株探米国株
英語
エドガーで原本を確認する
0000353184false00003531842025-11-242025-12-010000353184us-gaap:CommonStockMember2025-11-242025-12-010000353184airt:CumulativeCapitalSecuritiesMember2025-11-242025-12-01


______________________________________________________________________________
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549  
______________________________________________________________________________
FORM 8-K 
______________________________________________________________________________

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report (Date of earliest event reported): November 24, 2025
______________________________________________________________________________
AIR T, INC.
(Exact Name of Registrant as Specified in Charter)  
______________________________________________________________________________
Delaware  
001-35476
 
52-1206400
(State or Other Jurisdiction
of Incorporation)
 
(Commission
File Number)
 
(I.R.S. Employer
Identification No.)

11020 David Taylor Drive, Suite 305,
Charlotte, North Carolina 28262
(Address of Principal Executive Offices, and Zip Code)

________________(980) 595-2840__________________
Registrant’s Telephone Number, Including Area Code

Not applicable___
(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 (see General Instruction A.2. below):

Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement communication pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Trading Symbol(s) Name of each exchange on which registered
Common Stock AIRT
NASDAQ Capital Market
Alpha Income Preferred Securities (also referred to as 8% Cumulative Capital Securities) (“AIP”) AIRTP
NASDAQ Global Market
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.



Item 1.01    Entry into a Material Definitive Agreement

Alerus Financial Financings

On November 24, 2025, Air T Acquisition 22.1, LLC (“22.1”) and Contrail Aviation Services, LLC and Contrail Aviation Leasing, LLC (collectively “Contrail”) completed financings with Alerus Financial, National Association (“Alerus”).

(a)22.1 Term Loan

On November 24, 2025, 22.1 entered into a $6,000,000 term loan with Alerus. The loan proceeds were used to repay amounts due on the $3,500,000 term loan from Bridgewater Bank. The new term loan is due on or before November 24, 2032 and has an interest rate of the greater of 5.0% or 1.90% plus the CME one-month term SOFR rate. Interest on the outstanding principal amount of the loan is due on the 15th day of each month and annual principal payments of $857,142.86 are due on September 30th of each year, commencing September 2026. The loan may be prepaid at any time without penalty. The loan is secured by all the assets and membership interests of 22.1 and 200,000 shares of Air T Funding Trust Preferred Securities (Alpha Income Preferred Securities or 8% Cumulative Capital Securities) owned by 22.1, as well as an investment account of Air T, Inc.

The loan was made pursuant to a loan agreement between 22.1 and Alerus dated November 24, 2025 that defines the transactions between the parties. Events of default of the loan are enumerated in the loan agreement, including, among other events, the failure to pay an amount due timely or a change of control transaction. The loan covenants include: (i) affirmative covenants such as notice, reporting and financial statement delivery requirements, inspection rights, compliance with environmental laws, performance of contracts and a liquidity requirement not less than $400,000; and, (ii) negative covenants such as a limitation on debt and liens, merger or change of control and limitations on investments, dispositions, sales/leasebacks, restricted payments, prepayments or amendments of debt and transactions with affiliates and restrictive agreements.

(b)     Contrail Revolving Financing

On November 24, 2025, Contrail entered into a Master Loan Agreement and Supplement No. 1 to Master Loan Agreement (collectively the “Master Loan Agreement”) with Alerus. The agreement provided for a $15,000,000 revolving loan facility that is evidenced by a Promissory Note Revolving Note dated November 24, 2025 in the principal amount of $15,000,000. The funds are to be used for the purchases of engines and working capital needs.

The revolving loan carries interest at the rate of 1-month SOFR plus 3.11% and the loan requires payments of interest only until maturity at November 24, 2027. There is no penalty on prepayment and the loan includes a 30 day resting period requirement if Contrail’s debt service coverage ratio exceeds 1.25:1. The loan contains normal and customary default provisions and is secured by a security interest in all of Contrail’s assets. In addition, the loan is secured by a payment guaranty of Air T, Inc, in an aggregate amount not to exceed $2,000,000 plus collection and collateral recovery costs.

The Master Loan Agreement contains additional terms regarding the transaction, including affirmative covenants such as requirement related to the delivery of annual and quarterly financial statements of Contrail and Air T, Inc., the right to inspect, examine and appraise collateral, insurance requirements as well as negative covenants such as making restricted payments other than permitted redemptions, indebtedness, mergers and acquisitions, investments, lines of business and transactions with affiliates as well as change of control restrictions.

The foregoing summary of the terms of the 22.1 Term Loan and Contrail revolving credit financing and related documents are qualified in their entirety by reference to the Exhibits filed herewith, which are incorporated herein by reference.

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

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

Item 9.01    Financial Statements and Exhibits




10.1
10.2
10.3
10.4
10.5
10.6
10.7
10.8
10.9
10.10
10.11





SIGNATURES

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

Date: December 1, 2025

AIR T, INC.


By: /s/ Tracy Kennedy
Tracy Kennedy, Chief Financial Officer




EX-10.1 2 a101termnote-airtacquisi.htm EX-10.1 a101termnote-airtacquisi
Error! Unknown document property name. TERM NOTE U.S. $6,000,000.00 Dated as of November 24, 2025 Eagan, Minnesota FOR VALUE RECEIVED, the undersigned, AIR T ACQUISITION 22.1, LLC, a Minnesota limited liability company (the “Borrower”), promises to pay to the order of ALERUS FINANCIAL, NATIONAL ASSOCIATION, a national banking association (the “Lender”), the principal sum of SIX MILLION AND NO/100THS DOLLARS ($6,000,000.00) on or before November 24, 2032, or such earlier date as this promissory note (this “Note”) may be declared due and payable by Lender pursuant to the terms hereof and the terms of the Loan Agreement (the “Maturity Date”), together with interest on the principal amount thereof outstanding from time to time at the rate or rates described below, and any and all other amounts which may be due and payable hereunder or under any of the Loan Documents (as hereinafter defined) from time to time. This Note is made pursuant to the terms and conditions set forth in that certain Loan Agreement dated of even date herewith by and between Borrower and Lender (as amended, modified, supplemented or restated from time to time being the “Loan Agreement”). The amount disbursed by the Lender to Borrower, repayment of which is evidenced by this Note, is referred to as the “Loan”. All capitalized terms used and not expressly defined herein shall have the meanings given to such terms in the Loan Agreement. 1. Interest. (a) Interest Rate. The Borrower promises to pay interest (computed on the basis of the number of days elapsed in a year of 360 days) on the unpaid principal amount hereof from the date hereof until such principal amount is paid in full at a fluctuating annual rate of interest equal to the sum of the greater of: (i) 5.00% or (ii) the sum of (A) 1.90% (the “Applicable Margin”) plus (B) the Index (hereinafter defined), as in effect on the date hereof and as the same may adjust from time to time. (b) Variable Interest Rate. The interest rate on this Note is subject to change from time to time based on changes in an independent index which is the CME one-month term SOFR published by CME Group Benchmarks Administration Limited (or a successive administrator designated by the relevant authority) for the date that is two U.S. Government Securities Business Days prior to the Reset Date (the “Index”). The Index is not necessarily the lowest rate charged by Lender on its loans. Lender will tell Borrower the current index rate upon Borrower’s request. The interest rate change will not occur more often than each month. For purposes of this Note, “U.S. Government Securities Business Day” means any day except for (i) a Saturday, (ii) a Sunday or (iii) a day on which the Securities Industry and Financial Markets Association recommends that the fixed income departments of its members be closed for the entire day for purposes of trading in United States government securities. (c) Rate Change Effective Date. Each change in interest rate shall be effective on the 15th day of each month commencing on December 15, 2025 (the “Reset Date”).


 
TERM NOTE Page 2 U.S. $6,000,000.00 Dated as of November 24, 2025 Eagan, Minnesota (d) Regulatory Change; etc. Interest on the unpaid principal balance of this Note will be calculated as described in the “INTEREST CALCULATION METHOD” paragraph. Notwithstanding anything herein to the contrary, if the Lender determines in good faith (which determination shall be conclusive, absent manifest error) that: (A) adequate and fair means do not exist for ascertaining CME one-month term SOFR, (B) CME one-month term SOFR does not accurately reflect the cost to the Lender of the Loan, or (C) a Regulatory Change (as hereinafter defined) shall, in the reasonable determination of the Lender, make it unlawful or commercially unreasonable for the Lender to use CME one-month term SOFR as the index for purposes of determining the interest rate, then: (i) CME one-month term SOFR shall be replaced with an alternative or successor rate or index chosen by the Lender in its reasonable discretion; and (ii) the Applicable Margin may also be adjusted by Lender in its reasonable discretion, giving due consideration to market convention for determining rates of interest on comparable loans. “Regulatory Change” shall mean a change in any applicable law, treaty, rule, regulation or guideline, or the interpretation or administration thereof, by the administrator of the relevant benchmark or its regulatory supervisor, any governmental authority, central bank or other fiscal, monetary, or other authority having jurisdiction over Lender or its lending office. Such an amendment to the terms of this Note will become effective and bind Borrower 10 Business Days after Lender gives written notice to Borrower without any action or consent of the Borrower. NOTICE: Under no circumstances will the interest rate on this Note be more than the maximum rate allowed by applicable law. If any payment hereunder becomes due and payable on a day other than a Business Day, such payment shall be effective the next succeeding Business Day, provided, however, payments scheduled to be made automatically from an Alerus Financial, National Association deposit account on the date the payment is due will be applied in reduction of the Note balance effective as of the scheduled payment date. (e) Upon the occurrence of an Event of Default, including failure to pay upon final maturity, the interest rate on this Note shall be increased by adding an additional 5.000 percentage point margin (such increased rate of interest being, the “Default Rate”). However, in no event will the interest rate exceed the maximum interest rate limitations under applicable law. 2. Payment Terms. (a) Payment Dates. Both principal and interest are payable in lawful money of the United States of America to the Lender at Alerus Financial, National Association, 2805 Dodd Rd. Ste 160, Eagan, MN 55121 (or other location specified by the Lender) in immediately available funds. i. Borrower shall pay accrued interest of this Note on the fifteenth day of each month, commencing on December 15, 2025. The Borrower shall pay annual


 
TERM NOTE Page 3 U.S. $6,000,000.00 Dated as of November 24, 2025 Eagan, Minnesota principal on this Note, each in the amount of $857,142.86, on September 30 of each year, commencing September, 2026. ii. The Loan shall be due and payable in full, and Borrower hereby promises to pay the outstanding principal amount of the Loan to Lender, together with all accrued interest thereon then remaining unpaid and all other unpaid amounts, charges, fees and expenses outstanding under this Note or under any of the other Loan Documents, on the Maturity Date, subject to earlier prepayment as provided herein or in any other Loan Document. (b) Method of Payments. By its execution of this Note, the Borrower authorizes the Lender to charge from time to time against any of such Borrower’s depository accounts maintained with the Lender any such payments when due and the Lender will use its reasonable efforts to notify the Borrower of such charges. (c) Application of Payments. At Lender’s option, any payment or prepayment under this Note may be applied first to the payment of charges, fees and expenses (other than principal and interest) under this Note and any other agreement or writing in connection with this Note, second to the payment of interest accrued to the date of payment, and third to the payments of scheduled principal under this Note in inverse order of maturity. Also, at Lender’s option, if there is any overpayment of interest under this Note, Lender may hold the excess and apply it to future interest accruing under this Note. No prepayment shall suspend any required payments of either principal or interest or reduce the amount of any scheduled payment. 3. Interest Calculation Method. Interest on this Note is computed on a 365/360 basis; that is by applying the ratio of the Interest Rate over a year of 360 days multiplied by the outstanding principal balance, multiplied by the actual number of days the principal balance is outstanding. All interest payable under this Note is computed using this method. If any payment to be made by the Borrower hereunder shall become due on a day other than a Business Day, such payment shall be made on the next succeeding Business Day (without the obligation to pay the additional days of accrued interest). 4. Prepayment; Minimum Interest Charge. This Note may be prepaid in whole or in part at any time; provided, however, that any such prepayment is accompanied by accrued interest on the amount being prepaid through the date of prepayment. In any event, even upon full prepayment of this Note, Borrower understands that Lender is entitled to a minimum interest charge of $10.00. Early payments will not, unless agreed to by Lender in writing, relieve Borrower of Borrower’s obligation to continue to make payments of accrued unpaid interest. Rather, early payment will reduce the principal balance due. Borrower agrees not to send Lender payments marked “paid in full”, “without recourse”, or similar language. If Borrower sends such a payment, Lender may accept it without losing any of Lender’s rights under this Note, and Borrower will remain obligated to pay any further amount owed to Lender. All written communications concerning disputed


