 million in capacity under the Credit Agreement for future borrowings.

In addition, Sky Harbour Holdings III LLC (“SKYH III”), a wholly-owned subsidiary of the Company and a guarantor of the Credit Agreement, amended its related guaranty (the “Sky III Guaranty”, and such amendment, the “Sky III Guaranty Amendment”) to provide for, among other things, conditions under which surplus funds arising from amounts received by Sky Harbour LLC from excess revenues released from the Master Trust Indenture (Security Agreement), dated as of August 1, 2021, among Sky Harbour Capital LLC, and subsidiary entities thereof (“Obligated Group I”), and The Bank of New York Mellon, as master trustee, as amended from time to time and as joined from time to time by additional members as permitted therein (the “Master Indenture”).

Provided certain conditions within the Amendment are met, the Amendment permits the Borrowers to distribute or otherwise transfer such Credit Agreement Surplus Funds to (i) Sky Harbour LLC (the “Parent Guarantor”) for the payment of general and administrative expenses of the Parent Guarantor, (ii) the payment of current interest or principal on indebtedness of the Parent Guarantor or indebtedness guaranteed by the Parent Guarantor, (iii) to deposit or transfer such funds into a separate account of an affiliate of the Parent Guarantor as security for the payment of principal of or interest on other indebtedness, or (iv) as a capital contribution of a Borrower for the approved construction and operation of hangar project facilities at various airports (the “Portfolio II Projects”, and such restriction on distributions and transfers the “Permissible Uses”). The Amendment permits the release of the Credit Agreement Surplus Funds beginning on the later of January 1, 2027 or a trigger date based on substantial completion of certain Portfolio II Projects, and requires the Borrowers to maintain (i) a historical debt service coverage ratio, and a (ii) projected debt service coverage ratio, in each case determined on the last day of each fiscal quarter of the Borrowers, at a ratio of not less than 2.00 to 1.00.

The Sky III Guaranty Amendment permits the release of excess revenues released from the Master Trust on or after the later of (i) January 1, 2027 and (ii) three (3) months after the Capitalized Interest End Date provided that (a) there are funds in excess of $800,000 on deposit in the accounts for such excess revenues on release date, and (b) to the extent there is a deficiency in any of the accounts under, there are sufficient funds on deposit (in addition to the minimum amount of funds held pursuant to cover such deficiency) and such funds are applied to remedy each such deficiency. The release of excess revenues is also subject to Permissible Uses.

The above release conditions are also subject to the customary condition that there not be any default under the Credit Agreement.

The descriptions of the Amendment and the Sky III Guaranty Amendment are qualified in their entirety by reference to exhibits 10.1 and 99.2 to this Current Report on Form 8-K, respectively.

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

The information set forth under Item 1.01 of this Current Report on Form 8-K is incorporated by reference in this Item 2.03.

Item 7.01. Regulation FD Disclosure.

On January 12, 2026, the Company issued a press release (the “Press Release”) which announced its filing of a preliminary limited offering memorandum relating to an offering of $100 million 5-year tax-exempt bonds by Sky Harbour Capital III, a wholly-owned subsidiary of the Company, with the Municipal Securities Rulemaking Board and other business updates, including updated hangar occupancy statistics for the Company's hangar campuses in operation. A copy of the Press Release is furnished hereto as Exhibit 99.3 to this Current Report on Form 8-K and incorporated into this Item 7.01 by reference.

The furnishing of the Press Release is not an admission as to the materiality of any information therein. The information contained in the Press Release is summary information that is intended to be considered in the context of more complete information included in the Company’s filings with the U.S. Securities and Exchange Commission (the “SEC”) and other public announcements that the Company has made and may make from time to time by press release or otherwise. The Company undertakes no duty or obligation to update or revise the information contained in this report, although it may do so from time to time as its management believes is appropriate. Any such updating may be made through the filing of other reports or documents with the SEC, through press releases or through other public disclosures.

The information contained in this Item 7.01, including Exhibit 99.3 hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section or Sections 11 and 12(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”). The information contained in this Item 7.01 and the Press Release shall not be incorporated by reference in any filing under the Securities Act or the Exchange Act, except as shall be expressly set forth by specific reference in any such filing.

Cautionary Statement Regarding Forward-Looking Statements

This Current Report on Form 8-K includes “forward-looking statements” within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. Certain of these forward-looking statements can be identified by the use of words such as “believes,” “expects,” “intends,” “plans,” “estimates,” “assumes,” “may,” “should,” “will,” “seeks,” or other similar expressions. These statements are based on current expectations on the date of this Form 8-K and involve a number of risks and uncertainties that may cause actual results to differ significantly. The Company does not assume any obligation to update or revise any such forward-looking statements, whether as the result of new developments or otherwise. Readers are cautioned not to put undue reliance on forward-looking statements. Important factors that could cause actual results to differ materially from those in the forward-looking statements include the risks described in the “Risk Factors” section of the Company’s Annual Report on Form 10-K for the year ended December 31, 2024 and its other filings with the SEC.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits. The Exhibit Index set forth below is incorporated herein by reference.

EXHIBIT INDEX

Exhibit Number	Exhibit Title
10.1	First Amendment to Draw Down Note Purchase and Continuing Covenant Agreement, dated January 8, 2026, by and among Sky Harbour Capital II LLC, the other borrowers party thereto, the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent, sole bookrunner and sole lead arranger.
99.1	Guaranty, dated September 4, 2025, by and among Sky Harbour Holdings III LLC, and JP Morgan Chase Bank, N.A., as administrative agent.
99.2	First Amendment to Guaranty, dated January 8, 2026, by and among Sky Harbour Holdings III LLC, and JPMorgan Chase Bank, N.A., as administrative agent.
99.3	Press Release dated January 12, 2026.
104	Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURE

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

Dated: January 12, 2026

SKY HARBOUR GROUP CORPORATION
By:	/s/ Tal Keinan
Name:	Tal Keinan
Title:	Chief Executive Officer

ex_906368.htm

Exhibit 10.1

Execution Version

FIRST AMENDMENT TO

DRAW DOWN NOTE PURCHASE AND CONTINUING COVENANT AGREEMENT

THIS FIRST AMENDMENT TO DRAW DOWN NOTE PURCHASE AND CONTINUING COVENANT AGREEMENT (this “Amendment”) is dated January 8, 2026 (the “First Amendment Effective Date”), and is made by and among SKY HARBOUR CAPITAL II LLC, a Delaware limited liability company, as the sole borrower party hereto as of the First Amendment Effective Date (the “Borrower”), the lenders party hereto (the “Lenders”), and JPMORGAN CHASE BANK, N.A., as Administrative Agent (the “Administrative Agent”).

RECITALS

WHEREAS, the Borrower, the Lenders and the Administrative Agent are parties to that certain Draw Down Note Purchase and Continuing Covenant Agreement dated as of September 4, 2025 (the “Credit Agreement”); and

WHEREAS, the Borrower has requested that the Lenders and the Administrative Agent amend certain provisions of the Credit Agreement, and the Lenders and the Administrative Agent are willing to make such amendments, in each case, in the manner and on the terms and conditions set forth herein.

NOW, THEREFORE, in consideration of the above Recitals and the mutual covenants herein contained and for other valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, the parties hereto do hereby agree as follows:

1. Definitions. Unless otherwise specified herein, all capitalized terms used herein shall have the meanings specified in the Credit Agreement.

2. Amendments to the Credit Agreement. Effective as of the First Amendment Effective Date in accordance with Section 5 hereof:

2.1 Section 1.01 of the Credit Agreement is hereby amended to insert the following defined terms in the appropriate alphabetical order therein:

*“*Surplus Funds” has the meaning assigned to it in Section 5.18(a).

*“*Surplus Funds Release Conditions” means each of the following conditions: (a) the requested Surplus Funds Release Date shall be a Business Day occurring on or after the later of (i) January 1, 2027 and (ii) three (3) months after the Capitalized Interest End Date, and (b) the Historical Debt Service Coverage Ratio and the Projected Debt Service Coverage Ratio, as determined on the last day of the fiscal quarter immediately preceding the requested Surplus Funds Release Date, shall be not less than 2.00 to 1.00.

*“*Surplus Funds Release Date” means the first Business Day of a calendar month.

2.2 Section 2.12(a) of the Credit Agreement is hereby amended in its entirety and the following is inserted in lieu thereof:

(a) The Borrowers agree to pay, jointly and severally, to the Administrative Agent a commitment fee for the account of each Lender, which shall accrue at the Commitment Fee Rate on the amount of the undrawn portion of the Commitment (determined daily) of such Lender during the period from and including the Effective Date to but excluding the Maturity Date. Commitment fees accrued through and including the last day of March, June, September and December of each year shall be payable in arrears on the fifteenth day following such last day and on the Maturity Date, commencing on the first such date to occur after the date hereof; provided that any commitment fees accrued through and payable on the Maturity Date shall be payable on demand. All facility fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day and the last day of each period but excluding the Maturity Date).

Notwithstanding the foregoing, the amount of any commitment fee that is payable during the period from December 31, 2025 to but excluding the Capitalized Interest End Date will be paid either (i) in cash on each date any such commitment fee is due or (ii) in kind on each date any such commitment fee is due by automatically adding the applicable commitment fee amount to the outstanding principal amount of the Loans on a pro rata basis on each date for which the commitment fee is due and payable under this Section 2.12(a); provided that, to elect to pay any commitment fee in cash as provided in this Section 2.12(a), the Borrower Representative shall, not later than 11:00 a.m., New York City time, two Business Days prior to the next succeeding due date for such commitment fee, notify the Administrative Agent in writing that the commitment fee payable on the next succeeding due date will be paid in cash pursuant to this Section 2.12(a). If the Borrower Representative does not deliver notice to the Administrative Agent of its election to pay any commitment fee in cash under the proviso above to this paragraph, such commitment fee payable on the next succeeding due date shall be payable in kind as provided in this paragraph. Such increased principal amount of the Loans shall bear interest as provided in this Agreement and shall be considered outstanding and advanced for all purposes (except as provided in the proviso to this sentence) of this Agreement, including, without limitation, calculating Credit Exposure and Unfunded Commitments of the Lenders; provided that the portion of the increased principal amount of the Loans resulting from the payment in kind of any commitment fees shall not be considered outstanding for purposes of calculating the commitment fee pursuant to the preceding paragraph.

2.3 Section 2.13(g) of the Credit Agreement is hereby amended in its entirety and the following is inserted in lieu thereof:

(g) Notwithstanding paragraph (e) of this Section, from the date any Loan is made through but not including the Capitalized Interest End Date, interest on each Loan will accrue during such period and will be paid either (i) as provided in paragraph (e) or (ii) in kind by automatically adding the applicable interest amount to the outstanding principal amount of the related Loan on each date for which interest is due and payable hereunder; provided that, to elect to pay interest in cash as provided in this paragraph (g), the Borrower Representative shall, not later than 11:00 a.m., New York City time, two Business Days prior to the next succeeding Interest Payment Date, notify the Administrative Agent in writing that accrued interest on each Loan payable on the next succeeding Interest Payment Date will be paid in cash pursuant to paragraph (e); provided further that, if at any time a Default shall occur and be continuing, the Administrative Agent may determine in its sole and absolute discretion that interest shall no longer be payable in kind and, instead, shall be payable in cash on the immediately next Interest Payment Date and all succeeding Interest Payment Dates. If the Borrower Representative does not deliver notice to the Administrative Agent of its election to pay accrued interest on each Loan in cash under the proviso above to this paragraph (g), such accrued interest payable on the next succeeding Interest Payment Date shall be payable in kind as provided in this paragraph (g). Such increased principal amounts resulting from such capitalizing interest shall bear interest as provided in this Agreement and shall be considered outstanding and advanced for all purposes of this Agreement, including, without limitation, calculating Credit Exposure and Unfunded Commitments of the Lenders.

2.4 Section 5.18(a) of the Credit Agreement is hereby amended in its entirety and the following is inserted in lieu thereof:

(a)Revenue Account. At the time an Approved Eligible Project is added to the Borrowing Base and at all times thereafter until the full and final payment and satisfaction of all of the Obligations, the Borrower Representative, on behalf of the Borrower for such Borrowing Base Project, shall establish and maintain a deposit account with the Administrative Agent designated as such Borrower’s revenue account (each a “Revenue Account”) for such Borrowing Base Project. The Borrowers shall cause all rental and other income under a Hangar Lease attributable to a Borrowing Base Project to be deposited into the applicable Revenue Account by the 15th day of each month. Amounts on deposit in each Revenue Account shall be (A) first, transferred by the Administrative Agent to the Borrower Representative to pay the lessor under the Ground Lease relating to the Borrowing Base Project the rental amount coming due in such month under such Ground Lease, (B) second, transferred by the Administrative Agent to the Rebate Fund to make up any deficiency in the Rebate Fund, as determined by the Borrower Representative in accordance with the Tax Certificate, (C) third, transferred to the appropriate Operating Expense Account, an amount equal to the Budgeted Operating Costs and the Maintenance Capital Expenditures and the amount necessary to reimburse an Affiliate for Permitted Intercompany Transfers, in each case, for the applicable Borrower for the current month as requested in writing by the Borrower Representative; provided, however, that the Administrative Agent (1) shall not in any month deposit to any Operating Expense Account an amount to pay Budgeted Operating Costs of the related Borrower or Maintenance Capital Expenditures of the related Borrower, or an amount to reimburse an Affiliate for Permitted Intercompany Transfers, which are reasonably expected to cause the projected annual Budgeted Operating Costs, Maintenance Capital Expenditures or Permitted Intercompany Transfers for or relating to such Borrower to exceed the total annual Budgeted Operating Costs, Maintenance Capital Expenditures or Permitted Intercompany Transfers, respectively, as set forth in the annual Projections (as delivered pursuant to Section 5.01(g) hereof) for the then current Fiscal Year; and (2) shall not pay Budgeted Operating Costs or Maintenance Capital Expenditures for the related Borrower or transfer an amount to reimburse an Affiliate for Permitted Intercompany Transfers which exceed budgeted monthly Budgeted Operating Costs, Maintenance Capital Expenditures or Permitted Intercompany Transfers, respectively, as approved in such Projections for such month. The Borrower Representative shall deliver a written requisition to the Administrative Agent (upon which the Administrative Agent may conclusively rely without making any independent investigation) requesting the transfers contemplated by this Section 5.18(a)(C) and certifying that the conditions contained herein have been met; (D) fourth, transferred by the Administrative Agent to the SH Capital II LLC Debt Service Account and applied by the Administrative Agent to pay principal and interest then due on the Loans (and, without duplication, on the corresponding Notes), (E) fifth, applied by the Administrative Agent to replenish the SH Capital II LLC Debt Service Reserve Fund Account to an amount equal to the Debt Service Reserve Fund Requirement, (F) sixth, applied by the Administrative Agent to replenish the SH Capital II LLC Ramp Up Reserve Fund Account to an amount equal to the Ramp Up Reserve Requirement, and (G) seventh, upon the written request of the Borrower Representative, transferred by the Administrative Agent to a Borrower for use in accordance with Section 6.17 (funds released pursuant to this Section 5.18(a)(G) are referred to herein as “Surplus Funds”); provided that, to request any transfer pursuant to this Section 5.18(a)(G), the Borrower Representative shall deliver an executed certificate to the Administrative Agent, in substantially the form of Exhibit H, certifying that the Surplus Funds Release Conditions have been satisfied, that no Default has occurred and is continuing and that such contemplated release of Surplus Funds in accordance with such certificate shall not cause the Borrowers to violate Section 6.10(a) after giving effect to such release for the four quarters then ended; provided further that, the Borrower Representative may not request the transfer of Surplus Funds more than one (1) time in any one-month period.

2.5 Article V of the Credit Agreement is hereby amended to add the following section immediately after Section 5.20 therein:

Section 5.21. Signature Bank Account. On or prior to March 1, 2026, the Borrower Representative shall cause the account at Signature Bank ending in 5003 to be closed and shall cause all amounts previously deposited in such account at Signature Bank to be deposited into the applicable Revenue Account.

2.6 Section 6.07 of the Credit Agreement is hereby amended in its entirety and the following is inserted in lieu thereof:

Section 6.07. Restricted Payments; Development Fees; Construction Fees. Each Borrower will not, and will not permit any other Borrower to, (a) declare or make, or agree to pay or make, directly or indirectly, any Restricted Payment, except to the extent required in connection with a use of Surplus Funds permitted under Section 6.17, or (b) pay any fees under any Management Services Agreement or any Construction Contract except as expressly permitted pursuant to the terms of such Management Services Agreement or Construction Contract, respectively.

2.7 Article VI of the Credit Agreement is hereby amended to add the following section immediately after Section 6.16 therein:

Section 6.17. Surplus Funds. Each Borrower will not, and will not permit any other Borrower to, use Surplus Funds for any purpose other than (a) the distribution or transfer to the Parent Guarantor for the payment of general and administrative expenses of the Parent Guarantor, (b) the payment of current interest or principal (and any related redemption premium) on Indebtedness of the Parent Guarantor or Indebtedness guaranteed by the Parent Guarantor, (c) to deposit or transfer such funds into a separate account of an Affiliate of the Parent Guarantor as security for the payment of principal of or interest on Indebtedness of the Parent Guarantor or Indebtedness guaranteed by the Parent Guarantor, or (d) as a capital contribution of the applicable Borrower for an Approved Eligible Project.

2.8 The Credit Agreement is hereby amended to add Exhibit H immediately following Exhibit G thereto, which Exhibit H shall be in the form attached hereto as Annex A.

3. Representations and Warranties. To induce the Lenders and the Administrative Agent to enter into this Amendment, the Borrower represents and warrants as follows:

3.1 Incorporation of Representations and Warranties from Credit Agreement. The representations and warranties of the Borrower set forth in the Credit Agreement are true and correct on and as of the First Amendment Effective Date.

3.2 Absence of Default. Before and after giving effect to this Amendment, there has been no Default or Event of Default of any provision of the Credit Agreement or any other Loan Documents.

3.3 Power and Authority. The Borrower has the limited liability company power, and has taken all necessary limited liability company action, to authorize this Amendment and the Credit Agreement as amended hereby, and to execute, deliver and perform its obligations under this Amendment and the Credit Agreement as amended hereby, in accordance with their respective terms.

3.4 Binding Obligation. This Amendment has been duly executed and delivered by one or more duly authorized officers of the Borrower, and this Amendment constitutes a legal, valid and binding obligation of the Borrower enforceable in accordance with its terms, except as such enforceability may be limited by (a) the effect of any applicable bankruptcy, insolvency, reorganization, moratorium or similar law affecting creditors’ rights generally, and (b) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).

4. Conditions Precedent. This Amendment shall become effective as of the First Amendment Effective Date, subject to the satisfaction of each of the following conditions precedent:

4.1 The Administrative Agent shall have received a fully executed copy of this Amendment from the Borrower, the Lenders and the Administrative Agent.

4.2 The Administrative Agent shall have received a written opinion (addressed to the Administrative Agent and the Lenders) of counsel for the Borrower, covering such matters relating to this Amendment, in form and substance satisfactory to the Administrative Agent. The Borrower hereby requests such counsel to deliver such opinion.

4.3 All legal requirements provided herein and otherwise reasonably requested by the Administrative Agent incident to the execution, delivery and performance of this Amendment and the transactions contemplated thereby, shall be reasonably satisfactory to the Administrative Agent.

5. Full Force and Effect. Except as amended by this Amendment, the Credit Agreement shall continue in full force and effect. The parties hereby acknowledge and agree that any term or provision of any of the Loan Documents which refers to the Credit Agreement shall be deemed to refer to the Credit Agreement, as amended by this Amendment.

6. Effect Limited. The amendments set forth above shall be limited precisely as written and shall not be deemed to be amendments to any other transaction or of any other term or condition of the Credit Agreement or any of the Loan Documents, all of which are ratified and affirmed in all respects and shall continue in full force and effect. Nothing herein shall be deemed to entitle the Borrower to a consent to, or a waiver, modification or other change of, any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or any other Loan Document in similar or different circumstances.

7. Counterparts. This 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 agreement.

8. Governing Law; Jurisdiction; Consent to Service of Process; and Waiver of Jury Trial. THE PROVISIONS OF SECTIONS 9.09 AND 9.10 OF THE CREDIT AGREEMENT SHALL APPLY TO THIS AMENDMENT IN THE SAME MANNER AS THEY BY THEIR RESPECTIVE TERMS APPLY TO THE CREDIT AGREEMENT.

9. Legal Fees. The Borrower shall pay the reasonable legal fees and expenses of counsel to the Administrative Agent in accordance with the terms of the Credit Agreement. Such fees shall be paid promptly by the Borrower following presentation of an invoice by such counsel.

[signature pages immediately follow]

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and delivered by their respective authorized officers as of the First Amendment Effective Date.

SKY HARBOUR CAPITAL II LLC, as the Borrower
By:	/s/ Tal Keinan
Name:	Tal Keinan
Title:	Chief Executive Officer

First Amendment to Draw Down Note Purchase and Continuing Covenant Agreement

Signature Page

JPMORGAN CHASE BANK, N.A.,<br><br> <br>as Administrative Agent
By:	/s/ Allyson Goetschius
	Allyson Goetschius
	Executive Director

First Amendment to Draw Down Note Purchase and Continuing Covenant Agreement

Signature Page

DNT ASSET TRUST, as Lender
By:	/s/ Allyson Goetschius
	Allyson Goetschius
	Executive Director

First Amendment to Draw Down Note Purchase and Continuing Covenant Agreement

Signature Page

Annex A

EXHIBIT H

FORM OF SURPLUS FUNDS CERTIFICATE

,20

JPMorgan Chase Bank, N.A.

383 Madison Avenue, 3rd Floor

New York, New York 10179

Mail Code: NY1-M165

Attention: Allyson Goetschius, Janice Fong or Cameron Compertore

Tel No: (212) 270-0335, (212) 270-3762, or (212) 270-8445

Fax No: (917) 849-0272 or (917) 464-0884

Email: allyson.l.goetschius@jpmorgan.com

janice.r.fong@jpmorgan.com

cameron.compertore@jpmorgan.com

and

JPMorgan Chase Bank, N.A.

JPMorgan Loan Services

JPM-Delaware Loan Operations

500 Stanton Christiana Road, NCC5, Floor 01

Newark, Delaware 19713

Attention: Nate Molloy

Telephone: (302) 455-3225

Fax No: (201) 244-3628

Email: PFG_Servicing@jpmorgan.com

Ladies and Gentlemen:

Reference is hereby made to the Draw Down Note Purchase and Continuing Covenant Agreement dated as of September 4, 2025 (as the same may be amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”) among SKY HARBOUR CAPITAL II LLC, a Delaware limited liability company (“SH Capital II LLC”), the other borrowers from time to time party thereto pursuant to one or more Joinder Agreements (together with SH Capital II LLC, collectively, the “Borrowers” and, individually, each a “Borrower”), the Lenders party thereto, and JPMorgan Chase Bank, N.A., as administrative agent for the Lenders (in such capacity, the “Administrative Agent”). Each initially capitalized term used herein, and not otherwise defined herein, has meaning given it in the Credit Agreement.