 
TERM NOTE Page 4 U.S. $6,000,000.00 Dated as of November 24, 2025 Eagan, Minnesota amounts, including any check or other payment instrument that indicates that the payment constitutes “payment in full” of the amount owed or that is tendered with other conditions or limitations or as full satisfaction of a disputed amount must be mailed or delivered to: Alerus Financial, National Association, 2805 Dodd Rd. Ste 160, Eagan, MN 55121. Prepayment of the principal amount of the Note, in whole or in part, whether voluntary or involuntary, will be subject to payment by Borrower to Lender of all assessments, losses, fees and costs of any kind or nature incurred by Lender under any and all Swap Transaction Documents by and between Borrower and Lender, which arise, directly or indirectly, as a result of such prepayment. Moreover, at no time during the term of the Loan may the then principal balance of the Loan be less than the then remaining notional amount of the Swap, and any prepayment of the Note below the notional amount will require an equivalent reduction in the notional amount under the Swap Transaction Documents. This prepayment penalty provision is only applicable if the Borrower and Lender have entered into a Swap Transaction evidenced by a separate Swap Transaction Document. 5. Late Charge. If a payment due hereunder is not made within ten days after the date when due, Borrower shall pay to Lender a late payment charge of 5% of the amount of the overdue payment to compensate Lender for a portion of the cost related to handling the overdue payment. 6. Loan Agreement. This Note is the Term Note referred to in, and is entitled to the benefits of, the Loan Agreement. The Loan Agreement, among other things, (i) contains provisions for acceleration of the maturity hereof upon the happening of certain stated events prior to the maturity hereof upon the terms and conditions therein specified; (ii) contains provisions for the mandatory prepayment hereof upon certain conditions; and (iii) contains provisions for the voluntary prepayment hereof, upon certain conditions. 7. Security Agreement. This Note is secured by, among other things, that certain Security Agreement, dated as of even date herewith, executed by the Borrower in favor of the Lender (as the same may be amended, modified, supplemented or replaced from time to time, the “Security Agreement”). 8. Waiver of Presentment and Demand for Payment; Etc. The Borrower and any endorsers or guarantors hereof severally waive presentment and demand for payment, notice of intent to accelerate maturity, protest or notice of protest and non-payment, bringing of suit and diligence in taking any action to collect any sums owing hereunder or in proceeding against any of the rights and properties securing payment hereunder, and expressly agree that this Note, or any payment hereunder, may be extended from time to time, and consent to the acceptance of further security or the release of any security for this Note, all without in any way affecting the liability of any Borrower and any endorsers or guarantors hereof. No extension of time for the payment of this Note, or any installment thereof, made by agreement by Lender with any person now or hereafter liable for the payment of this Note, shall affect the original liability under this Note of the undersigned, even if the undersigned is not a party to such agreement.


 
TERM NOTE Page 5 U.S. $6,000,000.00 Dated as of November 24, 2025 Eagan, Minnesota 9. Event of Default. Any Event of Default (as defined in the Loan Agreement) shall constitute an Event of Default under this Note. Upon the occurrence of an Event of Default, in addition to any other rights or remedies Lender may have at law or in equity or under the Loan Agreement or under any other Loan Document, Lender may, at its option, without notice to Borrower, declare immediately due and payable the entire unpaid principal sum hereof, together with all accrued and unpaid interest thereon plus any other sums owing at the time of such Event of Default pursuant to this Note, the Security Agreement or any other Loan Document. Notwithstanding the foregoing, Obligations evidenced by Swap Transaction Documents shall be terminated only in accordance with the terms of the respective Swap Transaction Document. The failure to exercise the foregoing or any other options shall not constitute a waiver of the right to exercise the same or any other option at any subsequent time in respect of the same event or any other event. The acceptance by the holder of any payment hereunder which is less than payment in full of all amounts due and payable at the time of such payment shall not constitute a waiver of the right to exercise any of the foregoing options at that time or at any subsequent time. 10. Expense Reimbursement. Borrower agrees to pay expenses relating to this Note as set forth in the Loan Agreement. 11. Successors and Assigns. This Note shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns except that Borrower may not assign or transfer its rights hereunder without the prior written consent of Lender, which consent may be withheld in Lender’s sole discretion. 12. Usury. Borrower and Lender agree that no payment of interest or other consideration made or agreed to be made by Borrower to Lender pursuant to this Note shall, at any time, be in excess of the maximum rate of interest permissible by law. In the event such payments of interest or other consideration provided for in this Note shall result in an effective rate of interest which, for any period of time, is in excess of the limit of the usury or any other law applicable to the Loan evidenced hereby, all sums in excess of those lawfully collectible as interest for the period in question shall, without further agreement or notice between or by any party hereto, be applied to the unpaid principal balance and not to the payment of interest; if a surplus remains after full payment of principal and lawful interest, the surplus shall be remitted by Lender to Borrower, and Borrower hereby agrees to accept such remittance. This provision shall control every other obligation of the Borrower and Lender relating to this Note. 13. Business Purpose Loan. The Loan is a business loan. Borrower hereby represents that this loan is for commercial use and not for personal, family or household purposes. The Borrower agrees that the Loan evidenced by this Note is an exempted transaction under the Truth In Lending Act, 15 U.S.C., §1601, et seq. 14. Governing Law. THE VALIDITY, CONSTRUCTION AND ENFORCEABILITY OF THIS NOTE SHALL BE GOVERNED BY THE INTERNAL LAWS OF THE STATE OF MINNESOTA, WITHOUT GIVING EFFECT TO CONFLICT OF LAWS PRINCIPLES


 
TERM NOTE Page 6 U.S. $6,000,000.00 Dated as of November 24, 2025 Eagan, Minnesota THEREOF, BUT GIVING EFFECT TO FEDERAL LAWS OF THE UNITED STATES APPLICABLE TO NATIONAL BANKS. 15. Severability. The invalidity or unenforceability in particular circumstances of any provision of this Note shall not extend beyond such provision or such circumstances and no other provision of this instrument shall be affected thereby. In connection with the actual or prospective sale by the Lender of any interest or participation in the loan obligation evidenced by this Note, Borrower hereby authorizes the Lender to furnish any information concerning Borrower or any of their affiliates, however acquired, to any person or entity. 16. Waiver of Right to Jury Trial; Venue. THE BORROWER WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY ACTION RELATING TO OR ARISING FROM THIS NOTE. AT THE OPTION OF LENDER, THIS NOTE MAY BE ENFORCED IN ANY UNITED STATES DISTRICT COURT FOR THE DISTRICT OF MINNESOTA OR THE STATE COURT SITTING IN HENNEPIN OR RAMSEY COUNTY, MINNESOTA. THE BORROWER CONSENTS TO THE JURISDICTION AND VENUE OF ANY SUCH COURT AND WAIVES ANY ARGUMENT THAT VENUE IN SUCH FORUMS IS NOT PROPER OR CONVENIENT. IN THE EVENT AN ACTION IS COMMENCED IN ANOTHER JURISDICTION OR VENUE UNDER ANY TORT OR CONTRACT THEORY ARISING DIRECTLY OR INDIRECTLY FROM THE RELATIONSHIP CREATED BY THIS NOTE, LENDER, AT ITS OPTION, SHALL BE ENTITLED TO HAVE THE CASE TRANSFERRED TO ONE OF THE JURISDICTIONS AND VENUES ABOVE DESCRIBED, OR IF SUCH TRANSFER CANNOT BE ACCOMPLISHED UNDER APPLICABLE LAW, TO HAVE SUCH CASE DISMISSED WITHOUT PREJUDICE. [signature page follows]


 
IN WITNESS WHEREOF, the Borrower has caused this Term Note to be signed by its duly authorized officer in favor of ALERUS FINANCIAL, NATIONAL ASSOCIATION and to be dated as of the date set forth above. Air T Acquisition 22.1, LLC, a Minnesota limited liability company By: Name: Tracy Kennedy Title: Manager


 
EX-10.2 3 a102loanagreement-airtac.htm EX-10.2 a102loanagreement-airtac
Error! Unknown document property name. EXECUTION VERSION Loan Agreement between Air T Acquisition 22.1, LLC and Alerus Financial, National Association dated as of November 24, 2025


 
2 TABLE OF CONTENTS ARTICLE I DEFINITIONS AND INTERPRETATION ................................................................ 6 Section 1.01 Definitions. ................................................................................................... 6 Section 1.02 Interpretation. ............................................................................................ 18 ARTICLE II THE COMMITMENT ............................................................................................. 19 Section 2.01 Term Loan Commitment. ......................................................................... 19 Section 2.02 Repayment of Term Loan. ........................................................................ 19 Section 2.03 Optional Prepayments. .............................................................................. 19 Section 2.09 Mandatory Prepayments. ......................................................................... 19 Section 2.05 Application of Prepayments. ..................................................................... 19 ARTICLE III TAXES, YIELD PROTECTION AND ILLEGALITY .......................................... 20 Section 3.01 Taxes............................................................................................................ 20 Section 3.02 Increased Costs; Capital Adequacy Requirements. ............................... 21 ARTICLE IV CONDITIONS PRECEDENT ............................................................................... 22 Section 4.01 Conditions Precedent to Loan Disbursement. ........................................ 22 Section 4.02 Conditions Precedent to the Loan. ........................................................... 25 ARTICLE V REPRESENTATIONS AND WARRANTIES ......................................................... 25 Section 5.01 Existence; Compliance With Laws. ......................................................... 25 Section 5.02 Power; Authorization; Enforceability. ..................................................... 25 Section 5.03 No Contravention. ..................................................................................... 26 Section 5.04 Financial Statements. ................................................................................ 26


 
3 Section 5.05 No Material Adverse Effect. ..................................................................... 27 Section 5.06 No Litigation. ............................................................................................. 27 Section 5.07 No Default................................................................................................... 27 Section 5.08 Ownership of Property; Liens. ................................................................. 27 Section 5.09 Environmental Matters. ............................................................................ 27 Section 5.10 Insurance. ................................................................................................... 28 Section 5.11 Material Contracts..................................................................................... 28 Section 5.12 Intellectual Property. ................................................................................. 28 Section 5.13 Taxes............................................................................................................ 28 Section 5.14 ERISA. ........................................................................................................ 28 Section 5.15 Margin Regulations. .................................................................................. 29 Section 5.16 Investment Company Act.......................................................................... 29 Section 5.17 Subsidiaries; Equity Interests. ................................................................. 29 Section 5.18 Labor Matters. ........................................................................................... 29 Section 5.19 Accuracy of Information, Etc. .................................................................. 29 Section 5.20 Security Documents. .................................................................................. 30 Section 5.21 Solvency. ..................................................................................................... 31 Section 5.22 PATRIOT Act; OFAC and Other Regulations........................................ 31 ARTICLE VI AFFIRMATIVE COVENANTS ............................................................................ 31 Section 6.01 Financial Statements. ................................................................................ 31 Section 6.02 Certificates; Other Information. .............................................................. 32 Section 6.03 Notices. ........................................................................................................ 34