Pursuant to Section 5.18(a)(G) of the Credit Agreement, the undersigned hereby certifies to the Administrative Agent and the Lenders that:

1. The undersigned is a Responsible Officer.

Exhibit H-1

2. The undersigned has reviewed the Loan Documents and the books and records of the Borrowers and has conducted such other examinations and investigations as are reasonably necessary to provide reasonable detail of the matters covered in this Certificate.

3. As of the date of this Certificate, no Default has occurred or is continuing.

4. The requested Surplus Funds Release Date is , 20 .^1^

5. As of the date of this Certificate, the Historical Debt Service Coverage Ratio and the Projected Debt Service Coverage Ratio, as determined on the last day of the fiscal quarter immediately preceding the requested Surplus Funds Release Date, shall be not less than 2.00 to 1.00. Attached hereto as Schedule 1 are reasonably detailed calculations of the Historical Debt Service Coverage Ratio and the Projected Debt Service Coverage Ratio, in form and detail reasonably satisfactory to the Administrative Agent.

6. The contemplated release of Surplus Funds in accordance with this Certificate shall not cause the Borrowers to violate Section 6.10(a) of the Credit Agreement after giving effect to such release for the four quarters then ended.

[signature on the following page]

^1^ Surplus Funds Release Date shall be the first Business Day of a calendar month.

Exhibit H-2

IN WITNESS WHEREOF, the undersigned has executed this certificate as of the date first above written.

SKY HARBOUR CAPITAL II LLC, as Borrower Representative
By:
Name:
Title:

Exhibit H-3

Schedule 1

Compliance as of , 20 .

Historical Debt Service Coverage Ratio:

A. For the Borrowers, on a Consolidated basis, without duplication, for any period, the sum of (a) Net Income for such period, plus (b) to the extent deducted in arriving at Net Income for such period, (i) federal and state income taxes, (ii) Interest Expense, and (iii) depreciation and amortization determined in accordance with GAAP for such period, plus (c) the Facility Cash Flow for such period; provided that, with respect to item (c), (i) such Facility Cash Flow has been, and remains, pledged to, and such pledge is perfected through the deposit of such funds in an account held in the name of, the Administrative Agent for the benefit of the Lenders pursuant to a Deposit Account Control Agreement (in form and substance reasonably satisfactory to the Administrative Agent), and (ii) the Initial Projects (as defined in the Master Indenture) have reached substantial completion and such substantial completion has been evidenced to the reasonable satisfaction of the Administrative Agent); provided further that, neither Upfront Tenant Lease Payments nor any other prepayment of rent under Hangar Leases shall be included in the calculation of EBITDA for any period.

Exhibit H-4

B. Minus the sum of (i) Maintenance Capital Expenditures paid in cash that were not funded with amounts on deposit in or transferred from any cash reserves and (ii) federal and state income taxes, paid in cash, for such period.	$
C. A- B =C TOTAL (NET<br><br> <br>OPERATING INCOME)	$
D. TOTAL INTEREST COMPONENT OF DEBT SERVICE	$
C TOTAL / D TOTAL = HISTORICAL<br><br> <br>DEBT COVERAGE RATIO	:1.00

As of the compliance date shown above, the Historical Debt Service Coverage Ratio is not less than 2.00:1.00.

Projected Debt Service Coverage Ratio:

A. To the extent included in the Borrowers’ Projections for such fiscal period, for the Borrowers, on a Consolidated basis, without duplication, for any period, the sum of (a) Net Income for such period, plus (b) to the extent deducted in arriving at Net Income for such period, (i) federal and state income taxes, (ii) Interest Expense, and (iii) depreciation and amortization determined in accordance with GAAP for such period, plus (c) the Facility Cash Flow for such period; provided that, with respect to item (c), (i) such Facility Cash Flow has been, and remains, pledged to, and such pledge is perfected through the deposit of such funds in an account held in the name of, the Administrative Agent for the benefit of the Lenders pursuant to a Deposit Account Control Agreement (in form and substance reasonably satisfactory to the Administrative Agent), and (ii) the Initial Projects (as defined in the Master Indenture) have reached substantial completion and such substantial completion has been evidenced to the reasonable satisfaction of the Administrative Agent); provided further that, neither Upfront Tenant Lease Payments nor any other prepayment of rent under Hangar Leases shall be included in the calculation of EBITDA for any period.

Exhibit H-5

B. Minus, to the extent included in the Borrowers’ Projections for such fiscal period, (ii) the sum of (x) the Projected Maintenance Capital Expenditures that are not Projected to be funded with amounts on deposit in or transferred from any cash reserves for the same period and (y) Projected federal and state income taxes, for such period.	$
C. A- B =C TOTAL (PROJECTED NET<br><br> <br>OPERATING INCOME)	$
D. TOTAL DEBT SERVICE (provided that, for purposes of total Debt Service, with respect to any determination of Debt Service during the calendar year in which the Maturity Date occurs, the principal balance of any Loan may be amortized on a straight-line debt service basis over twenty (20) years)	$
C TOTAL / D TOTAL = PROJECTED<br><br> <br>DEBT COVERAGE RATIO	:1.00

As of the compliance date shown above, the Projected Debt Service Coverage Ratio is not less than 2.00:1.00.

Exhibit H-6

ex_906369.htm

Exhibit 99.1

Execution Version

GUARANTY

This GUARANTY (this “Guaranty”), dated as of September 4, 2025 is entered into by SKY HARBOUR HOLDINGS III LLC, a Delaware limited liability company (the “Guarantor”), in favor of JPMORGAN CHASE BANK, N.A., as Administrative Agent (in such capacity, the “Administrative Agent”) for the benefit of the Secured Parties (as defined in the hereinafter defined Credit Agreement).

STATEMENT OF PURPOSE

On the date hereof, Sky Harbour Capital II LLC, a Delaware limited liability company (“SH Capital II LLC”), and the other borrowers from time to time party thereto pursuant to one or more Joinder Agreements (together with SH Capital II LLC, collectively, the “Borrowers” and, individually, each a “Borrower”), the Administrative Agent and the lenders party thereto (each a “Lender” and collectively, the “Lenders”), have entered into that certain Draw Down Note Purchase and Continuing Covenant Agreement (as the same may be amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), whereby the Lenders agreed subject to the terms thereof to make Loans available to the Borrowers through the purchase of Notes for Approved Eligible Projects.

It is a condition precedent to the making of the Loans through the purchase of Notes under the Credit Agreement that the Guarantor guarantee the indebtedness and other obligations of the Borrowers to the Secured Parties under or in connection with the Credit Agreement as set forth herein. The Guarantor will derive substantial direct and indirect benefits from the making of the Loans to the Borrowers through the purchase of Notes pursuant to the Credit Agreement (which benefits are hereby acknowledged by the Guarantor).

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the parties hereto, and to induce the Lenders to enter into the Credit Agreement and to induce the Lenders to make their respective Loans to the Borrowers thereunder through the purchase of Notes, the Guarantor hereby agrees with the Administrative Agent, for the benefit of the Secured Parties, as follows:

ARTICLE 1

DEFINED TERMS

SECTION 1.1 Definitions. The following terms when used in this Guaranty shall have the meanings assigned to them below:

“Applicable Law” means all applicable provisions of constitutions, laws, statutes, ordinances, rules, treaties, regulations, permits, licenses, approvals, interpretations and orders of Governmental Authorities and all orders and decrees of all courts and arbitrators.

“Debtor Relief Laws” has the meaning assigned thereto in Section 2.1.

“Guaranteed Obligations” has the meaning assigned thereto in Section 2.1.

“Insolvency Proceeding” has the meaning assigned thereto in Section 2.1.

“Payment in Full” means the payment in full in cash of all of the Guaranteed Obligations (other than contingent indemnification obligations).

“Subordinated Debt” has the meaning assigned thereto in Section 2.4(a).

“Subordinated Debt Payments” has the meaning assigned thereto in Section 2.4(b).

SECTION 1.2 Other Definitional Provisions. Terms defined in the Credit Agreement and not otherwise defined herein shall have the meaning assigned thereto in the Credit Agreement.

SECTION 1.3 Interpretation. The rules of interpretation set forth in Sections 1.03 to 1.06, inclusive, of the Credit Agreement shall be applicable to this Guaranty and are incorporated herein by this reference.

ARTICLE 2

GUARANTY

SECTION 2.1 Guaranty. The Guarantor hereby unconditionally and irrevocably guarantees to the Administrative Agent, for the benefit of the Secured Parties and their respective successors, endorsees, transferees and permitted assigns, the full and prompt payment when due (whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise) and performance of the indebtedness, liabilities and other obligations of each Borrower to the Secured Parties under or in connection with the Credit Agreement and the other Loan Documents, including all unpaid principal of the Loans and other Secured Obligations, all interest accrued thereon, all fees due under the Credit Agreement and all other amounts payable by the Borrower to the Lenders thereunder or in connection therewith. The terms “indebtedness,” “liabilities” and “obligations” are used herein in their most comprehensive sense and include any and all advances, debts, obligations and liabilities, now existing or hereafter arising, whether voluntary or involuntary and whether due or not due, absolute or contingent, liquidated or unliquidated, determined or undetermined, and whether recovery upon such indebtedness, liabilities and obligations may be or hereafter become unenforceable or shall be an allowed or disallowed claim under the Bankruptcy Code (Title 11, United States Code), any successor statute or any other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief laws of the United States or other applicable jurisdictions from time to time in effect and affecting the rights of creditors generally (collectively, “Debtor Relief Laws”) or any proceeding thereunder (an “Insolvency Proceeding”), whether created directly with the Administrative Agent or any Secured Party or acquired by the Administrative Agent or any Secured Party through assignment or endorsement or otherwise, whether matured or unmatured, whether joint or several, as and when the same become due and payable (whether at maturity or earlier, by reason of acceleration, mandatory repayment or otherwise), in accordance with the terms of any such instruments evidencing any such obligations, including all renewals, extensions or modifications thereof, and including any interest that accrues after the commencement by or against a Borrower of any Insolvency Proceeding naming such Borrower as the debtor in such proceeding. The foregoing indebtedness, liabilities and other obligations of each Borrower, and all other indebtedness, liabilities and obligations to be paid or performed by the Guarantor in connection with this Guaranty (including any and all amounts due under Section 4.3), shall hereinafter be collectively referred to as the “Guaranteed Obligations.”

SECTION 2.2 Bankruptcy Limitations on Guarantor. Notwithstanding anything to the contrary contained in Section 2.1, it is the intention of the Guarantor and the Secured Parties that, in any proceeding involving the bankruptcy, reorganization, arrangement, adjustment of debts, relief of debtors, dissolution or insolvency or any similar proceeding with respect to the Guarantor or its assets, the amount of the Guarantor’s obligations with respect to the Guaranteed Obligations (or any other obligations of the Guarantor to the Secured Parties) shall be equal to, but not in excess of, the maximum amount thereof not subject to avoidance or recovery by operation of Debtor Relief Laws after giving effect to Section 2.3(a). To that end, but only in the event and to the extent that after giving effect to Section 2.3(a), the Guarantor’s obligations with respect to the Guaranteed Obligations (or any other obligations of the Guarantor to the Secured Parties) or any payment made pursuant to such Guaranteed Obligations (or any other obligations of the Guarantor to the Secured Parties) would, but for the operation of the first sentence of this Section 2.2, be subject to avoidance or recovery in any such proceeding under Debtor Relief Laws after giving effect to Section 2.3(a), the amount of the Guarantor’s obligations with respect to the Guaranteed Obligations (or any other obligations of the Guarantor to the Secured Parties) shall be limited to the largest amount which, after giving effect thereto, would not, under Debtor Relief Laws, render the Guarantor’s obligations with respect to the Guaranteed Obligations (or any other obligations of the Guarantor to the Secured Parties) unenforceable or avoidable or otherwise subject to recovery under Debtor Relief Laws. To the extent any payment actually made pursuant to the Guaranteed Obligations exceeds the limitation of the first sentence of this Section 2.2 and is otherwise subject to avoidance and recovery in any such proceeding under Debtor Relief Laws, the amount subject to avoidance shall in all events be limited to the amount by which such actual payment exceeds such limitation and the Guaranteed Obligations as limited by the first sentence of this Section 2.2 shall in all events remain in full force and effect and be fully enforceable against the Guarantor. The first sentence of this Section 2.2 is intended solely to preserve the rights of the Secured Parties hereunder against the Guarantor in such proceeding to the maximum extent permitted by Debtor Relief Laws and neither the Guarantor, any Borrower, nor any other Person shall have any right or claim under such sentence that would not otherwise be available under Debtor Relief Laws in such proceeding.

SECTION 2.3 Subrogation. Until the Guaranteed Obligations shall be satisfied in full and the Commitments shall be terminated (other than contingent indemnification obligations under which no claim has been made), the Guarantor shall not have, and the Guarantor shall not directly or indirectly exercise, (i) any rights that it may acquire by way of subrogation under this Guaranty, by any payment hereunder or otherwise, or (ii) any rights of contribution, indemnification, reimbursement or similar suretyship claims arising out of this Guaranty or (iii) any other right which it might otherwise have or acquire (in any way whatsoever) which could entitle it at any time to share or participate in any right, remedy or security of any Secured Party as against any Borrower or other Secured Parties, whether in connection with this Guaranty, any of the other Loan Documents or otherwise. If any amount shall be paid to the Guarantor on account of the foregoing rights at any time when all the Guaranteed Obligations shall not have been paid in full, such amount shall be held in trust for the benefit of the Secured Parties and shall forthwith be paid to the Administrative Agent to be credited and applied to the Guaranteed Obligations, whether matured or unmatured, in accordance with the terms of the Loan Documents.

SECTION 2.4 Subordination Terms.

(a) Subordination to Payment of Guaranteed Obligations. All payments on account of all Indebtedness of any Borrower to the Guarantor, including all principal on any such credit extensions, all interest accrued thereon, all fees and all other amounts payable by any Borrower to the Guarantor in connection therewith, whether now existing or hereafter arising, and whether due or to become due (the “Subordinated Debt”), shall be subject, subordinate and junior in right of payment and exercise of remedies, to the extent and in the manner set forth herein, to the prior payment in full in cash or cash equivalents of the Guaranteed Obligations (other than contingent indemnification obligations under which no claim has been made).

(b) No Payments. As long as any of the Guaranteed Obligations shall remain outstanding and unpaid, the Guarantor shall not accept or receive any payment or distribution by or on behalf of any Borrower, directly or indirectly, of assets of any Borrower of any kind or character, whether in cash, property or securities, including on account of the purchase, redemption or other acquisition of Subordinated Debt, as a result of any collection, sale or other disposition of collateral, or by setoff, exchange or in any other manner, for or on account of the Subordinated Debt (“Subordinated Debt Payments”), except that if no Event of Default exists, the Guarantor shall be entitled to accept and receive regularly scheduled payments and other payments in the ordinary course on the Subordinated Debt, in accordance with the terms of the documents and instruments governing the Subordinated Debt and other Subordinated Debt Payments in respect of Subordinated Debt not evidenced by documents or instruments, in each case to the extent permitted under Article 6 of the Credit Agreement. During the existence of an Event of Default (or if any Event of Default would exist immediately after the making of a Subordinated Debt Payment), and until such Event of Default is cured or waived, the Guarantor shall not make, accept or receive any Subordinated Debt Payment. In the event that, notwithstanding the provisions of this Section 2.4, any Subordinated Debt Payments shall be received in contravention of this Section 2.4 by the Guarantor before all Guaranteed Obligations are paid in full in cash or cash equivalents (other than contingent indemnification obligations under which no claim has been made), such Subordinated Debt Payments shall be held in trust for the benefit of the Secured Parties and shall be paid over or delivered to the Administrative Agent for application to the payment in full in cash or cash equivalents of all Guaranteed Obligations remaining unpaid to the extent necessary to give effect to this Section 2.4, after giving effect to any concurrent payments or distributions to any Secured Party in respect of the Guaranteed Obligations.

(c) Subordination of Remedies. As long as any Guaranteed Obligations (other than contingent indemnification obligations under which no claim has been made) shall remain outstanding and unpaid, the Guarantor shall not, without the prior written consent of the Administrative Agent:

(i) accelerate, make demand or otherwise make due and payable prior to the original stated maturity thereof any Subordinated Debt or bring suit or institute any other actions or proceedings to enforce its rights or interests under or in respect of the Subordinated Debt;

(ii) exercise any rights under or with respect to (A) any guaranties of the Subordinated Debt, or (B) any collateral held by it, including causing or compelling the pledge or delivery of any collateral, any attachment of, levy upon, execution against, foreclosure upon or the taking of other action against or institution of other proceedings with respect to any collateral held by it, notifying any account debtors of any Borrower or asserting any claim or interest in any insurance with respect to any collateral, or attempt to do any of the foregoing;

(iii) exercise any rights to set-offs and counterclaims in respect of any indebtedness, liabilities or obligations of the Guarantor to any Borrower against any of the Subordinated Debt; or

(iv) commence, or cause to be commenced, or join with any creditor other than the Administrative Agent, on behalf of the Secured Parties, in commencing, any Insolvency Proceeding against any Borrower relating to the Subordinated Debt.

(d) Subordination of Payments and Distributions. In the event of any payment or distribution of assets of any Borrower of any kind or character, whether in cash, property or securities, upon any Insolvency Proceeding with respect to or involving any Borrower, (i) all amounts owing on account of the Guaranteed Obligations, including all interest accrued thereon at the contract rate both before and after the initiation of any such proceeding, whether or not an allowed claim in any such proceeding, shall first be paid in full in cash, or payment provided for in cash or in cash equivalents, before any Subordinated Debt Payment is made; and (ii) to the extent permitted by applicable law, any Subordinated Debt Payment to which the Guarantor would be entitled except for the provisions hereof, shall be paid or delivered by the trustee in bankruptcy, receiver, assignee for the benefit of creditors or other liquidating agent making such payment or distribution directly to the Administrative Agent (on behalf of the Secured Parties) for application to the payment of the Guaranteed Obligations in accordance with clause (i), after giving effect to any concurrent payment or distribution or provision therefor to any Secured Party in respect of such Guaranteed Obligations.

(e) Authorization to Administrative Agent. If, while any Subordinated Debt is outstanding, any Insolvency Proceeding is commenced by or against any Borrower or its property:

(i) The Guarantor shall promptly take such action as the Administrative Agent (on instruction from the Required Lenders) may reasonably request to file appropriate claims or proofs of claim in respect of the Subordinated Debt, and if no such proof of claim has been filed by 15 days prior to any bar date, the Administrative Agent may file such proof of claim; and

(ii) the Administrative Agent, when so instructed by the Required Lenders, is hereby irrevocably authorized and empowered (in the name of the Secured Parties or in the name of the Guarantor or otherwise), but shall have no obligation, to vote the Subordinated Debt as it may deem necessary or advisable for the exercise or enforcement of any of the rights or interests of the Secured Parties.

SECTION 2.5 Nature of Guaranty.

(a) The Guarantor agrees that this Guaranty is a continuing, unconditional guaranty of payment and performance and not of collection, and that its obligations under this Guaranty shall be primary, absolute and unconditional, irrespective of, and unaffected by, and the Guarantor hereby irrevocably waives, to the extent not prohibited by Applicable Law, any defenses (other than the defense that the Secured Obligations have been fully and finally performed and indefeasibly paid in full in cash) to enforcement it may have (now or in the future) by reason of:

(i) the genuineness, legality, validity, regularity, enforceability or any future amendment of, or change in, or supplement to, the Credit Agreement, any other Loan Document or any other agreement, document or instrument to which any Borrower, the Guarantor or any of their respective Subsidiaries or Affiliates is or may become a party (including any increase in the Guaranteed Obligations resulting from any extension of additional credit or otherwise);

(ii) any action under or in respect of the Credit Agreement or any other Loan Document in the exercise of any remedy, power or privilege contained therein or available to any of them at law, in equity or otherwise, or waiver or refraining from exercising any such remedies, powers or privileges (including any change in the time, place or manner of payment of, or in any other term of, the Guaranteed Obligations or any other obligation of any Secured Party under any Loan Document, or any rescission, waiver, amendment or other modification of any Loan Document or any other agreement, including any increase in the Guaranteed Obligations resulting from any extension of additional credit or otherwise);

(iii) the absence of any action to enforce this Guaranty, the Credit Agreement or any other Loan Document, or the waiver or consent by the Administrative Agent or any Secured Party (in each case, in accordance with the Credit Agreement) with respect to any of the provisions of this Guaranty, the Credit Agreement or any other Loan Document;

(iv) the existence, value or condition of, or failure to perfect its Lien (if any) against, any security for or other guaranty of the Guaranteed Obligations or any action, or the absence of any action, by the Administrative Agent or any Secured Party in respect of such security or guaranty (including, without limitation, the release of any such security or guaranty);

(v) any structural change in, restructuring of or other similar organizational change of any Borrower, the Guarantor, any other guarantors or any of their respective Subsidiaries or Affiliates;

(vi) any other action or circumstances which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor; or

(vii) any other circumstance (including, without limitation, any statute of limitations) or manner of administering the Loans or any existence of or reliance on any representation by any Secured Party that might vary the risk of the guarantor or otherwise operate as a defense available to, or a legal or equitable discharge of, any Secured Party or any other guarantor or surety;

it being agreed by the Guarantor that, subject to the first sentence of Section 2.2, its obligations under this Guaranty shall not be discharged until the Payment in Full of the Guaranteed Obligations and the termination of the Commitments.

(b) The Guarantor represents, warrants and agrees that, to the extent permitted by Applicable Law, the Guaranteed Obligations and its obligations under this Guaranty are not and shall not be subject to any counterclaims, offsets or defenses of any kind (other than the defense of payment) against the Administrative Agent, the Secured Parties, the Guarantor or the Borrower whether now existing or which may arise in the future.

(c) The Guarantor hereby agrees and acknowledges that the Guaranteed Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon this Guaranty, and all dealings among any Borrower and the Guarantor, on the one hand, and the Administrative Agent and the Secured Parties, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon this Guaranty.