 
4 Section 6.04 Maintenance of Existence; Compliance................................................... 34 Section 6.05 Performance of Material Contracts. ........................................................ 35 Section 6.06 Maintenance of Property; Insurance. ...................................................... 35 Section 6.07 Inspection of Property; Books and Records; Discussions. ..................... 35 Section 6.08 Environmental Laws. ................................................................................ 35 Section 6.09 Use of Proceeds. ......................................................................................... 36 Section 6.10 Additional Collateral, Etc. ........................................................................ 36 Section 6.11 Liquidity...................................................................................................... 37 Section 6.12 Market Value. ............................................................................................. 37 Section 6.13 Further Assurances. .................................................................................. 37 ARTICLE VII NEGATIVE COVENANTS ................................................................................. 38 Section 7.01 Limitation on Debt. ................................................................................... 38 Section 7.02 Limitation on Liens. .................................................................................. 39 Section 7.03 Mergers; Nature of Business. ................................................................... 41 Section 7.04 Limitation on Investments. ....................................................................... 41 Section 7.05 Limitation on Dispositions. ....................................................................... 41 Section 7.06 Limitation on Sales and Leasebacks. ....................................................... 42 Section 7.07 Limitation on Restricted Payments. ........................................................ 42 Section 7.08 Limitation on Prepayments of Debt and Amendments of Debt Instruments. ......................................................................................................... 43 Section 7.09 Limitation on Transactions With Affiliates. ............................................ 43 Section 7.10 Limitation on Restrictive Agreements. .................................................... 43


 
5 ARTICLE VIII EVENTS OF DEFAULT AND REMEDIES ....................................................... 44 Section 8.01 Events of Default........................................................................................ 44 Section 8.02 Remedies Upon Event of Default. ............................................................ 47 Section 8.03 Swap Cross-Default Provision. ................................................................. 47 ARTICLE IX MISCELLANEOUS .............................................................................................. 48 Section 9.01 Notices. ........................................................................................................ 48 Section 9.02 Amendments and Waivers. ....................................................................... 49 Section 9.03 Expenses; Indemnity; Damage Waiver. ................................................... 50 Section 9.04 Successors and Assigns. ............................................................................. 51 Section 9.05 Survival. ...................................................................................................... 53 Section 9.06 Counterparts; Integration; Effectiveness. ............................................... 53 Section 9.07 Severability. ................................................................................................ 54 Section 9.08 Right of Setoff. ........................................................................................... 54 Section 9.09 Governing Law; Jurisdiction; Consent to Service of Process. .............. 54 Section 9.10 Waiver of Jury Trial. ................................................................................. 55 Section 9.11 Headings. .................................................................................................... 55 Section 9.12 Confidentiality............................................................................................ 56 Section 9.13 USA PATRIOT Act. ................................................................................... 57


 
6 Loan Agreement This Loan Agreement (this “Agreement”), dated as of November 24, 2025, is entered into between Air T Acquisition 22.1, LLC, a Minnesota limited liability company (the “Borrower”), and Alerus Financial, National Association, a national banking association (the “Lender”). RECITALS WHEREAS, the Borrower has requested that the Lender agree to make a term loan to Borrower in the amount of $6,000,000 (the “Term Loan”); and WHEREAS, the Lender has agreed to make available to the Borrower the Loan upon the terms and conditions set forth herein. NOW, THEREFORE, in consideration of the mutual covenants and agreements hereinafter set forth and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: ARTICLE I DEFINITIONS AND INTERPRETATION Section 1.01 Definitions. As used in this Agreement, the following terms shall have the meanings set forth below: “Acquisition” means, any transaction or series of transactions by which any Borrower acquires, either directly or through a Subsidiary, (a) more than 50% of the Equity Interests of any class of any Person or (b) a substantial portion of the assets, a division or a line of business of a Person. “Affiliate” as to any Person, means any other Person that, directly or indirectly through one or more intermediaries, is in control of, is controlled by, or is under common control with, such Person. For purposes of this definition, “control” of a Person means the power, directly or indirectly, either to (a) vote 10 or more of the securities having ordinary voting power for the election of directors (or persons performing similar functions) of such Person or (b) direct or cause the direction of the management and policies of such Person, whether by contract or otherwise. “Anti-terrorism Law” means any Requirement of Law related to money laundering or financing terrorism including the PATRIOT Act, The Currency and Foreign Transactions Reporting Act (31 U.S.C. §§ 5311-5330 and 12 U.S.C. §§ 1818(s), 1820(b), and 1951-1959) (also known as the “Bank Secrecy Act”), the Trading With the Enemy Act (50 U.S.C. § 1 et seq.), and Executive Order 13224 (effective September 24, 2001). “Asset Sale” means any Disposition of Property or series of related Dispositions of Property (excluding any such Disposition permitted by Section 7.05) that yields gross proceeds to any Loan Party (valued at the principal amount thereof in the case of non-cash proceeds consisting


 
7 of notes or other debt securities and valued at fair market value in the case of other non-cash proceeds) in excess of $50,000. “ATF” means Air T Funding, a Delaware statutory trust. “Bankruptcy Code” means Title 11 of the United States Code, as amended from time to time, or any similar federal or state law for the relief of debtors. “Blocked Person” means any Person that (a) is publicly identified on the most current list of “Specially Designated Nationals and Blocked Persons” published by the Office of Foreign Assets Control of the US Department of the Treasury (“OFAC”) or resides, is organized or chartered, or has a place of business in a country or territory subject to OFAC sanctions or embargo programs or (b) is publicly identified as prohibited from doing business with the United States under the International Emergency Economic Powers Act, the Trading With the Enemy Act, or any other Requirement of Law. “Board” means the Board of Governors of the Federal Reserve System of the United States (or any successor thereto). “Business Day” means a day other than a Saturday, Sunday, or other day on which commercial banks in Minneapolis, Minnesota are authorized or required by law to close. “Capital Lease Obligations” with respect to any Person, means the obligations of such Person to pay rent or other amounts under any lease of (or other arrangement conveying the right to use) real or personal property, or a combination thereof, which obligations are required to be classified and accounted for as capital leases under GAAP on the balance sheet of such Person and the amount of such obligations shall be the capitalized amount thereof determined in accordance with GAAP. “Cash Equivalents” as to any Person, means (a) securities issued or directly and fully guaranteed or insured by the United States or any agency or instrumentality thereof (provided that the full faith and credit of the United States is pledged in support thereof) having maturities of not more than one year from the date of acquisition by such Person, (b) time deposits and certificates of deposit of any commercial bank having, or which is the principal banking subsidiary of a bank holding company organized under the laws of the United States, any State thereof, or the District of Columbia having capital, surplus, and undivided profits aggregating in excess of $500,000,000, having maturities of not more than one year from the date of acquisition by such Person, (c) repurchase obligations with a term of not more than 90 days for underlying securities of the types described in clause (a) above entered into with any bank meeting the qualifications specified in clause (b) above, (d) commercial paper issued by any issuer rated at least A-1 by S&P or at least P-1 by Moody's (or carrying an equivalent rating by a nationally recognized rating agency if both of the two named rating agencies cease publishing ratings of commercial paper issuers generally), and in each case maturing not more than one year after the date of acquisition by such Person, or (e) investments in money market funds substantially all of whose assets are comprised of securities of the types described in clauses (a) through (d) above.


 
8 “Change in Law” means the occurrence after the date of this Agreement of (a) the adoption or effectiveness of any law, rule, regulation, judicial ruling, judgment, or treaty, (b) any change in any law, rule, regulation, or treaty or in the administration, interpretation, implementation, or application by any Governmental Authority of any law, rule, regulation, or treaty, or (c) the making or issuance by any Governmental Authority of any request, rule, guideline, or directive, whether or not having the force of law; provided that, notwithstanding anything herein to the contrary (x) the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, as amended and all requests, rules, guidelines, or directives thereunder or issued in connection therewith and (y) all requests, rules, guidelines, or directives concerning capital adequacy promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority), or the United States or foreign regulatory authorities shall, in each case, be deemed to be a “Change in Law,” regardless of the date enacted, adopted, or issued. “Change of Control” means the occurrence of any of the following: (a) Parent shall cease to own 100.00% of the voting Equity Interests of the Borrower; (b) Swenson shall cease to have the power to direct Parent’s management policies; (c) the Borrower shall cease to own 70.00% of the voting Equity Interests of Shanwick; (d) Shanwick shall cease to own 100.00% of the voting Equity Interests of WorldACD; or (e) the Borrower shall cease to have the power, directly or indirectly, to control the direction of WorldACD’s management policies. “Closing Date” means the date on which the conditions precedent set forth in Section 4.01 are satisfied or waived. “Code” means the Internal Revenue Code of 1986, as amended. “Collateral” means any and all Property in which a security interest or Lien is or is required to be granted to secure the Obligations and any and all other Property now existing or hereafter acquired that may be or become subject to a security interest or Lien to secure the Obligations. “Compliance Certificate” as defined in Error! Reference source not found.. “Contractual Obligation” of any Person, means any provision of any security issued by such Person or of any agreement, instrument, or other undertaking to which such Person is a party or by which it or any of its property is bound, other than the Obligations. “Debt” of any Person at any date, without duplication, means (a) all indebtedness of such Person for borrowed money, (b) all obligations of such Person for the deferred purchase price of property or services (other than trade payables and accrued expenses incurred in the ordinary course of business and not past due for more than 61 days after the date on which each such trade payable or account payable was created, (c) all obligations of such Person evidenced by notes, bonds, debentures, or other similar instruments, (d) all indebtedness created or arising under any conditional sale or other title retention agreement with respect to property acquired by such Person (even though the rights and remedies of the seller or lender under such agreement in the event of default are limited to repossession or sale of such property), (e) all obligations of such Person to purchase, redeem, retire, defease, or otherwise make any payment in respect of any Equity Interests in such Person or any other Person or any warrants, rights, or options to acquire such Equity Interests, valued, in the case of redeemable preferred interests, at the greater of its voluntary or


 
9 involuntary liquidation preference plus accrued and unpaid dividends, (f) all obligations of such Person, contingent or otherwise, as an account party or applicant under acceptance, letter of credit, or similar facilities in respect of obligations of the kind referred to in subsections (a) through (e) of this definition, (g) all Guaranty Obligations of such Person in respect of obligations of the kind referred to in subsections (a) through (f) above, (h) all obligations of the kind referred to in subsections (a) through (g) above secured by (or which the holder of such obligation has an existing right, contingent or otherwise, to be secured by) any Lien on property (including accounts and contract rights) owned by such Person, whether or not such Person has assumed or become liable for the payment of such obligation; provided that, if such Person has not assumed or become liable for the payment of such obligation, the amount of such Debt shall be limited to the lesser of (i) the principal amount of the obligations being secured and (ii) the fair market value of the encumbered property, and (i) all debt of any partnership, unlimited liability company, or unincorporated joint venture in which such Person is a general partner, member, or a joint venturer, respectively (unless such Debt is expressly made non-recourse to such Person). “Debtor Relief Law” means the Bankruptcy Code and all other liquidation, bankruptcy, assignment for the benefit of creditors, conservatorship, moratorium, receivership, insolvency, rearrangement, reorganization, or similar debtor relief laws of the US or other applicable jurisdictions in effect from time to time. “Default” means any of the events specified in Section 8.01 which constitutes an Event of Default or which, upon the giving of notice, the lapse of time, or both pursuant to Section 8.01 would, unless cured or waived, become an Event of Default. “Disposition” or “Dispose” means the sale, transfer, license, lease, or other disposition (whether in one transaction or in a series of transactions, and including any sale and leaseback transaction) of any property (including, without limitation, any Equity Interests) by any Person (or the granting of any option or other right to do any of the foregoing), including any sale, assignment, transfer, or other disposal, with or without recourse, of any notes or accounts receivable or any rights and claims associated therewith. “Dollars” means the lawful currency of the United States. “Eligible Assignee” has the meaning set forth in Section 9.04. “Environmental Action” means any action, suit, demand, demand letter, claim, notice of violation or non-compliance, notice of liability or potential liability, investigation, proceeding, consent order, or consent agreement relating in any way to any Environmental Law, any permit issued under any Environmental Law, or any Hazardous Material, or arising from alleged injury or threat to health, safety, or the environment including (a) by any Governmental Authority for enforcement, clean-up, removal, response, remedial or other actions, or damages and (b) any Governmental Authority or third party for damages, contribution, indemnification, cost recovery, compensation, or injunctive relief. “Environmental Law” means any and all Federal, state, foreign, local, or municipal laws, rules, orders, regulations, statutes, ordinances, codes, decrees, requirements of any Governmental Authority, or other Requirements of Law (including common law) as now or may at any time