SECTION 2.6 Waivers. To the extent permitted by Applicable Law, the Guarantor expressly, unconditionally and irrevocably waives all of the following rights and defenses (and agrees not to take advantage of or assert any such right or defense):

(a) any rights it may now or in the future have under any statute, or at law or in equity, or otherwise, to compel the Administrative Agent or any Secured Party to proceed in respect of the Guaranteed Obligations against any Borrower, the Guarantor, any other guarantor or any other Person or against any security for or other guaranty of the payment and performance of the Guaranteed Obligations before proceeding against, or as a condition to proceeding against, the Guarantor;

(b) any defense based upon the failure of the Administrative Agent or any Secured Party to commence an action in respect of the Guaranteed Obligations against any Borrower, the Guarantor, any other guarantor or any other Person or any security for the payment and performance of the Guaranteed Obligations;

(c) any right to insist upon, plead or in any manner whatever claim or take the benefit or advantage of, any appraisal, valuation, stay, extension, marshalling of assets or redemption laws, or exemption, whether now or at any time hereafter in force, which may delay, prevent or otherwise affect the performance by the Guarantor of its obligations under, or the enforcement by the Administrative Agent or the Secured Parties of this Guaranty;

(d) any right of diligence, presentment, demand, protest and notice of whatever kind or nature (except as specifically required herein or in the other Loan Documents) with respect to any of the Guaranteed Obligations or any requirement that any Secured Party protect, secure, perfect or insure any Lien or any property subject thereto;

(e) any and all rights to notice of the creation, renewal, extension or accrual of any of the Guaranteed Obligations and notice of acceptance of, or proof of reliance upon, this Guaranty by the Administrative Agent or any Secured Party; and

(f) any defense or right of setoff or recoupment or counterclaim (other than a defense of payment) against or in respect of the Guaranteed Obligations; The Guarantor agrees that any notice or directive given at any time to the Administrative Agent or any Secured Party which is inconsistent with any of the foregoing waivers shall be null and void and may be ignored by the Administrative Agent or such Secured Party, and, in addition, may not be pleaded or introduced as evidence in any litigation relating to this Guaranty for the reason that such pleading or introduction would be at variance with the written terms of this Guaranty, unless the Administrative Agent and the Required Lenders have specifically agreed otherwise in writing. The foregoing waivers are of the essence of the transaction contemplated by the Credit Agreement and the other Loan Documents, and, but for this Guaranty and such waivers, the Administrative Agent and Secured Parties would decline to enter into the Credit Agreement and the other Loan Documents.

SECTION 2.7 Modification of Loan Documents, etc. Neither the Administrative Agent nor any Secured Party shall incur any liability to the Guarantor as a result of any of the following, and none of the following shall impair or release this Guaranty or any of the obligations of the Guarantor under this Guaranty:

(a) any change or extension of the manner, place or terms of payment of, or renewal or alteration of all or any portion of, the Guaranteed Obligations;

(b) any action under or in respect of the Credit Agreement or any other Loan Document in the exercise of any remedy, power or privilege contained therein or available to any of them at law, in equity or otherwise, or waiver or refraining from exercising any such remedies, powers or privileges;

(d) any extension or waiver of the time for performance by the Guarantor, any other guarantor, any Borrower or any other Person of, or compliance with, any term, covenant or agreement on its part to be performed or observed under a Loan Document, or waiver of such performance or compliance or consent to a failure of, or departure from, such performance or compliance;

(e) the taking and holding of security or collateral for the payment of the Guaranteed Obligations or the sale, exchange, release, disposal of, or other dealing with, any property pledged, mortgaged or conveyed, or in which the Administrative Agent or the Secured Parties have been granted a Lien, to secure any Indebtedness of the Guarantor, any other guarantor, any Borrower or any other Person to the Administrative Agent or the Secured Parties;

(f) the release of anyone who may be liable in any manner for the payment of any amounts owed by the Guarantor, any other guarantor, any Borrower or any other Person to the Administrative Agent or any Secured Pary;

(g) any modification or termination of the terms of any intercreditor or subordination agreement pursuant to which claims of other creditors of the Guarantor, any other guarantor, any Borrower or any other Person are subordinated to the claims of the Administrative Agent or any Secured Party; or

(h) any application of any sums by whomever paid or however realized to any Guaranteed Obligations owing by the Guarantor, any other guarantor, any Borrower or any other Person to the Administrative Agent or any Secured Party in such manner as the Administrative Agent or any Secured Party shall determine in its reasonable discretion.

SECTION 2.8 Payment of Guaranteed Obligations. The Guarantor hereby agrees, in furtherance of the foregoing provisions of this Guaranty and not in limitation of any other right which the Administrative Agent, any Secured Party or any other Person may have against the Guarantor by virtue hereof, upon the failure of any Borrower to pay any of the Guaranteed Obligations when and as the same shall become due, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise (including amounts that would become due but for the operation of the automatic stay under §362(a) of the Bankruptcy Code) (after expiration of any grace or cure period), the Guarantor shall forthwith pay, or cause to be paid, in cash, to the Administrative Agent an amount equal to the amount of the Guaranteed Obligations then due as aforesaid (including interest which, but for the filing of a petition in any Insolvency Proceeding with respect to any Borrower, would have accrued on such Guaranteed Obligations, whether or not a claim is allowed against any Borrower for such interest in any such Insolvency Proceeding). The Guarantor shall make each payment hereunder, unconditionally in full without set-off, counterclaim or other defense, on the day when due in Dollars in immediately available funds to the Administrative Agent at such office of the Administrative Agent and to such account as are specified in the Credit Agreement. Any and all payments by or on account of any Guaranteed Obligation hereunder or under any other Guarantor Document shall to the extent permitted by Applicable Laws be made free and clear of and without reduction or withholding for any Taxes.

SECTION 2.9 Benefits of Guaranty. The provisions of this Guaranty are for the benefit of the Administrative Agent, on behalf of the Secured Parties, and the Secured Parties and their respective permitted successors, transferees, endorsees and assigns, and nothing herein contained shall impair, as between any Borrower and its Subsidiaries, the Administrative Agent and the Secured Parties, the obligations of any Borrower and its Subsidiaries under the Loans. In the event all or any part of the Guaranteed Obligations are transferred, endorsed or assigned by the Administrative Agent or any Secured Party to any Person or Persons as permitted under the Credit Agreement, any reference to an “Administrative Agent”, or “Secured Party” herein shall be deemed to refer equally to such Person or Persons.

SECTION 2.10 Payments to Administrative Agent. Any payments by the Guarantor shall be made to the Administrative Agent, to be credited and applied to the Guaranteed Obligations in accordance with Section 7.03 of the Credit Agreement, in immediately available Dollars to an account designated by the Administrative Agent or at the Administrative Agent’s office set forth in Section 9.01 of the Credit Agreement or at any other address that may be specified in writing from time to time by the Administrative Agent.

SECTION 2.11 Termination; Reinstatement.

(a) Subject to clause (c) below, this Guaranty shall remain in full force and effect until the Payment in Full of the Guaranteed Obligations and the termination of the Commitments.

(b) No payment made by any Borrower, the Guarantor, any other guarantor or any other Person received or collected by the Administrative Agent or any Secured Party from any Borrower, the Guarantor, any other guarantor or any other Person by virtue of any action or proceeding or any setoff or appropriation or application at any time or from time to time in reduction of or in payment of the Guaranteed Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of the Guarantor hereunder which shall, notwithstanding any such payment (other than any payment made by the Guarantor in respect of the obligations of the Guarantor or any payment received or collected from the Guarantor in respect of the obligations of the Guarantor), remain liable for the obligations of the Guarantor up to the maximum liability of the Guarantor hereunder until the Payment in Full of the Guaranteed Obligations and the termination of the Commitments.

(c) The Guarantor agrees that, if any payment made by any Borrower or any other Person applied to the Guaranteed Obligations is at any time avoided, annulled, set aside, rescinded, invalidated, declared to be fraudulent or preferential or otherwise required to be refunded or repaid, or is repaid in whole or in part pursuant to a good faith settlement of a pending or threatened avoidance claim, or the proceeds of any Collateral, if any, are required to be refunded by the Administrative Agent or any Secured Party to any Borrower, its estate, trustee, receiver or any other Person, including, without limitation, the Guarantor, under any Applicable Law or equitable cause, then, to the extent of such payment or repayment, the Guarantor’s liability hereunder (and any Lien or Collateral, if any, securing such liability) shall be and remain in full force and effect, as fully as if such payment had never been made, and, if prior thereto, this Guaranty shall have been canceled or surrendered (and if any Lien or Collateral, if any, securing the Guarantor’s liability hereunder shall have been released or terminated by virtue of such cancellation or surrender), this Guaranty (and such Lien or Collateral, if any,) shall be reinstated in full force and effect, and such prior cancellation or surrender shall not diminish, release, discharge, impair or otherwise affect the obligations of the Guarantor in respect of the amount of such payment (or any Lien or Collateral, if any, securing such obligation).

ARTICLE 3

REPRESENTATIONS, WARRANTIES AND COVENANTS

SECTION 3.1 Representations, Warranties and Covenants. To induce the Secured Parties to make the Loans through the purchase of Notes, the Guarantor makes the following representations, warranties and covenants to the Guaranteed Parties as set forth in this Section 3.1. The Guarantor acknowledges that but for the truth and accuracy of the matters covered by the following representations, warranties and covenants, the Secured Parties would not have agreed to make the Loans.

(a) The Guarantor is duly organized and existing and in good standing under the laws of the State of Delaware. The Guarantor is currently qualified or licensed (as applicable) and shall remain qualified or licensed to do business in each jurisdiction in which the nature of its business requires it to be so qualified or licensed, except where the failure to preserve and maintain such qualification or license to do business could not reasonably be expected to result in a Material Adverse Effect.

(b) All financial statements of the Guarantor delivered to the Administrative Agent (i) present fairly in all material respects the financial condition of the Guarantor and its consolidated subsidiaries as of the applicable date set forth therein, (ii) disclose all liabilities of the Guarantor and its consolidated subsidiaries as of such date that are required to be reflected or reserved against under GAAP, whether liquidated or unliquidated, fixed or contingent, and (iii) have been prepared in accordance with GAAP consistently applied (subject, in the case of any quarterly financial statements, to the absence of footnotes and year-end audit adjustments).

(c) The execution, delivery, and performance by the Guarantor of this Guaranty has been duly authorized and this Guaranty creates legal, valid, and binding obligations of the Guarantor enforceable in accordance with its terms, except as such enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws.

(d) The execution, delivery, and performance by the Guarantor of this Guaranty does not and will not contravene or conflict with (i) any material law, order, rule, regulation, writ, injunction or decree now in effect of any Government Authority, or court having jurisdiction over the Guarantor, (ii) any contractual restriction binding on or affecting the Guarantor or the Guarantor’s property or assets which may adversely affect the Guarantor’s ability to fulfill its obligations under this Guaranty, (iii) the instruments creating any trust holding title to any assets included in the Guarantor’s financial statements, or (iv) the organizational or other documents of the Guarantor.

(e) Except as disclosed in writing to Administrative Agent, there is no action, proceeding, or investigation pending or, to the Guarantor’s knowledge, threatened or affecting the Guarantor, which could reasonably be expected to materially and adversely affect the Guarantor’s ability to fulfill its obligations under this Guaranty. There are no judgments or orders for the payment of money rendered against the Guarantor for an amount in excess of $500,000 that have been undischarged for a period of ten (10) or more consecutive days and the enforcement of which is not stayed by reason of a pending appeal or otherwise. The Guarantor is not in default under any agreements that could reasonably be expected to materially and adversely affect the Guarantor’s ability to fulfill its obligations under this Guaranty.