 
10 hereafter be in effect, and any binding judicial or administrative interpretation thereof, including any binding judicial or administrative order, consent decree, or judgment, regulating, relating to, or imposing liability or standards of conduct concerning protection of the environment or, to the extent relating to exposure to substances that are harmful or detrimental to the environment, or human health, or safety. “Equity Interests” means any and all shares, interests, participations, or other equivalents (however designated) of capital stock of a corporation, any and all equivalent ownership (or profit) interests in a Person (other than a corporation), securities convertible into or exchangeable for shares of capital stock of (or other ownership or profit interests in) such Person, and any and all warrants, rights, or options to purchase any of the foregoing, whether voting or nonvoting, and whether or not such shares, warrants, options, rights, or other interests are authorized or otherwise existing on any date of determination. “ERISA” means the Employee Retirement Income Security Act of 1974, as amended from time to time. “ERISA Affiliate” means an entity, whether or not incorporated, that is under common control with the Borrower within the meaning of §4001 of ERISA or is part of a group that includes the Borrower and that is treated as a single employer under §414 of the Code. “Event of Default” has the meaning set forth in Section 8.01. “Excluded Foreign Subsidiary” means any Foreign Subsidiary in respect of which either (a) the pledge of all the Equity Interests of such Subsidiary as Collateral or (b) a guarantee by such Subsidiary of the Obligations, would, in the good faith judgment of the Borrower, result in the adverse tax consequences to the Borrower. “Excluded Taxes” means any of the following Taxes, imposed on or with respect to the Lender (a) Taxes imposed on or measured by net income (however denominated) and franchise Taxes and (b) any branch profits Taxes imposed by the United States or any similar Tax imposed by any other jurisdiction. “Extraordinary Receipts” means any cash received by or paid to or for the account of any Person not in the ordinary course of business, including, without limitation, tax refunds, pension plan reversions, proceeds of insurance (other than proceeds of business interruption insurance to the extent such proceeds constitute compensation for lost earnings), condemnation awards and similar payments, indemnity payments, and any purchase price adjustment received in connection with any purchase agreement; provided, however, that Extraordinary Receipts shall not include cash receipts from proceeds of insurance, condemnation awards or similar payments, or indemnity payments to the extent that such funds are received by any Person in respect of any third party claim against such Person and applied to pay (or reimburse such Person for its prior payment of) such claim plus related costs and expenses. “Financial Contract” means (1) an agreement (including terms and conditions incorporated by reference therein) which is a rate swap agreement, basis swap, forward rate agreement, commodity swap, commodity option, equity or equity index swap, bond option, interest


 
11 rate option, foreign exchange agreement, rate cap agreement, rate floor agreement, rate collar agreement, currency swap agreement, cross-currency rate swap agreement, currency option, and other similar agreement (including any option to enter into any of the foregoing; (2) any combination of the foregoing; or (3) a master agreement for any of the foregoing together with all amendments and supplements. “Fiscal Year” means the period of twelve (12) consecutive months ending on March 31, of each year. “Foreign Subsidiary” means any Subsidiary of the Borrower that is not organized and existing under the laws of the United States or any state or commonwealth thereof or under the laws of the District of Columbia. “GAAP” means generally accepted accounting principles in the United States set forth in the opinions and pronouncements of the Accounting Principles Board and the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board or such other principles as may be approved by a significant segment of the accounting profession in the United States, that are applicable to the circumstances as of the date of determination, consistently applied. “Governmental Authority” means the government of any nation or any political subdivision thereof, whether at the national, state, territorial, provincial, municipal, or any other level, and any agency, authority, instrumentality, regulatory body, court, central bank, or other entity exercising executive, legislative, judicial, taxing, regulatory, or administrative powers or functions of, or pertaining to, government. “Guaranty Obligation” as to any Person, means any (a) obligation, contingent or otherwise, of such Person guaranteeing or having the effect of guaranteeing any Debt or other obligation payable or performable by another Person (the “primary obligor”) in any manner, whether directly or indirectly, and including any obligation of such Person, direct or indirect, (i) to purchase or pay (or advance or supply funds for the purchase or payment of) such Debt or other obligation, (ii) to purchase or lease property, securities, or services for the purpose of assuring the obligee in respect of such Debt or other obligation of the payment or performance of such Debt or other obligation, (iii) to maintain working capital, equity capital, net worth, or solvency or liquidity, or any level of income or cash flow of the primary obligor so as to enable the primary obligor to pay such Debt or other obligation, or (iv) entered into for the purpose of assuring in any other manner the obligee in respect of such Debt or other obligation of the payment or performance thereof or to protect such obligee against loss in respect thereof (in whole or in part) or (b) Lien on any assets of such Person securing any Debt or other obligation of any other Person, whether or not such Debt or other obligation is assumed by such Person (or any right, contingent or otherwise, of any holder of such Debt to obtain any such Lien). The amount of any Guaranty Obligation shall be deemed to be an amount equal to the stated or determinable amount of the related primary obligation, or portion thereof, in respect of which such Guaranty Obligation is made or, if not stated or determinable, the maximum reasonably anticipated liability in respect thereof as determined by the guaranteeing Person in good faith.


 
12 “Hazardous Materials” means (a) any gasoline, petroleum or petroleum products or by- products, radioactive materials, friable asbestos or asbestos-containing materials, urea- formaldehyde insulation, polychlorinated biphenyls, and radon gas and (b) any other chemicals, materials, or substances designated, classified or regulated as hazardous or toxic or as a pollutant or contaminant under any Environmental Law. “Indemnified Taxes” means (a) Taxes, other than Excluded Taxes, imposed on or with respect to any payment made by any Loan Party under any Loan Document and (b) to the extent not otherwise described in (a), Other Taxes. “Insolvency” with respect to any Multiemployer Plan, means such Plan is insolvent within the meaning of §4245 of ERISA. “Intellectual Property” means any and all intellectual property, including copyrights, copyright licenses, patents, patent licenses, trademarks, trademark licenses, technology, know- how, and processes, all rights therein, and all rights to sue at law or in equity for any past, present, or future infringement, violation, misuse, misappropriation, or other impairment thereof, whether arising under United States, multinational, or foreign laws, or otherwise, including the right to receive injunctive relief and all proceeds and damages therefrom. “Lien” means any mortgage, pledge, hypothecation, assignment (as security), deposit arrangement, encumbrance, lien (statutory or other), charge or other security interest, or any preference, priority, or other security agreement or preferential arrangement of any kind or nature whatsoever having substantially the same economic effect as any of the foregoing (including any conditional sale or other title retention agreement and any capital lease). “Liquidity” means, the aggregate dollar amount of the Borrower’s unrestricted and unencumbered cash held in depository accounts with the Lender. “Loan” means the Term Loan. “Loan Documents” means, collectively, this Agreement, the Security Agreement, the Term Note, the TPS Pledge Agreement, the Parent Pledge Agreements, and all other agreements, documents, certificates and instruments executed and delivered to the Lender by any Loan Party in connection therewith. “Loan Parties” means the Borrower and each Subsidiary of the Borrower that is or becomes a party to a Loan Document. “Margin Stock” has the meaning specified in Regulation U of the Board as in effect from time to time. “Marketable Securities” means (a) all direct obligations of the United States government and obligations guaranteed by the United States government (the “Government Obligations”); (b) all bonds of United States corporations that are listed with and regularly traded through a recognized securities exchange and that are rated at least “A” by Standard and Poor’s Corporation (“S&P”) or a comparable rating by Moody’s Investors Services, Inc. (“Moody’s”) (such rating


 
13 being “Investment Grade”); and (c) all unrestricted stocks that are registered on the New York Stock Exchange or that are traded on the NASDAQ. “Material Adverse Effect” means a material adverse effect on (a) the business, assets, properties, liabilities (actual or contingent), operations, condition (financial or otherwise), or prospects of the Borrower, individually, or the Borrower and its Subsidiaries taken as a whole, (b) the validity or enforceability of any Loan Document, (c) the perfection or priority of any Lien purported to be created by any Loan Document, (d) the rights or remedies of the Lender under any Loan Document, or (e) the ability of any Loan Party to perform any of its material obligations under any Loan Document to which it is a party. “Material Contracts” with respect to any Person, means each contract to which such Person is a party involving aggregate consideration payable by or to such Person equal to at least $50,000 annually or otherwise material to the business, condition (financial or otherwise), operations, performance, properties, or prospects of such Person. “Maturity Date” means November 24, 2032. “Moody's” means Moody's Investors Service, Inc., and any successor thereto. “Multiemployer Plan” means a Plan which is a multiemployer plan as defined in § 4001(a)(3) of ERISA to which the Borrower or any ERISA Affiliate makes or is obligated to make contributions. “Net Cash Proceeds” means (a) in connection with any Asset Sale or any Recovery Event, the proceeds thereof in the form of cash and Cash Equivalents in an amount for any Asset Sale or Recovery Event in excess of $50,000 and in the aggregate for all Asset Sales and Recovery Events in any Fiscal Year in excess of $150,000 (including any such proceeds actually received from deferred payments of principal pursuant to a note, a receivable, or otherwise), net of attorneys' fees, accountants' fees, investment banking fees, amounts required to be reserved for indemnification, adjustment of purchase price, or similar obligations pursuant to the agreements governing such Asset Sale, amounts required to be applied to the repayment of Debt secured by a Lien expressly permitted hereunder on any asset that is the subject of such Asset Sale or Recovery Event (other than any Lien pursuant to a Loan Document) and other customary fees and expenses actually incurred in connection therewith and net of taxes paid or reasonably estimated to be payable as a result thereof (after taking into account any available tax credits or deductions and any tax sharing arrangements) and (b) in connection with any issuance or sale of Equity Interests or any incurrence of Debt, the cash proceeds received from such issuance or incurrence, net of attorneys' fees, investment banking fees, accountants' fees, underwriting discounts and commissions and other customary fees and expenses actually incurred in connection therewith. “Obligations” means all advances to, and debts (including principal, interest, fees, costs, and expenses), liabilities, covenants, and indemnities of, any Loan Party arising under any Loan Document, Swap Transaction Document or otherwise with respect to any Loan, whether direct or indirect, absolute or contingent, due or to become due, now existing or hereafter arising.


 
14 “Other Taxes” means any and all present or future stamp, court, recording, filing, intangible, documentary or similar Taxes or any other excise or property Taxes, charges, or similar levies arising from any payment made hereunder or under any other Loan Document or from the execution, delivery, or enforcement or registration of, or performance under, or from the receipt or perfection of a security interest under or otherwise with respect to this Agreement or any other Loan Document (other than Excluded Taxes imposed with respect to an assignment). “Parent” means Air T, Inc., a Delaware corporation. “Parent Investment Account Pledge Agreement” means that certain Amended and Restated Pledge Agreement dated on or about the date hereof, executed by Parent in favor of the Lender, pursuant to which Parent pledges the Pledged Securities Account and the Marketable Securities held therein to the Lender as collateral for the Obligations, as the same may be amended, amended and restated, supplemented, or otherwise modified from time to time to the extent permitted under the Loan Documents. “Parent Stock Pledge Agreement” means that certain Pledge Agreement dated on or about the date hereof, executed by Parent in favor of the Lender, pursuant to which Parent pledges its ownership in the Borrower to the Lender as collateral for the Obligations, as the same may be amended, amended and restated, supplemented, or otherwise modified from time to time to the extent permitted under the Loan Documents. “Parent Pledge Agreement(s)” means, individually or collectively, as the context requires, the Parent Investment Account Pledge Agreement and the Parent Stock Pledge Agreement. “Participant” has the meaning set forth in Section 9.03(c). “Participant Register” has the meaning set forth in Section 9.04(c). “PATRIOT Act” has the meaning set forth in Section 9.13. “PBGC” means the Pension Benefit Guaranty Corporation established pursuant to Subtitle A of Title IV of ERISA (or any successor thereto). “Person” means any individual, corporation, limited liability company, trust, joint venture, association, company, limited or general partnership, unincorporated organization, Governmental Authority, or other entity. “Pledged Market Value” on any date of determination, an amount equal to the aggregate of the closing prices as of the last day of the preceding month of the Marketable Securities pledged as collateral for the Obligations pursuant to the TPS Pledge Agreement and the Parent Investment Account Pledge Agreement. “Pledged Securities Account” means Parent’s securities account No. XXX-XXXXXX maintained with Piper Sandler & Co. (“Piper”) or any replacement account with Piper or another


 
15 financial institution (“Piper or such other financial institution being the “Securities Intermediary”) approved by Lender in its sole discretion. “Plan” at any one time, means any “employee benefit plan” that is covered by ERISA and in respect of which the Borrower or an ERISA Affiliate is (or, if such plan were terminated at such time, would under §4062 or §4069 of ERISA be deemed to be) an “employer” as defined in §3(5) of ERISA. “Property” of a Person means all property, whether real, personal, tangible, intangible, or mixed, of such Person, or other assets owned, leased or operated by such Person. “Real Properties” has the meaning set forth in Section 5.09(a). “Recovery Event” means any settlement of or payment to any Loan Party in respect of any property or casualty insurance claim or any condemnation proceeding relating to any asset of any Loan Party. “Related Parties” with respect to any Person, means such Person's Affiliates and the directors, officers, employees, partners, agents, trustees, administrators, managers, advisors, and representatives of it and its Affiliates. “Reorganization” with respect to any Multiemployer Plan, means that such plan is in reorganization within the meaning of §4241 of ERISA. “Reportable Event” means any of the events set forth in §4043(c) of ERISA, other than those events as to which the thirty-day notice period is waived. “Requirement of Law” as to any Person, means the certificate of incorporation and by- laws or other organizational or governing documents of such Person, and any law (including common law), statute, ordinance, treaty, rule, regulation, order, decree, judgment, writ, injunction, settlement agreement, requirement or determination of an arbitrator or a court or other Governmental Authority, in each case applicable to or binding upon such Person or any of its property or to which such Person or any of its property is subject. “Responsible Officer” with respect to any Person, means the chief executive officer, president, or chief financial officer of such Person, except that with respect to financial matters, the Responsible Officer shall be the chief financial officer or treasurer of such Person. “Restricted Payments” has the meaning set forth in Section 7.07. “S&P” means Standard & Poor's Ratings Services, a division of The McGraw-Hill Companies, Inc., and any successor thereto. “SEC” means the Securities and Exchange Commission (or successors thereto or an analogous Governmental Authority).


 
16 “Security Agreement” means the Security Agreement made by the Borrower in favor of the Lender, dated as of November 24, 2025, as the same may be amended, amended and restated, supplemented, or otherwise modified from time to time to the extent permitted under the Loan Documents. “Shanwick” means Borrower’s Subsidiary, Shanwick B.V., a Netherlands private limited company. “Single Employer Plan” means any Plan that is covered by Title IV of ERISA, other than a Multiemployer Plan. “Solvent” with respect to any Person as of any date of determination, means that on such date (a) the present fair salable value of the property and assets of such Person exceeds the debts and liabilities, including contingent liabilities, of such Person, (b) the present fair salable value of the property and assets of such Person is greater than the amount that will be required to pay the probable liability of such Person on its debts and other liabilities, including contingent liabilities, as such debts and other liabilities become absolute and matured, (c) such Person does not intend to incur, or believe (nor should it reasonably believe) that it will incur, debts and liabilities, including contingent liabilities, beyond its ability to pay such debts and liabilities as they become absolute and matured, and (d) such Person does not have unreasonably small capital with which to conduct the business in which it is engaged as such business is now conducted and is proposed to be conducted. The amount of contingent liabilities at any time shall be computed as the amount that, in the light of all the facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual or matured liability. “Subsidiary” as to any Person, means any corporation, partnership, limited liability company, joint venture, trust, or estate of or in which more than 50% of (a) the issued and outstanding capital stock having ordinary voting power to elect a majority of the board of directors of such corporation (irrespective of whether at the time capital stock of any other class of such corporation may have voting power upon the happening of a contingency), (b) the interest in the capital or profits of such partnership, limited liability company, or joint venture, or (c) the beneficial interest in such trust or estate is at the time directly or indirectly owned or controlled through one or more intermediaries, or both, by such Person. Unless otherwise qualified, all references to a “Subsidiary” or to “Subsidiaries” in this Agreement shall refer to a Subsidiary or Subsidiaries of the Borrower. “Swap Indebtedness” means indebtedness, liabilities, fees, costs, assessments, or obligations, now existing or hereafter arising, due or to become due, absolute or contingent, of the Borrower to the Lender under any Swap Transaction, Swap Transaction Documents, or Financial Contract. “Swap Transaction” means (i) any transaction now existing or hereafter entered into between Borrower and Lender that is a rate swap, basis swap, forward rate transaction, commodity swap, commodity option, equity or equity index swap, bond option, interest rate option, foreign exchange transaction, rate cap transaction, rate floor transaction, rate collar transaction, currency swap, cross-currency rate swap, currency option, and other similar transaction (including any option to enter into any of the foregoing, and (ii) any combination of the foregoing.


 
17 “Swap Transaction Document(s)” means any and all documents related to any Swap Transaction by and between the Borrower and Lender, including the following: 2002 Multicurrency-Cross Border version of the ISDA Master Agreement, the Schedule to the Master Agreement, any Credit Support Annexes, any Swap Trade Confirmation, Risk Disclosure Statement, Eligible Contract Participant Verification Form, Financial Contracts, and all such other related documents as Lender may reasonably require. “Swenson” means Nicholas J. Swenson, a citizen of the United States of America. “Taxes” means any and all present or future income, stamp, or other taxes, levies, imposts, duties, deductions, charges, fees, or withholdings imposed, levied, withheld, or assessed by any Governmental Authority, together with any interest, additions to tax, or penalties imposed thereon and with respect thereto. “Term Loan” means the term loan made by the Lender under Section 2.01(a). “Term Loan Commitment” means the obligation of the Lender to make the Term Loan to the Borrower on the Closing Date in a principal amount not to exceed $6,000,000. “Term Note” means a promissory note of the Borrower payable to the Lender, in substantially the form of Exhibit A hereto, evidencing the aggregate indebtedness of the Borrower to the Lender resulting from the Term Loan, as the same may be amended, amended and restated, supplemented, or otherwise modified from time to time to the extent permitted under the Loan Documents. “TPS Event of Default” means, an “Event of Default” (as such term is defined in the Trust Agreement). “TPS Pledge Agreement” means the TPS Pledge Agreement made by the Borrower in favor of the Lender, dated as of November 24, 2025, as the same may be amended, amended and restated, supplemented, or otherwise modified from time to time to the extent permitted under the Loan Documents. “Trust Agreement” means that certain Second Amended and Restated Trust Agreement dated June 23, 2021, by and between Parent, as Depositor, Delaware Trust Company, as Property Trustee and as Delaware Trustee, and the “Administrative Trustees” parties thereto, creating and governing ATF, as amended to date and as the same may be amended, amended and restated, supplemented, or otherwise modified from time to time. “Trust Preferred Shares” means certain preferred securities, issued by ATF, designated the 8.0% Cumulative Capital Securities (also being referred to as the Alpha Income Trust Preferred Securities). “Uniform Commercial Code” means the Uniform Commercial Code as in effect in the state of Minnesota from time to time.


 
18 “WorldACD” means WorldACD Market Data B.V., a private company with limited liability incorporated under the laws of the Netherlands, a wholly-owned Subsidiary of Shanwick. Section 1.02 Interpretation. With reference to this Agreement and each other Loan Document, unless otherwise specified herein or in such other Loan Document: (a) The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine, and neuter forms. The words “include,” “includes,” and “including” shall be deemed to be followed by the phrase “without limitation.” The word “will” shall be construed to have the same meaning and effect as the word “shall.” Unless the context requires otherwise (i) any definition of or reference to any agreement, instrument, or other document shall be construed as referring to such agreement, instrument, or other document as from time to time amended, supplemented, or otherwise modified (subject to any restrictions on such amendments, supplements, or modifications set forth herein or in any other Loan Document), (ii) any reference herein to any Person shall be construed to include such Person's successors and assigns, (iii) the words “herein,” “hereof,” and “hereunder,” and words of similar import when used in any Loan Document, shall be construed to refer to such Loan Document in its entirety and not to any particular provision thereof, (iv) all references in a Loan Document to Articles, Sections, Exhibits, and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, the Loan Document in which such references appear, (v) any reference to any law shall include all statutory and regulatory provisions consolidating, amending, replacing, or interpreting such law and any reference to any law or regulation shall, unless otherwise specified, refer to such law or regulation as amended, modified, or supplemented from time to time, and (vi) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts, and contract rights. (b) In the computation of periods of time from a specified date to a later specified date, the word “from” means “from and including;” the words “to” and “until” each mean “to but excluding;” and the word “through” means “to and including.” (c) Any reference herein or in any other Loan Document to the satisfaction, repayment, or payment in full of the Obligations shall mean the repayment in Dollars in full in cash or immediately available funds (and in the case of any other contingent Obligations, providing cash collateral or other collateral as may be requested by the Lender) of all of the Obligations other than (i) unasserted contingent indemnification Obligations and (ii) any Obligations relating to Swap Transaction Documents that, at such time, are allowed by the applicable provider of such Swap Transaction Documents to remain outstanding without being required to be repaid. (d) All accounting terms not specifically or completely defined herein shall be construed in conformity with, and all financial data required to be submitted pursuant to this Agreement shall be prepared in conformity with, GAAP as in effect from time to time,


 
19 and applied on a consistent basis in a manner consistent with that used in preparing the Borrower's audited financial statements, except as otherwise specifically prescribed herein. ARTICLE II THE COMMITMENT Section 2.01 Term Loan Commitment. (a) Subject to the terms and conditions of this Agreement, the Lender agrees to make, in a single advance, a term loan to the Borrower on the Closing Date in an amount not to exceed the Lender's Term Loan Commitment. (b) Amounts borrowed under this Section 2.01 and repaid or prepaid may not be reborrowed. Section 2.02 Repayment of Term Loan. (a) The Term Loan shall be evidenced by, and be payable in accordance with the terms of the Term Note. The Lender shall maintain records of the amount of all payments on the Term Note. The outstanding amount of the Term Note set forth on the records of the Lender shall be rebuttable presumptive evidence of the principal amount owing and unpaid on the Term Note. (b) The Borrower hereby unconditionally promises to pay to the Lender in full in cash, to the extent not previously paid, the then-unpaid principal amount of the Loan on the Maturity Date. Section 2.03 Optional Prepayments. The Borrower may prepay the Term Loan in whole or in part at any time; provided, that, each such prepayment shall be accompanied by any prepayment premium set forth in the Term Note or in any Swap Transaction Document. Any partial prepayment on the Term Loan shall be applied to installments due on the Term Loan in the inverse order of their maturities. Section 2.04 Mandatory Prepayments. (a) If on any date any Loan Party shall receive Net Cash Proceeds from any Asset Sale or Recovery Event in an amount for any such sale or event in excess of $50,000, then, within five Business Days of the date of receipt by such Loan Party of such Net Cash Proceeds, the Loan shall be prepaid as set forth in Section 2.05(a). (b) Upon any Extraordinary Receipt received by or paid to or for the account of any Loan Party, and not otherwise included in, Section 2.04(a), the Borrower shall prepay the Loan as set forth in Section 2.05 in an amount equal to 100% of all Net Cash Proceeds received therefrom within five Business Days of the date of receipt thereof by such Loan Party. Section 2.05 Application of Prepayments.