(f) As of the date hereof and throughout the term of the Credit Agreement (a) the Guarantor is not and will not be an “employee benefit plan,” as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), whether or not subject to Title I of ERISA, or a “plan” as defined in Section 4975(e)(1) of the Code, whether or not subject to Section 4975 of the Code; (b) none of the assets of the Guarantor constitutes or will constitute “plan assets” of one or more plans described in the foregoing clause (a) within the meaning of U.S. Department of Labor Regulation 29 C.F.R. Section 2510.3-101, as modified by Section 3(42) of ERISA; and (c) transactions by or with the Guarantor are not and will not be subject to any state statute regulating investments of, or fiduciary obligations with respect to, governmental plans, as defined in Section 3(32) of ERISA. The Guarantor shall not engage in any transaction which would cause any obligation, or action taken or to be taken, hereunder or under any other Loan Document (or the exercise by Administrative Agent of any of its rights under this Guaranty or the other Loan Documents) to be a non-exempt prohibited transaction under ERISA or Section 4975 of the Code.

(g) As of the date hereof, and after giving effect to this Guaranty and the contingent obligations evidenced hereby, the Guarantor is and expects to be solvent at all times, and has and expects to have assets at all times which, fairly valued, exceed its obligations, liabilities and debts, and has and expects to have property and assets at all times sufficient to satisfy and repay its obligations and liabilities. The Guarantor shall promptly (and in any case within three (3) Business Days thereof) provide written notice to Administrative Agent if at any time the Guarantor does not have sufficient assets to fully cover the obligations and performance by the Guarantor pursuant to the terms and conditions of this Guaranty.

(h) All statements set forth in the Recitals are true and correct in all material respects.

All of the foregoing representations and warranties shall be deemed made as of the date hereof and remade on the date of each disbursement of Loan proceeds, and upon any extension of the Loans pursuant to the Credit Agreement. The Guarantor hereby agrees to indemnify, defend and hold the Administrative Agent and the Secured Parties free and harmless from and against all loss, cost, liability, damage, and expense, including attorneys’ fees and costs, which the Administrative Agent or any Secured Party may sustain by reason of the inaccuracy or breach of any of the foregoing representations and warranties as of the date the foregoing representations and warranties are made.

SECTION 3.2 Facility Cash Flow Account. No later than January 1, 2027, and at all times thereafter until the full and final payment and satisfaction of all of the Obligations, the Guarantor shall establish and maintain a deposit account with the Administrative Agent designated as the “Facility Cash Flow Account” (the “Facility Cash Flow Account”), and shall cause all Facility Cash Flows received from the Parent Guarantor to be deposited therein immediately upon receipt. Within thirty (30) days of establishing the Facility Cash Flow Account, the Guarantor shall execute and deliver a deposit account control agreement with the Administrative Agent and a depository bank, in form and substance satisfactory to the Administrative Agent.

ARTICLE 4

MISCELLANEOUS

SECTION 4.1 Notices. All notices and communications hereunder shall be given to the addresses and otherwise made in accordance with Section 9.01 of the Credit Agreement; provided that notices and communications to the Guarantor shall be directed to the Guarantor, at the address of the Borrower Representative set forth in Section 9.01 of the Credit Agreement.

SECTION 4.2 Amendments and Waivers. This Guaranty shall not be amended except by written agreement of the Guarantor and the Required Lenders (or by the Administrative Agent with the consent of the Required Lenders). No waiver of any rights of the Secured Parties under any provision of this Guaranty or consent to any departure by the Guarantor therefrom shall be effective unless in writing and signed by the Required Lenders, or the Administrative Agent (with the written consent of the Required Lenders). Any such amendment, waiver or consent shall be effective only in the specific instance and for the specific purpose for which given.

SECTION 4.3 Expenses; Indemnification; Waiver of Consequential Damages; Incorporation of Other Terms; Etc.

(a) The Guarantor shall pay all out-of-pocket expenses (including, without limitation, attorney’s fees and expenses) incurred by the Administrative Agent and each Secured Party to the extent any Borrower would be required to do so pursuant to Section 9.03(a) of the Credit Agreement.

(b) The Guarantor shall pay and indemnify each Indemnitee against Indemnified Taxes and Other Taxes to the extent any Borrower would be required to do so pursuant to Section 2.17 of the Credit Agreement.

(c) The Guarantor shall indemnify each Indemnitee to the extent any Borrower would be required to do so pursuant to Section 9.03 of the Credit Agreement.

(d) The Guarantor agrees to the provisions of Sections 9.01(b), 9.01(c), 9.01(d), 9.03(b) and 9.03(e) of the Credit Agreement, which are incorporated herein by reference as if fully set forth herein; provided that references therein to “Agreement” shall mean this Guaranty.

(e) All amounts due under this Section 4.3 shall be payable promptly after demand therefor.

(f) Each party’s obligations under this Section 4.3 shall survive the termination of the Loan Documents and the payment of the Guaranteed Obligations.

SECTION 4.4 Right of Setoff. If an Event of Default shall have occurred and be continuing, each Secured Party and each of its respective Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by Applicable Law, to setoff and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Secured Party or any such Affiliate to or for the credit or the account of the Guarantor to the same extent a Secured Party could do so under Section 9.09 of the Credit Agreement. The rights of each Secured Party and its respective Affiliates under this Section 4.4 are in addition to other rights and remedies (including other rights of setoff) that such Secured Party or its respective Affiliates may have. Each Secured Party agrees to notify the Guarantor and the Administrative Agent promptly after any such setoff and application; provided that the failure to give such notice shall not affect the validity of such setoff and application.

SECTION 4.5 Governing Law; Jurisdiction; Venue; Service of Process.

(a) Governing Law. This Guaranty and any claim, controversy, dispute or cause of action (whether in contract or tort or otherwise) based upon, arising out of or relating to this Guaranty and the transactions contemplated hereby shall be governed by, and construed in accordance with, the laws of the State of New York.

(b) Submission to Jurisdiction. The Guarantor hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of the United States District Court for the Southern District of New York sitting in the Borough of Manhattan (or if such court lacks subject matter jurisdiction, the Supreme Court of the State of New York sitting in the Borough of Manhattan), and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Guaranty or any other Loan Document or the transactions relating hereto or thereto, or for recognition or enforcement of any judgment, and the Guarantor hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may (and any such claims, cross-claims or third party claims brought against the Administrative Agent or any of its Related Parties may only) be heard and determined in such Federal (to the extent permitted by law) or New York State court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Guaranty or in any other Loan Document shall (i) affect any right that the Administrative Agent or any Secured Party may otherwise have to bring any action or proceeding relating to this Guaranty against the Guarantor or its properties in the courts of any jurisdiction, or (ii) waive any statutory, regulatory, common law, or other rule, doctrine, legal restriction, provision or the like providing for the treatment of bank branches, bank agencies, or other bank offices as if they were separate juridical entities for certain purposes, including Uniform Commercial Code Sections 4-106, 4-A-105(1)(b), and 5-116(b), UCP 600 Article 3 and ISP98 Rule 2.02, and URDG 758 Article 3(a).

(c) Waiver of Venue. The Guarantor hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Guaranty or any other Loan Document in any court referred to in paragraph (b) of this Section. The Guarantor hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court.

(d) Service of Process. Each party hereto irrevocably consents to service of process in the manner provided for notices in Section 9.01 of the Credit Agreement. Nothing in this Guaranty will affect the right of any party hereto to serve process in any other manner permitted by Applicable Law.

(e) Appointment of the Borrower Representative as Agent for the Guarantor. The Guarantor hereby irrevocably appoints and authorizes the Borrower Representative to act as its agent for service of process and notices required to be delivered under this Guaranty or under the other Loan Documents, it being understood and agreed that receipt by any Borrower of any summons, notice or other similar item shall be deemed effective receipt by the Guarantor and its Subsidiaries.

SECTION 4.6 Waiver of Jury Trial. EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS GUARANTY OR THE TRANSACTIONS CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS GUARANTY BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

SECTION 4.7 Injunctive Relief. The Guarantor recognizes that, in the event the Guarantor fails to perform, observe or discharge any of its obligations or liabilities under this Guaranty or any other Loan Document, any remedy of law may prove to be inadequate relief to the Administrative Agent and the Secured Parties. Therefore, the Guarantor agrees that the Administrative Agent and the Secured Parties, at the option of the Administrative Agent and the Secured Parties, shall be entitled to temporary and permanent injunctive relief in any such case without the necessity of proving actual damages.

SECTION 4.8 No Waiver by Course of Conduct, Cumulative Remedies. No course of dealing between the Guarantor, the Administrative Agent or any Secured Party or their respective agents or employees shall be effective to change, modify or discharge any provision of this Guaranty or any other Loan Documents or to constitute a waiver of any Event of Default. The enumeration of the rights and remedies of the Administrative Agent and the Secured Parties set forth in this Guaranty is not intended to be exhaustive and the exercise by the Administrative Agent and the Secured Parties of any right or remedy shall not preclude the exercise of any other rights or remedies, all of which shall be cumulative, and shall be in addition to any other right or remedy given hereunder or under the other Loan Documents or that may now or hereafter exist at law or in equity or by suit or otherwise. Neither the Administrative Agent nor any Secured Party shall by any act (except by a written instrument pursuant to Section 4.2), delay, indulgence, omission or otherwise be deemed to have waived any right or remedy hereunder or to have acquiesced in any Default or Event of Default. No delay or failure to take action on the part of the Administrative Agent or any Secured Party in exercising any right, power or privilege hereunder shall operate as a waiver thereof nor shall any single or partial exercise of any such right, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, power or privilege or shall be construed to be a waiver of any Event of Default. A waiver by the Administrative Agent or any Secured Party of any right or remedy hereunder on any one occasion shall not be construed as a bar to any right or remedy which the Administrative Agent or such Secured Party would otherwise have on any future occasion.

SECTION 4.9 Successors and Assigns. The provisions of this Guaranty shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns; except that the Guarantor may not assign or otherwise transfer any of its rights or obligations under this Guaranty without the prior written consent of the Administrative Agent and the Secured Parties (except as otherwise provided by the Credit Agreement).

SECTION 4.10 All Powers Coupled With Interest. All powers of attorney and other authorizations granted to the Secured Parties, the Administrative Agent and any Persons designated by the Administrative Agent or any Secured Party pursuant to any provisions of this Guaranty or any of the other Loan Documents shall be deemed coupled with an interest and shall be irrevocable until the Payment in Full of the Guaranteed Obligations and the termination of the Commitments; provided that the foregoing powers or authorizations under this Section 4.10 may be exercised by the Secured Parties, the Administrative Agent or any of their designees, in each case, solely so long as an Event of Default has occurred and is continuing.

SECTION 4.11 Survival of Indemnities. Notwithstanding any termination of this Guaranty, the indemnities to which the Administrative Agent and the Secured Parties are entitled under the provisions of Section 4.3 and any other provision of this Guaranty and the other Loan Documents shall continue in full force and effect and shall protect the Administrative Agent and the Secured Parties against events arising after such termination as well as before.

SECTION 4.12 Severability of Provisions. Any provision of this Guaranty which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective only to the extent of such prohibition or unenforceability without invalidating the remainder of such provision or the remaining provisions hereof or thereof or affecting the validity or enforceability of such provision in any other jurisdiction.

SECTION 4.13 Counterparts. This Guaranty may be executed in any number of counterparts (and by different parties hereto in separate counterparts), each of which shall constitute an original, but all of which taken together shall constitute a single contract. Delivery of an executed counterpart of a signature page to this Guaranty or any document or instrument delivered in connection herewith by facsimile or in electronic (i.e., “pdf” or “tif”) form shall be effective as delivery of a manually executed counterpart of this Guaranty or such other document or instrument, as applicable. This Guaranty may be executed by Electronic Signatures pursuant to, and in accordance with, the provisions of Section 9.07(b) of the Credit Agreement.