 
20 (a) Each prepayment of the Loan under Section 2.04 shall be accompanied by accrued interest to the date of such prepayment on the amount prepaid together with any prepayment premium described in the Term Note or in any Swap Transaction Document. (b) Each prepayment of the Term Loan pursuant to Section 2.04 shall be applied to the installments of the Term Loan in inverse order of maturity. ARTICLE III TAXES, YIELD PROTECTION AND ILLEGALITY Section 3.01 Taxes. (a) Any and all payments by or on account of any obligation of any Loan Party hereunder or under any other Loan Document shall be made free and clear of and without deduction or withholding for any Taxes except as required by applicable law. If any Loan Party is required by applicable law to deduct or withhold any Taxes from such payments, then: (i) if such Tax is an Indemnified Tax, the amount payable by the applicable Loan Party shall be increased so that after all such required deductions or withholdings are made (including deductions or withholdings applicable to additional amounts payable under this Section), the Lender receives an amount equal to the amount it would have received had no such deduction or withholding been made; and (ii) the Loan Parties shall make such deductions or withholdings and timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable law. (b) Without limiting the provisions of Section 3.01(a) above, the Loan Parties shall timely pay any Other Taxes to the relevant Governmental Authority in accordance with applicable law, unless such Other Taxes are being contested in good faith by any such Loan Party. (c) The Loan Parties shall indemnify the Lender, within ten days after demand therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed on or attributable to amounts payable under this Section) paid or payable by the Lender, on or with respect to an amount payable by any Loan Party under or in respect of this Agreement or under any other Loan Document, together with any reasonable expenses arising in connection therewith and with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate from the Lender as to the amount of such payment or liability delivered to the Borrower shall be conclusive absent manifest error. (d) As soon as practicable after Lender’s written request, following payment of Taxes by any Loan Party to a Governmental Authority pursuant to this Section 3.01, such


 
21 Loan Party shall deliver to the Lender the original or certified copy of a receipt issued by such Governmental Authority evidencing such payment, a copy of the relevant return reporting such payment or other evidence of such payment reasonably satisfactory to the Lender. (e) If the Lender determines, in its reasonable discretion exercised in good faith, that it has received a refund of any Taxes as to which it has been indemnified by any Loan Party or with respect to which any Loan Party has paid additional amounts pursuant to this Section, it shall pay over such refund (or the amount of any credit in lieu of refund) to the applicable Loan Party (but only to the extent of indemnity payments made, or additional amounts paid, by the applicable Loan Party under this Section with respect to the Taxes giving rise to such refund or credit in lieu of refund), net of all reasonable out-of-pocket expenses of the Lender and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund or credit in lieu of refund); provided that, the applicable Loan Party, upon the request of the Lender, agrees to repay the amount paid over to the applicable Loan Party (plus any interest, penalties or other charges imposed by the relevant Governmental Authority) to the Lender in the event the Lender is required to repay such refund or credit in lieu of refund to such Governmental Authority. Notwithstanding anything to the contrary in this paragraph (e), in no event will the Lender be required to pay any amount to the applicable Loan Party pursuant to this paragraph if the payment of such amount would place the Lender in a less favorable net after-Tax position than it would have been in if the Tax subject to indemnification had not been deducted, withheld, or otherwise imposed and the indemnification payments or additional amounts with respect to such Tax had never been paid. Nothing in this paragraph (e) shall be construed to require the Lender to make available its tax returns or any other information relating to its taxes that it deems confidential to the Borrower or any other Person. Section 3.02 Increased Costs; Capital Adequacy Requirements. (a) If any Change in Law shall: (i) impose, modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge, or similar requirement against assets of, deposits with, or for the account of, or credit extended or participated in by, the Lender; (ii) subject the Lender to any Taxes (other than Indemnified Taxes) on its loans, commitments, or other obligations, or its deposits, reserves, other liabilities, or capital attributable thereto; or (iii) impose on the Lender any other condition, cost or expense (other than Taxes) affecting this Agreement, and the result of any of the foregoing shall be to reduce the amount of any sum received or receivable by the Lender hereunder (whether of principal, interest, or any other amount) then, upon request of the Lender, the Borrower will pay to the Lender such


 
22 additional amount or amounts as will compensate the Lender for such additional costs incurred or reduction suffered. (b) If the Lender reasonably determines that any Change in Law affecting the Lender or the Lender's holding company (if any), regarding capital or liquidity requirements, has or would have the effect of reducing the rate of return on the Lender's capital or on the capital of the Lender's holding company, if any, as a consequence of this Agreement, or the Loan, to a level below that which the Lender or the Lender's holding company could have achieved but for such Change in Law (taking into consideration the Lender's policies and the policies of the Lender's holding company with respect to capital adequacy), then from time to time after receipt of the certificate delivered by Lender pursuant to Section 3.01(c), the Borrower will pay to the Lender such additional amount or amounts as will compensate the Lender or the Lender's holding company for any such reduction suffered. (c) A certificate from the Lender setting forth the amount or amounts necessary to compensate it or its holding company, as specified in paragraph (a) or (b) of this Section and delivered to the Borrower, shall be conclusive absent manifest error. The Borrower shall pay the Lender the amount shown as due on any such certificate within 10 days after receipt thereof. (d) Failure or delay on the part of the Lender to demand compensation pursuant to this Section shall not constitute a waiver of the Lender's right to demand such compensation; provided that, the Borrower shall not be required to compensate the Lender pursuant to this Section for any increased costs incurred or reductions suffered more than 270 days prior to the date that the Lender notifies the Borrower of the Change in Law giving rise to such increased costs or reductions and of the Lender's intention to claim compensation therefor (except that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the 270 day period referred to above shall be extended to include the period of such retroactive effect). ARTICLE IV CONDITIONS PRECEDENT Section 4.01 Conditions Precedent to Initial Loans. The obligation of the Lender to make the Term Loan requested to be made by it hereunder is subject to the satisfaction or the waiver by the Lender of the following conditions precedent: (a) The Lender shall have received: (i) this Agreement, duly executed and delivered by an authorized officer of the Borrower; and (ii) the Security Agreement and the Term Note, duly executed and delivered by the Borrower;


 
23 (iii) the TPS Pledge Agreement, duly executed and delivered by the Borrower, together with share certificates for the Trust Preferred Shares that are pledged to the Lender as Collateral for the Obligations pursuant to the TPS Pledge Agreement, together with an undated stock power for each such certificate executed in blank by a duly authorized officer of the Borrower; (iv) the Parent Pledge Agreements, duly executed and delivered by Parent; (v) a control agreement, executed by the Securities Intermediary and the Borrower, perfecting Lender’s security interest in the Pledged Securities Account and the Marketable Securities held therein; (vi) a closing certificate, in the form provided by Lender, duly executed and delivered by Borrower; (vii) a Statement of Purpose for an Extension of Credit Secured by Margin Stock – FR U-1, duly completed and executed by an officer of the Borrower; and (viii) share certificates for the Trust Preferred Shares that are pledged to the Lender as Collateral for the Obligations pursuant to the TPS Pledge Agreement, together with an undated stock power for each such certificate executed in blank by a duly authorized officer of the Borrower. (b) The Lender shall have received satisfactory projections of the Borrower financial statements through the Maturity Date; (c) All governmental and third party approvals necessary in connection with the Acquisition, the continuing operations of the Loan Parties and their Subsidiaries, and the transaction contemplated hereby shall have been obtained and be in full force and effect, and all applicable waiting periods shall have expired without any action being taken or threatened by any competent authority that would restrain, prevent, or otherwise impose materially adverse conditions on the Acquisition or the financing contemplated hereby; (d) The Lender shall have received results of a recent lien search in each of the jurisdictions where the Loan Parties are organized and the assets of the Loan Parties are located, and such searches confirm the priority of the Liens in favor of the Lender and reveal no liens on any of the assets of the Loan Parties, except for liens permitted under this Agreement; (e) The Lender shall have received payment, in immediately available funds of a non-refundable origination fee in the amount of $30,000 and all other fees required to be paid, and all expenses for which invoices have been presented (including the fees and expenses of legal counsel), on or before the Closing Date.


 
24 (f) The Lender shall have received, in form and substance reasonably satisfactory to it, a certificate of each Loan Party, certified by a secretary of such Loan Party, dated the Closing Date, including: (i) a certificate of formation, organization, or incorporation, as applicable, of each Loan Party certified by the relevant authority of the jurisdiction of organization of such Loan Party; (ii) by-laws, operating agreements, and partnership agreements, as applicable, for each Loan Party as in effect on the date on which the resolutions referred to below were adopted; (iii) resolutions of the governing body of each Loan Party approving the transaction and each Loan Document to which it is or is to be a party, and of all documents evidencing other necessary corporate, partnership, or limited liability company action; (iv) a certification that the names, titles, and signatures of the officers of each Loan Party authorized to sign each Loan Document to which it is or is to be a party and each of the other documents to be delivered hereunder and thereunder are true and correct; (v) a long-form good standing certificate for each Loan Party from its jurisdiction of organization; and (vi) a good standing certificate for each Loan Party from each state where it is qualified to do business; (g) The Lender shall have received the legal opinion of Winthrop & Weinstine, counsel to the Borrower and its Subsidiaries, in form and substance acceptable to the Lender; (h) The Lender shall have received reasonably satisfactory evidence that each document (including any Uniform Commercial Code financing statement and appropriate filings with the United States Patent and Trademark Office or United States Copyright Office) required by the Loan Documents or any Requirement of Law or reasonably requested by the Lender to be filed, registered, or recorded in order to create in favor of the Lender a perfected first priority Lien on the Collateral described therein, prior and superior in right to any other Person (other than with respect to Liens expressly permitted under this Agreement), shall have been properly filed (or provided to the Lender) or executed and delivered in each jurisdiction; (i) The Lender shall have received evidence of insurance coverage in form, scope and substance satisfactory to the Lender and otherwise in compliance with the terms of Section 5.10 and Section 6.06 of this Agreement; and


 
25 (j) The Lender shall have received, at least three (3) Business Days prior to the Closing Date, (i) all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, the PATRIOT Act, and (ii) to the extent the Borrower qualifies as a “legal entity customer” under 31 C.F.R. § 1010.230 (the “Beneficial Ownership Regulation”), a customary FinCEN beneficial ownership certification in relation to the Borrower, in each case requested at least ten Business Days prior to the Closing Date. Section 4.02 Conditions Precedent to the Loan. The obligation of the Lender to make the Loan requested to be made by it hereunder (including, without limitation, its initial Loan), is subject to the satisfaction or the waiver by the Lender of the following conditions precedent: (a) Each of the representations and warranties made by any Loan Party in or pursuant to the Loan Documents shall be true and correct in all material respects (or, as to any representation and warranty that is qualified by materiality or Material Adverse Effect, in all respects) on and as of the date the Loan is made as if made on and as of such date, except to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects (or, as to any representation and warranty that is qualified by materiality or Material Adverse Effect, in all respects) on such earlier date; and (b) No Default or Event of Default shall have occurred and be continuing on such date or after giving effect to the Loan requested to be made on such date. Each borrowing by the Borrower hereunder shall constitute a representation and warranty by the Borrower, as of the date the Loan is made, that the conditions contained in this Article IV have been satisfied. ARTICLE V REPRESENTATIONS AND WARRANTIES To induce the Lender to enter into this Agreement and to make the Loan hereunder, the Borrower hereby represents and warrants to the Lender that: Section 5.01 Existence; Compliance With Laws. The Borrower (a) is duly organized, validly existing, and in good standing under the laws of the jurisdiction of its formation, (b) is duly qualified as a foreign corporation or other organization and in good standing under the laws of each jurisdiction where its ownership, lease, or operation of property or the conduct of its business requires such qualification except to the extent that the failure to qualify in such jurisdiction would not reasonably be expected to have a Material Adverse Effect, and (c) complies with all Requirements of Law except to the extent that the failure to comply therewith would not, in the aggregate, reasonably be expected to have a Material Adverse Effect. Section 5.02 Power; Authorization; Enforceability.