SECTION 4.14 Integration. This Guaranty and the other Loan Documents, and any separate letter agreements with respect to fees constitute the entire contract of the parties relating to the subject matter hereof and supersede all previous agreements and understandings, written or oral, relating to the subject matter hereof. In the event of any conflict between the provisions of this Guaranty and those of (a) the Credit Agreement, the provisions of the Credit Agreement shall control, and (b) any other Loan Document not referenced in clause (a) above, the provisions of this Guaranty shall control; provided that the inclusion of supplemental rights or remedies in favor of the Administrative Agent or the Secured Parties in any other Loan Document shall not be deemed a conflict with this Guaranty.

SECTION 4.15 Advice of Counsel, No Strict Construction. Each of the parties represents to each other party hereto that it has discussed this Guaranty with its counsel. The parties hereto have participated jointly in the negotiation and drafting of this Guaranty. In the event an ambiguity or question of intent or interpretation arises, this Guaranty shall be construed as if drafted jointly by the parties hereto and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provisions of this Guaranty.

SECTION 4.16 Acknowledgements. The Guarantor hereby acknowledges that it has received a copy of the Credit Agreement and has reviewed and understands the same.

SECTION 4.17 Release. Subject to Section 2.10 of this Guaranty, upon the Payment in Full of the Guaranteed Obligations and the termination of the Commitments, this Guaranty and all obligations (other than those expressly stated to survive such termination or as may be reinstated after such termination) of the Administrative Agent and the Guarantor hereunder shall automatically terminate, all without delivery of any instrument or performance of any act by any party.

SECTION 4.18 USA PATRIOT Act. Each Secured Party that is subject to the requirements of the Patriot Act hereby notifies the Guarantor that pursuant to the requirements of the Patriot Act, it is required to obtain, verify and record information that identifies the Guarantor, which information includes the name and address of the Guarantor and other information that will allow such Secured Party to identify the Guarantor in accordance with the Patriot Act.

SECTION 4.19 Acknowledgment Regarding Any Supported QFCs. The provisions contained in Section 9.18 of the Credit Agreement shall be applicable to this Guaranty and are hereby incorporated by reference as if fully set forth herein.

[Signatures Appear on Following Pages]

IN WITNESS WHEREOF, the Guarantor has executed and delivered this Guaranty under seal by their duly authorized officers, all as of the day and year first above written.

SKY HARBOUR HOLDINGS Ill LLC, as Guarantor
By: /s/ Tal Keinan
Name: Tal Keinan
Title: Authorized Signatory

[Signature Page to Guaranty]

Acknowledged by the Administrative Agent as of the day and year first written above:
JPMORGAN CHASE BANK, N.A., as Administrative Agent for the benefit of the Secured Parties
By: /s/ Allyson Goetschius
Name: Allyson Goetschius
Title: Executive Director

[Signature Page to Guaranty]

ex_906370.htm

Exhibit 99.2

FIRST AMENDMENT TO GUARANTY

THIS FIRST AMENDMENT TO GUARANTY (this “Amendment”) is dated January 8, 2026 (the “First Amendment Effective Date”), and is made by and between SKY HARBOUR HOLDINGS III LLC, a Delaware limited liability company (the “Guarantor”), and JPMORGAN CHASE BANK, N.A., as Administrative Agent (the “Administrative Agent”) for the benefit of the Secured Parties (as defined in the hereinafter defined Guaranty).

RECITALS

WHEREAS, the Guarantor delivered that certain Guaranty dated as of September 4, 2025 (the “Guaranty”) to the Administrative Agent for the benefit of the Secured Parties; and

WHEREAS, the Guarantor has requested that the Administrative Agent amend certain provisions of the Guaranty, and the Administrative Agent (with the consent of the Required Lenders) is willing to make such amendments, in each case, in the manner and on the terms and conditions set forth herein.

1. Definitions. Unless otherwise specified herein, all capitalized terms used herein shall have the meanings specified in the Guaranty and the Credit Agreement (as defined in the Guaranty).

2. Amendments to the Guaranty. Effective as of the First Amendment Effective Date in accordance with Section 5 hereof:

2.1 Section 1.1 of the Guaranty is hereby amended to insert the following defined terms in the appropriate alphabetical order therein:

“First Amendment Effective Date” means January 8, 2026.

“OG Surplus Facility Cash Flow Funds” has the meaning assigned to it in Section 3.2(b).

“OG Surplus Facility Cash Flow Release Conditions” means each of the following conditions: (a) the requested OG Surplus Facility Cash Flow Release Date shall be a Business Day occurring on or after the later of (i) January 1, 2027 and (ii) three (3) months after the Capitalized Interest End Date, (b) there are funds in excess of $800,000 on deposit in the Facility Cash Flow Account on the requested OG Surplus Facility Cash Flow Release Date, and (c) to the extent there is a deficiency in any of the accounts under Section 5.18(a)(D), Section 5.18(a)(E) or Section 5.18(a)(F) of the Credit Agreement, there are sufficient funds on deposit (in addition to the minimum amount of funds held pursuant to subsection (b) above) in the Facility Cash Flow Account to cover such aggregate deficiency and such funds are applied to remedy each such deficiency.

“OG Surplus Facility Cash Flow Release Date” means the first Business Day of a calendar month.

2.2 Section 3.2 of the Guaranty is hereby amended in its entirety and the following is inserted in lieu thereof:

Section 3.2 Facility Cash Flow Account. (a) No later than January 1, 2027, and at all times thereafter until the full and final payment and satisfaction of all of the Obligations, the Guarantor shall establish and maintain a deposit account with the Administrative Agent designated as the “Facility Cash Flow Account” (the “Facility Cash Flow Account”), and shall cause all Facility Cash Flows received from the Parent Guarantor to be deposited therein immediately upon receipt. Within thirty (30) days of the First Amendment Effective Date, the Guarantor shall execute and deliver a deposit account control agreement, blocked account control agreement or such other similarly styled agreement with the Administrative Agent and a depository bank, in form and substance satisfactory to the Administrative Agent.

(b) Upon the written request of the Guarantor, as acknowledged by the Parent Guarantor, the Administrative Agent shall transfer amounts on deposit in the Facility Cash Flow Account to the Guarantor or a deposit account designated by the Guarantor for use in accordance with Section 3.3 (funds released pursuant to this Section 3.2(b) are referred to herein as “OG Surplus Facility Cash Flow Funds”); provided that, to request any transfer pursuant to this Section 3.2(b), the Guarantor shall deliver an executed certificate to the Administrative Agent, in substantially the form of Exhibit A, certifying that the OG Surplus Facility Cash Flow Release Conditions have been satisfied and that no Default has occurred and is continuing; provided further that, the Guarantor may not request the transfer of amounts on deposit in the Facility Cash Flow Account more than one (1) time in any one-month period.

2.3 Article 3 of the Guaranty is hereby amended to add the following section immediately after Section 3.2 therein:

Section 3.3 OG Surplus Facility Cash Flow Funds. The Guarantor will not use OG Surplus Facility Cash Flow Funds for any purpose other than (a) the distribution or transfer to the Parent Guarantor for the payment of general and administrative expenses of the Parent Guarantor, (b) the payment of current interest or principal (and any related redemption premium) on Indebtedness of the Parent Guarantor or Indebtedness guaranteed by the Parent Guarantor, (c) to deposit or transfer such funds into a separate account of an Affiliate of the Parent Guarantor as security for the payment of principal of or interest on Indebtedness of the Parent Guarantor or Indebtedness guaranteed by the Parent Guarantor, or (d) to transfer such funds, directly or indirectly, as an equity contribution to a Borrower for use as a capital contribution of such Borrower for an Approved Eligible Project. For the avoidance of doubt, OG Surplus Facility Cash Flow Funds do not constitute revenues or other income that must be deposited by the Parent Guarantor or a Borrower into a Revenue Account under Section 5.18 of the Credit Agreement, and the release of the OG Surplus Facility Cash Flow Funds from the Facility Cash Flow Account to the Parent Guarantor or to a deposit account designated by the Parent Guarantor are governed only by the conditions set forth in Section 3.2(b) of this Guaranty.

2.4 The Guaranty is hereby amended to add Exhibit A in the form attached hereto as Annex A.

3. Representations and Warranties. To induce the Administrative Agent to enter into this Amendment for the benefit of the Secured Parties, the Guarantor represents and warrants as follows:

3.1 Incorporation of Representations and Warranties from Guaranty. The representations and warranties of the Guarantor set forth in the Guaranty are true and correct on and as of the First Amendment Effective Date.

3.2 Absence of Default. Before and after giving effect to this Amendment, there has been no Default or Event of Default of any provision of the Guaranty or any other Loan Documents.

3.3 Power and Authority. The Guarantor has the limited liability company power, and has taken all necessary limited liability company action, to authorize this Amendment and the Guaranty as amended hereby, and to execute, deliver and perform its obligations under this Amendment and the Guaranty as amended hereby, in accordance with their respective terms.

3.4 Binding Obligation. This Amendment has been duly executed and delivered by one or more duly authorized officers of the Guarantor, and this Amendment constitutes a legal, valid and binding obligation of the Guarantor enforceable in accordance with its terms, except as such enforceability may be limited by (a) the effect of any applicable bankruptcy, insolvency, reorganization, moratorium or similar law affecting creditors’ rights generally, and (b) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).

4. Conditions Precedent. This Amendment shall become effective as of the First Amendment Effective Date, subject to the satisfaction of each of the following conditions precedent:

4.1 The Administrative Agent shall have received a fully executed copy of this Amendment from the Guarantor, with the written consent of the Required Lenders.

4.2 The Administrative Agent shall have received a written opinion (addressed to the Administrative Agent and the Lenders) of counsel for the Guarantor, covering such matters relating to this Amendment, in form and substance satisfactory to the Administrative Agent. The Guarantor hereby requests such counsel to deliver such opinion.

5. Full Force and Effect. Except as amended by this Amendment, the Guaranty shall continue in full force and effect. The parties hereby acknowledge and agree that any term or provision of any of the Loan Documents which refers to the Guaranty shall be deemed to refer to the Guaranty, as amended by this Amendment.

6. Effect Limited. The amendments set forth above shall be limited precisely as written and shall not be deemed to be amendments to any other transaction or of any other term or condition of the Guaranty or any of the Loan Documents, all of which are ratified and affirmed in all respects and shall continue in full force and effect. Nothing herein shall be deemed to entitle the Guarantor to a consent to, or a waiver, modification or other change of, any of the terms, conditions, obligations, covenants or agreements contained in the Guaranty or any other Loan Document in similar or different circumstances.

7. Counterparts. This 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 agreement.

8. Governing Law; Jurisdiction; Consent to Service of Process; and Waiver of Jury Trial. THE PROVISIONS OF SECTIONS 4.5 AND 4.6 OF THE GUARANTY SHALL APPLY TO THIS AMENDMENT IN THE SAME MANNER AS THEY BY THEIR RESPECTIVE TERMS APPLY TO THE GUARANTY.

9. Legal Fees. The Guarantor shall pay the reasonable legal fees and expenses of counsel to the Administrative Agent in accordance with the terms of the Credit Agreement. Such fees shall be paid promptly by the Guarantor following presentation of an invoice by such counsel.

[signature pages immediately follow]

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and delivered by their respective authorized officers as of the First Amendment Effective Date.

SKY HARBOUR HOLDINGS III LLC, as the Guarantor
By:	/s/ Tal Keinan
Name:	Tal Keinan
Title:	Chief Executive Officer

First Amendment to Guaranty

Signature Page

JPMORGAN CHASE BANK, N.A.,<br><br> <br>as Administrative Agent
By:	/s/ Allyson Goetschius
	Allyson Goetschius
	Executive Director

First Amendment to Guaranty

Signature Page

CONSENTED TO THIS _____ DAY OF JANUARY, 2026:
DNT ASSET TRUST, as Lender
By:	/s/ Allyson Goetschius
	Allyson Goetschius
	Executive Director

First Amendment to Guaranty

Signature Page

Annex A

EXHIBIT A

FORM OF OG SURPLUS FACILITY CASH FLOW FUNDS CERTIFICATE

________________________, 20___

JPMorgan Chase Bank, N.A.

383 Madison Avenue, 3rd Floor

New York, New York 10179

Mail Code: NY1-M165

Attention: Allyson Goetschius, Janice Fong or Cameron Compertore

Tel No: (212) 270-0335, (212) 270-3762, or (212) 270-8445

Fax No: (917) 849-0272 or (917) 464-0884

Email: allyson.l.goetschius@jpmorgan.com

janice.r.fong@jpmorgan.com

cameron.compertore@jpmorgan.com

and

JPMorgan Chase Bank, N.A.

JPMorgan Loan Services

JPM-Delaware Loan Operations

500 Stanton Christiana Road, NCC5, Floor 01

Newark, Delaware 19713

Attention: Nate Molloy

Telephone: (302) 455-3225

Fax No: (201) 244-3628

Email: PFG_Servicing@jpmorgan.com

Ladies and Gentlemen:

Reference is hereby made to the Guaranty dated as of September 4, 2025 (as the same may be amended, restated, supplemented or otherwise modified from time to time, the “Guaranty”) from SKY HARBOUR HOLDINGS III LLC, a Delaware limited liability company (the “Guarantor”), in favor of JPMorgan Chase Bank, N.A., as administrative agent (in such capacity, the “Administrative Agent”), for the benefit of the Secured Parties (as defined in the hereinafter referenced Credit Agreement). Each initially capitalized term used herein, and not otherwise defined herein, has meaning given it in the Guaranty or the Credit Agreement (as defined in the Guaranty).

Pursuant to Section 3.2(b) of the Guaranty, the undersigned hereby certifies to the Administrative Agent that:

1. The undersigned is a Responsible Officer.

Exhibit A-1

2. The undersigned has reviewed the Loan Documents and the books and records of the Guarantor and has conducted such other examinations and investigations as are reasonably necessary to provide reasonable detail of the matters covered in this Certificate.

3. As of the date of this Certificate, no Default has occurred or is continuing.

4. The requested OG Surplus Facility Cash Flow Release Date is _______ __,20__.^1^

5. There shall be funds in excess of $800,000 on deposit in the Facility Cash Flow Account on the requested OG Surplus Facility Cash Flow Release Date.

6. To the extent there is a deficiency in any of the accounts under Section 5.18(a)(D), Section 5.18(a)(E) or Section 5.18(a)(F) of the Credit Agreement, there are sufficient funds on deposit (in addition to the minimum amount of funds held pursuant to paragraph 5 above) in the Facility Cash Flow Account to cover such aggregate deficiency and such funds shall be applied to remedy each such deficiency.

[signature on the following page]

^1^ OG Surplus Facility Cash Flow Release Date shall be the first Business Day of a calendar month.

Exhibit A-2

IN WITNESS WHEREOF, the undersigned has executed this certificate as of the date first above written.

SKY HARBOUR HOLDINGS III LLC,<br><br> <br>as Guarantor
By:
Name:
Title:
ACKNOWLEDGED:
---
SKY HARBOUR CAPITAL II LLC, as<br><br> <br>Borrower Representative
By:
Name:
Title:

Exhibit A-3

ex_906680.htm

Exhibit 99.3

Sky Harbour Announces First Draw under JP Morgan Facility; Posts $100 million 5-Year Bond Preliminary Limited Offering Memorandum; and Updates Leasing Activity, Closing its First Prepaid Long-Term Hangar Lease with a $5.9 million Upfront Cash Payment

WEST HARRISON, N.Y.--(BUSINESS WIRE)--Sky Harbour Group Corporation (NYSE: SKYH, SKYH WS) (“SHG” or the “Company”), an aviation infrastructure company building the first nationwide network of Home Base Operator (HBO) campuses for business aircraft, announced today that its indirect, wholly-owned subsidiary Sky Harbour Capital III LLC (“SKYH Capital III”) is filing today with the Municipal Securities Rulemaking Board through its Electronic Municipal Market Access system (“EMMA”) a Preliminary Limited Offering Memorandum relating to the offering of $100 million of tax-exempt fixed rate bonds with a 5-year mandatory tender date (the “Series 2026 Bonds”), which are proposed to be issued by the Public Finance Authority of Wisconsin, a multi-jurisdictional conduit issuer. Through underwriters Barclays Capital, J.P. Morgan, and Academy Securities, SKYH Capital III expects to price the Series 2026 Bonds during the week of January 26th, after a two-week investor marketing period. The proceeds of the Series 2026 Bonds are expected to be used to finance the development of certain of the Company’s hangar campuses, as described below. The principal amount, structure, tenor and timing are preliminary and subject to change. Any such offering is dependent on market and other conditions, and there is no assurance that all or any of the Series 2026 Bonds will be offered.

Separately, Sky Harbour Capital II (“SKYH Capital II”) completed the onboarding of subsidiaries owning its hangar campuses at Camarillo Airport and Bradley International Airport to the borrowing base of its committed warehouse bank facility with JPMorgan Chase Bank, N.A. on January 8, 2026 (the “JPM Facility”). The Company also amended the JPM Facility in order to facilitate the flow of funds securing the proposed Series 2026 Bonds. These amendments have been filed under Form 8-K with the SEC. On the same date, SKYH Capital II drew funds of approximately $13 million to reimburse the Company for prior advances associated with capital expenditures at Bradley International Airport and certain costs of issuance and fund certain reserves for the JPM Facility.

Update on Leasing Activities

●	Stabilized campuses: The Company expects revenue per square foot at its stabilized campuses to increase as legacy hangar leases turn over or are renewed and through the annual rent escalators embedded in all tenant leases.
●	Recently opened campuses: As of January 9, 2026, Dallas Addison (ADS) Phase 1, Phoenix Deer Valley (DVT) and Denver Centennial (APA) have reached 87%, 73% and 27% occupancy levels, respectively.
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●	Pre-leasing: We continue our pre-lease activities at Washington Dulles (IAD), Bradley International Airport (BDL), and have begun pre-leasing Miami-Opa Locka (OPF) Phase 2 and Addison (ADS) Phase 2. The latter two projects are under construction after the success of their respective Phase 1 developments, which are now nearly fully leased.
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●	Selective long-term partnerships: We have extended our documentation negotiation period under the letter of intent with a potential joint-venture partner leasing a single SH34 hangar at OPF Phase 2 through mid-March 2026, in order to address certain operational requirements. Separately, we continue discussions for similar joint ventures at other locations in the network with other parties.
●	Ultra-long tenant leases: In late December, we entered into an amended lease with an existing tenant at OPF Phase 1 for a 15-year lease term in exchange for an upfront lump sum rent payment of $5.9 million.
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Update on Capital Formation

●	The proposed Series 2026 Bonds, if completed, would raise $100 million, reducing the need for additional equity contributions associated with the $200 million JPM Facility. As previously disclosed, the JPM Facility has a 5-year term commencing September 2025 with an interest rate of 80% of the sum of daily SOFR + 0.10%, plus 200 basis points. The Company subsequently entered into a floating-to-fixed interest rate swap, with a notional schedule based on the anticipated draws under the JPM Facility and a 4.73% fixed rate for the duration of the term of the JPM Facility. Proceeds from the JPM Facility and the Series 2026 Bonds are expected to be used to fund construction projects at Bradley International Airport (BDL), Salt Lake City International (SLC), Orlando Executive Airport (ORL), Hudson Valley Regional Airport (POU), Trenton-Mercer Airport (TTN), Chicago Executive Airport (PWK) and Dulles International Airport (IAD). The JPM Facility is expandable to $300 million subject to credit approval.
●	If completed as planned, the $100 million raised from the Series 2026 Bond issuance and the $200 million of borrowing capacity available from the JPM Facility and other existing Company resources are expected to fully fund approximately 1.1 million rentable square feet of new hangars, for a total of approximately 2.1 million rentable square feet portfolio-wide.
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●	Selective long-term partnerships: Should the company enter selective long-term partnerships or ultra long-term tenant leases as described above, the Company expects to use the proceeds for the satisfaction of any of its future capital needs and for general corporate purposes.
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●	Internal Cash Flow Generation. The Company expects that between its leasing activities in Q4 2025, Q1 2026, and the anticipated opening of its OPF Phase 2 campus in Q2 2026, the Company will now be able to reinvest internally generated cash flows as equity for its future developments.
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About Sky Harbour

Sky Harbour Group Corporation is an aviation infrastructure company developing the first nationwide network of Home-Basing campuses for business aircraft. The company develops, leases, and manages general aviation hangar campuses across the United States. Sky Harbour’s Home-Basing offering aims to provide private and corporate residents with the best physical infrastructure in business aviation, coupled with dedicated service, tailored specifically to based aircraft, offering the shortest time to wheels-up in business aviation. To learn more, visit www.skyharbour.group.

Forward Looking Statements

Certain statements made in this release are "forward looking statements" within the meaning of the "safe harbor" provisions of the United States Private Securities Litigation Reform Act of 1995, including statements about the financial condition, results of operations, earnings outlook and prospects of SHG, including statements regarding our expectations for future results, our expectations for future ground leases, our plans for future capital raising activity, the transactions contemplated by the letter of intent, our expectations on future construction and development activities and lease renewals, and our plans for future financings. When used in this press release, the words “plan,” “believe,” “expect,” “anticipate,” “intend,” “outlook,” “estimate,” “forecast,” “project,” “continue,” “could,” “may,” “might,” “possible,” “potential,” “predict,” “should,” “would” and other similar words and expressions (or the negative versions of such words or expressions) are intended to identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. The forward-looking statements are based on the current expectations of the management of Sky Harbour Group Corporation (the “Company”) as applicable and are inherently subject to uncertainties and changes in circumstances. These forward-looking statements involve a number of risks, uncertainties or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. For more information about risks facing the Company, see the Company’s annual report on Form 10-K for the year ended December 31, 2024 and other filings the Company makes with the SEC from time to time. The Company’s statements herein speak only as of the date hereof, and the Company undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

Key Performance Indicators

We use a number of metrics, including annualized revenue run rate per leased rentable square foot, to help us evaluate our business, measure our performance, identify trends affecting our business, formulate business plans, and make strategic decisions. Our key performance indicators may be calculated in a manner different than similar key performance indicators used by other issuers. These metrics are estimated operating metrics and not projections, nor actual financial results, and are not indicative of current or future performance.

Disclaimer

This Notice does not constitute an offer to sell Series 2026 Bonds or the solicitation of an offer to buy, nor shall there be any sale of the Series 2026 Bonds by any person in any state or other jurisdiction to any person to whom it is unlawful to make such offer, solicitation or sale in such state or jurisdiction. No dealer, broker, salesperson or any other person has been authorized to give any information or to make any representation other than those contained in the Preliminary Limited Offering Memorandum in connection with the contemplated offering of the Series 2026 Bonds, and, if given or made, such information or representation must not be relied upon.

Contacts

Sky Harbour Investor Relations: investors@skyharbour.group Attn: Francisco X. Gonzalez