 
26 (a) Each Loan Party and Parent has the power and authority, and the legal right, to own or lease and operate its property, and to carry on its business as now conducted and as proposed to be conducted, and to execute, deliver, and perform the Loan Documents to which it is a party and, in the case of the Borrower, to obtain the Loan hereunder. Each Loan Party and Parent has taken all necessary organizational action to authorize the execution, delivery, and performance of the Loan Documents to which it is a party and, in the case of the Borrower, to authorize the borrowing of Loan on the terms and conditions contained herein. No consent or authorization of, filing with, notice to, or other act by, or in respect of, any Governmental Authority or any other Person is required in connection with the extensions of credit hereunder or with the execution, delivery, performance, validity, or enforceability of this Agreement or any of the Loan Documents. Each Loan Document has been duly executed and delivered by each Loan Party party thereto or, in the case of the Parent Pledge Agreement, has been duly executed and delivered by Parent. (b) This Agreement constitutes, and each other Loan Document when delivered hereunder will constitute, a legal, valid, and binding obligation of each Loan Party party thereto or, in the case of the Parent Pledge Agreement, Parent, enforceable against each such Person in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws affecting the enforcement of creditors' rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law). Section 5.03 No Contravention. The execution, delivery, and performance of this Agreement and the other Loan Documents, the borrowing of Loan hereunder, and the use of the proceeds thereof will not violate any Requirement of Law or any Contractual Obligation of any Loan Party or, in the case of the Parent Pledge Agreement, Parent, and will not result in, or require, the creation or imposition of any Lien on any of their respective properties or assets pursuant to any Requirement of Law or any such Contractual Obligation (other than the Liens created by the Loan Documents). No Requirement of Law or Contractual Obligation applicable to any Loan Party or Parent would reasonably be expected to have a Material Adverse Effect. Section 5.04 Financial Statements. (a) The audited consolidated balance sheets of the Parent and its Subsidiaries as at March 31, 2025, and the related consolidated statements of income and of cash flows for the Fiscal Year ended on such date, accompanied by an unqualified opinion from Deloitte & Touche LLP, independent public accountants, present fairly the consolidated financial condition of Parent and its Subsidiaries as at such date, and the consolidated results of their operations and their consolidated cash flows for the Fiscal Year then ended, in accordance with GAAP. (b) The unaudited consolidated balance sheets of Parent and its Subsidiaries as at September 30, 2025, and the related unaudited consolidated statements of income and of cash flows for the six-month period ended on such date, duly certified by the chief financial officer of Parent, present fairly the consolidated financial condition of Parent and its Subsidiaries as at such date, and the consolidated results of their operations and their


 
27 consolidated cash flows for the six-month period then ended, in accordance with GAAP (subject to normal year-end audit adjustments and the absence of footnotes). Section 5.05 No Material Adverse Effect. Since September 30, 2021, no development or event has occurred that has had or would reasonably be expected to have a Material Adverse Effect. Section 5.06 No Litigation. No action, suit, litigation, investigation, or proceeding of or before any arbitrator or Governmental Authority is pending or threatened by or against any Loan Party or against any of its property or assets (a) with respect to any of the Loan Documents or any of the transactions contemplated hereby or thereby or (b) that would reasonably be expected to have a Material Adverse Effect. Section 5.07 No Default. No Default or Event of Default has occurred and is continuing and no default has occurred and is continuing under or with respect to any Contractual Obligation of the Borrower or any of its Subsidiaries that would reasonably be expected to have a Material Adverse Effect. Section 5.08 Ownership of Property; Liens. The Borrower has fee simple title to, or a valid leasehold interest in, all its real property, and good title to, or a valid leasehold interest in, all its other property, and none of such property is subject to any Lien except as permitted by Section 7.02. Section 5.09 Environmental Matters. Except as, in the aggregate, would not reasonably be expected to have a Material Adverse Effect, to the knowledge of the Borrower: (a) none of the facilities or properties owned, leased, or operated by any Loan Party (the “Real Properties”) contain or previously contained, any Hazardous Materials in amounts or concentrations or under circumstances that constitute or constituted a violation of, or could result in liability under, any Environmental Law; (b) no Loan Party has received any notice of actual or alleged violation, non- compliance, or liability regarding compliance with Environmental Laws or other environmental matters or with respect to any of the Real Properties or the business operated by any Loan Party, nor is there any reason to believe that any such notice will be received or is being threatened; (c) the Real Properties and all operations at the Real Properties comply with all applicable Environmental Laws, and there is no contamination at, under, or about the Real Properties or violation of any Environmental Law with respect to the Real Properties or the business operated by any Loan Party; (d) Hazardous Materials have not been transported or disposed of from the Real Properties in violation of, or in a manner or to a location that could result in liability under, any Environmental Law; no Hazardous Materials have been generated, treated, stored, or disposed of at, on or under any of the Real Properties in violation of, or in a manner that could result in liability under, any applicable Environmental Law; and there has been no


 
28 release or threat of release of Hazardous Materials at or from the Real Properties, or arising from or related to the operations of any Loan Party in connection with the Real Properties or the business operated by any Loan Party, in violation of or in amounts or in a manner that could result in liability under Environmental Laws; (e) no administrative or governmental action or judicial proceeding is pending or, to the knowledge of the Borrower, threatened, under any Environmental Law to which any Loan Party is or will be a party with respect to the Real Properties or the business operated by any Loan Party, nor are there any decrees or orders or other administrative or judicial requirements outstanding under any Environmental Law with respect to the Real Properties or the business operated by any Loan Party; and (f) no Loan Party has assumed any liability of any other Person under Environmental Laws. Section 5.10 Insurance. The properties of the Loan Parties are insured with financially sound and reputable insurance companies, in such amounts, with such deductibles, and covering such risks as are customarily carried by companies engaged in similar businesses and owning similar properties in localities where the applicable Loan Party operates. Each insurance policy is in full force and effect and all premiums in respect thereof that are due and payable have been paid. Section 5.11 Material Contracts. The Borrower has delivered true, correct, and complete copies of such Material Contracts to the Lender on or before the Closing Date. The Borrower is not in breach or in default in any material respect of or under any Material Contract and has not received any notice of the intention of any other party thereto to terminate any Material Contract. Section 5.12 Intellectual Property. Each Loan Party owns, or is licensed to use, all Intellectual Property necessary for the conduct of its business as currently conducted or proposed to be conducted. No material claim has been asserted and is pending by any Person challenging the use, validity, or effectiveness of any Intellectual Property, nor is the Borrower aware of any valid basis for any such claim. The use of Intellectual Property by each Loan Party does not materially infringe on the rights of any Person. Section 5.13 Taxes. Each Loan Party has filed all Federal, state, and other material tax returns that are required to be filed and has paid all taxes shown thereon to be due, together with applicable interest and penalties, and all other material taxes, fees, or other charges imposed on it or any of its property by any Governmental Authority (except those that are currently being contested in good faith by appropriate proceedings and with respect to which reserves in conformity with GAAP have been provided on the books of the relevant Loan Party). No Loan Party is a party to any tax sharing agreement. Section 5.14 ERISA. Each Plan complies with ERISA, the Code and any Requirement of Law in all material respects; neither a Reportable Event nor an “accumulated funding deficiency” (within the meaning of §412 or §430 of the Code or §302 of ERISA) has occurred (or is reasonably likely to occur) with respect to any Plan. No Single Employer Plan has terminated,


 
29 and no Lien has been incurred in favor of the PBGC or a Plan. Based on the assumptions used to fund each Single Employer Plan, the present value of all accrued benefits under each such Plan did not materially exceed the value of the assets of such Plan allocable to such accrued benefit as of the last annual valuation date prior to the date on which this representation is made. Neither any Loan Party nor any ERISA Affiliate has incurred or is reasonably expected to incur any Withdrawal Liability that would reasonably be expected to result in a material liability under ERISA, in connection with any Multiemployer Plan. No such Multiemployer Plan is (or is reasonably expected to be) terminated, in Reorganization, or insolvent (within the meaning of §4245 of ERISA). Section 5.15 Margin Regulations. The Borrower is not engaged in the business of extending credit for the purpose of purchasing or carrying Margin Stock, and no proceeds of any Loan will be used to purchase or carry any Margin Stock or to extend credit to others for the purpose of purchasing or carrying any Margin Stock. Section 5.16 Investment Company Act. No Loan Party is or is required to be registered as an “investment company” under the Investment Company Act of 1940, as amended. Section 5.17 Subsidiaries; Equity Interests. (a) Shanwick and WorldACD are the Borrower’s only Subsidiaries; (b) (i) the Borrower owns seventy percent (70%) of Shanwick’s issued and outstanding Equity Interests, and (ii) Shanwick owns one hundred percent (100%) of WorldACD’s issued and outstanding Equity Interests, in each case, free and clear of all Liens except those created under the Loan Documents; (c) there are no outstanding subscriptions, options, warrants, calls, rights or other agreements or commitments (other than stock options granted to employees or directors and directors' qualifying shares) relating to any Equity Interest of the Borrower, Shanwick or WorldACD, except as created by the Loan Documents. (d) Other than its ownership interest in Shanwick, the Borrower has no equity investments in any other corporation or entity. Section 5.18 Labor Matters. Except as, in the aggregate, would not reasonably be expected to have a Material Adverse Effect (a) there are no strikes, lockouts, or other labor disputes pending or, to the knowledge of the Borrower, threatened against any Loan Party, (b) hours worked by and wages paid to employees of each Loan Party have not violated the Fair Labor Standards Act or any other applicable Requirement of Law, and (c) all payments due in respect of employee health and welfare insurance from any Loan Party have been paid or properly accrued on the books of the relevant Loan Party. Section 5.19 Accuracy of Information, Etc. The Borrower has disclosed to the Lender all agreements, instruments, and corporate or other restrictions to which it or any of its Subsidiaries is subject, and all other matters known to it, that, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect. No statement or information contained in this


 
30 Agreement, any other Loan Document, or any other document, certificate, or statement furnished by or on behalf of the Borrower to the Lender, for use in connection with the transactions contemplated by this Agreement or the other Loan Documents, contained as of the date such statement, information, document, or certificate was so furnished, any untrue statement of a material fact or omitted to state a material fact necessary to make the statement contained herein or therein not misleading. The projections included in such materials are based upon good faith estimates and assumptions believed by the Borrower to be reasonable at the time made; it being recognized by the Lender that such projections as to future events are not to be viewed as fact and that actual results during the period or periods covered by the projections may differ from such projected results and such differences may be material. Section 5.20 Security Documents. (a) The Security Agreement creates in favor of the Lender a legal, valid, continuing, and enforceable security interest in the Collateral described therein, the enforceability of which is subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors' rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law. Upon the filing of a UCC1 financing statement naming the Borrower as debtor and Lender as secured party with the Minnesota Secretary of State and/or the obtaining of “control” (as defined in the Uniform Commercial Code), the Lender will have a perfected Lien on, and security interest in, to and under all right, title and interest of the grantors thereunder in all Collateral that may be perfected by filing, recording or registering a financing statement or analogous document (including without limitation the proceeds of such Collateral subject to the limitations relating to such proceeds in the Uniform Commercial Code) or by obtaining control, under the Uniform Commercial Code (in effect on the date this representation is made) in each case prior and superior in right to any other Person, except for Liens permitted under Section 7.02. (b) The TPS Pledge Agreement creates in favor of the Lender a legal, valid, continuing, and enforceable security interest in the Collateral described therein, the enforceability of which is subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors' rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law. The Lender has, by taking possession, perfected its first priority Lien in the Trust Preferred Shares. (c) The Parent Pledge Agreement creates in favor of the Lender a legal, valid, continuing, and enforceable security interest in the Collateral described therein, the enforceability of which is subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors' rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law. The Lender has perfected its first priority security interest in the Pledged Securities Account by entering into a control agreement with the Securities Intermediary.


 
31 Section 5.21 Solvency. Each Loan Party is, and after giving effect to the incurrence of all Debt and obligations incurred in connection herewith will be, Solvent. Section 5.22 PATRIOT Act; OFAC and Other Regulations. (a) No Loan Party, any of its Subsidiaries, or any of the Affiliates or respective officers, directors, brokers or agents of such Loan Party, Subsidiary, or Affiliate: (i) has violated any Anti-terrorism Laws; or (ii) has engaged in any transaction, investment, undertaking, or activity that conceals the identity, source, or destination of the proceeds from any category of prohibited offenses designated by the Organization for Economic Co-operation and Development's Financial Action Task Force on Money Laundering. (b) No Loan Party, any of its Subsidiaries, or any of the Affiliates or respective officers, directors, brokers, or agents of such Loan Party, Subsidiary, or Affiliate that is acting or benefiting in any capacity in connection with the Loan is a Blocked Person. (c) No Loan Party, any of its Subsidiaries, or any of the Affiliates or respective officers, directors, brokers, or agents of such Loan Party, Subsidiary, or Affiliate acting or benefiting in any capacity in connection with the Loan: (i) conducts any business or engages in making or receiving any contribution of goods, services, or money to or for the benefit of any Blocked Person; (ii) deals in, or otherwise engages in any transaction related to, any property or interests in property blocked pursuant to any Anti-terrorism Law; or (iii) engages in or conspires to engage in any transaction that evades or avoids, or has the purpose of evading or avoiding, or attempts to violate, any of the prohibitions set forth in any Anti-terrorism Law. ARTICLE VI AFFIRMATIVE COVENANTS So long as any Loan or any other amounts payable to the Lender hereunder or under any other Loan Document have not been paid in full, the Borrower shall, and shall cause its Subsidiaries to (except that, in the case of the covenants set forth in Section 6.01, Section 6.02, and Section 6.03, the Borrower shall furnish all applicable materials to the Lender): Section 6.01 Financial Statements. Furnish to the Lender: (a) As soon as available, but in any event within three hundred sixty five (365) days after the end of each Fiscal Year of Shanwick, a copy of the annual financial statements of the Borrower and its Subsidiaries for such year prepared in conformity with


 
32 GAAP, including a copy of the consolidated balance sheet of Shanwick and its Subsidiaries as at the end of such year and the related consolidated statements of income and of cash flows for such year, setting forth in each case in comparative form the figures for the previous year; certified by a Responsible Officer of Shanwick as being fairly stated in all material respects; (b) As soon as available, but in any event not later than forty five (45) days after the end of each quarter of each Fiscal Year of the Borrower, the unaudited consolidated balance sheet of the Borrower and its Subsidiaries as at the end of such quarter and the related unaudited consolidated statements of income and of cash flows prepared in conformity with GAAP for such quarter and the portion of the Fiscal Year through the end of such quarter, setting forth in each case in comparative form the figures for the previous year, certified by a Responsible Officer as being fairly stated in all material respects (subject to normal year-end audit adjustments); (c) As soon as available, but in any event not later than forty five (45) days after the end of each quarter of each Fiscal Year of WorldACD, the unaudited balance sheet of WorldACD, as at the end of such quarter and the related unaudited consolidated statements of income and of cash flows for such quarter and the portion of the Fiscal Year through the end of such quarter, setting forth in each case in comparative form the figures for the previous year, certified by a Responsible Officer as being fairly stated in all material respects (subject to normal year-end audit adjustments), such financial statements to be denominated in U.S. Dollars; (d) as soon as available, but in any event within one hundred fifty (150) days after the end of each Fiscal Year of Parent, a copy of the annual audit report of Parent and its Subsidiaries for such year including a copy of the audited consolidated balance sheet of Parent and its Subsidiaries as at the end of such year and the related audited consolidated statements of income and of cash flows for such year, setting forth in each case in comparative form the figures for the previous year, together with an opinion as to such audit report of Deloitte, LLP or other independent certified public accountants of nationally recognized standing which does not contain a “going concern” or similar qualification or exception, or qualification arising out of the scope of the audit, together with related consolidating financial statements; and (e) by not later than forty-five (45) days after the end of Borrower’s fiscal quarter ending March 31, commencing with the fiscal quarter ending March 31, 2026, a certificate signed by an officer of the Borrower, showing Borrower’s Liquidity as of the end of such fiscal quarter. All such financial statements shall be complete and correct in all material respects and shall be prepared in reasonable detail. Section 6.02 Certificates; Other Information. The Borrower shall furnish the following to the Lender:


 
33 (a) As soon as available, but in any event within sixty (60) days after the end of each fiscal year of Shanwick, forecasts prepared by the management of Shanwick, in form satisfactory to the Lender, of projected monthly combined and combining balance sheets, income statements, statements of cash flows, projected changes in financial position and a description of the underlying assumptions applicable thereto, and as soon as available, significant revisions, if any, of such forecast with respect to such fiscal year , which projections shall in each case be accompanied by a certificate of a Responsible Officer of the Borrower stating that such projections are based on reasonable estimates, information and assumptions and that such individual has no reason to believe that such projections are incorrect or misleading in any material respect (b) Promptly, and in any event within thirty (30) days thereafter, to the extent not previously disclosed to the Lender, a description of any change in the jurisdiction of organization of any Loan Party or of Parent; (c) Promptly after the same are sent, copies of all proxy statements, financial statements, and reports that any Loan Party sends to any of its securities holders, and copies of all reports and registration statements that any Loan Party files with the SEC or any national securities exchange; (d) Promptly after the same are sent, copies of any statement or report sent to any holder of debt securities of any Loan Party pursuant to the terms of any indenture, loan agreement, or similar agreement and not otherwise required to be furnished to the Lender pursuant to any other clause of this Section; (e) Promptly upon receipt of the same, copies of all notices, requests, and other documents received by any Loan Party under or pursuant to any Material Contract or instrument, indenture, or loan agreement regarding or related to any breach or default by any party thereto or any other event that would materially impair the value of the interests or the rights of any Loan Party or otherwise have a Material Adverse Effect, and such information and reports regarding Material Contracts and such instruments, indentures, and loan agreements as the Lender may reasonably request from time to time; (f) As soon as available, and in any event within thirty (30) days after the end of each Fiscal Year, a report summarizing the insurance coverage (specifying type, amount, and carrier) in effect for the Loan Parties and containing such additional information as the Lender may reasonably specify; (g) Promptly upon receipt of the same, copies of all notices, requests, and other documents received by Borrower under the Trust Agreement, including, without limitation, any notice of the occurrence of a TPS Event of Default or a notice of a redemption of any Trust Preferred Shares; and (h) Such other information respecting the business, condition (financial or otherwise), operations, performance, Property, or prospects of any Loan Party as the Lender may from time to time reasonably request.


 
34 Section 6.03 Notices. Promptly, and in any event within five (5) Business Days, give notice to the Lender of: (a) The occurrence of any Default or Event of Default; (b) Any (i) default or event of default under any Material Contract of any Loan Party or (ii) litigation, investigation, or proceeding that may exist at any time between any Loan Party and any Governmental Authority, that in either case, if not cured or if adversely determined, as the case may be, would reasonably be expected to have a Material Adverse Effect; (c) Any litigation or proceeding against any Loan Party (i) in which the amount involved is at least $100,000 and not covered in full by insurance, (ii) in which injunctive or similar relief is sought, or (iii) which relates to any Loan Document; (d) The following events, as soon as possible and in any event within thirty (30) days after the Borrower or any of its ERISA Affiliates knows or has reason to know thereof: (i) the occurrence of any Reportable Event with respect to any Plan, a failure to make any required contribution to a Plan, the creation of any Lien in favor of the PBGC or any Multiemployer Plan; or (ii) the institution of proceedings or the taking of any other action by the PBGC or the Borrower or any ERISA Affiliate or any Multiemployer Plan with respect to the withdrawal from, or the termination, Reorganization, or Insolvency of, any Plan; (e) The occurrence of any Environmental Action against or of any noncompliance by any Loan Party with any Environmental Law or relevant permit that would reasonably be expected to have a Material Adverse Effect; and (f) Any development or event that has had or would reasonably be expected to have a Material Adverse Effect. Each notice pursuant to this Section 6.03 shall be accompanied by a statement of a Responsible Officer of the Borrower setting forth details of the occurrence referred to therein and stating what action the relevant Loan Party proposes to take with respect thereto. Section 6.04 Maintenance of Existence; Compliance. (a) (i) Preserve, renew, and maintain in full force and effect its corporate or organizational existence and (ii) take all reasonable action to maintain all rights, privileges, and franchises necessary or desirable in the normal conduct of its business, except, in each case, as otherwise permitted under this Agreement and except, as in the case of clause (ii) above, to the extent that failure to do so would not reasonably be expected to have a Material Adverse Effect.


 
35 (b) Comply with all Contractual Obligations and Requirements of Law. Section 6.05 Performance of Material Contracts. Perform and observe all the terms and provisions of each Material Contract to be performed or observed by it, maintain each Material Contract in full force and effect, enforce each such Material Contract in accordance with its terms, take all such action to such end as may be from time to time requested by the Lender and, upon request of the Lender, make to each other party to each Material Contract such demands and requests for information and reports or for action as any Loan Party or any of its Subsidiaries is entitled to make under such Material Contract, except, in any case, where the failure to do so, either individually or in the aggregate, would not be reasonably likely to have Material Adverse Effect. Section 6.06 Maintenance of Property; Insurance. (a) Maintain and preserve all of its property useful and necessary in its business in good working order and condition, ordinary wear and tear excepted. (b) Maintain insurance with respect to its property and business (including without limitation, property and casualty insurance) with financially sound and reputable insurance companies that are not Affiliates of the Borrower, in such amounts and covering such risks as are usually insured against by similar companies engaged in the same or a similar business. Section 6.07 Inspection of Property; Books and Records; Discussions. (a) Keep proper books of records and accounts, in which full, true, and correct entries in all material respects and in any event in conformity with GAAP and all Requirements of Law shall be made of all dealings and transactions and assets in relation to its business and activities. (b) Permit the Lender to visit and inspect any of its Real Properties and examine and make abstracts from any of its books and records at any reasonable time and as often as may reasonably be desired and to discuss its business operations, properties, and financial and other condition with its officers and employees and its independent certified public accountants; provided, that, so long as no Event of Default has occurred and is continuing, such visits and inspections shall be conducted during normal business hours following prior written notice. Section 6.08 Environmental Laws. (a) Obtain, comply and maintain in all material respects, and ensure the same in all material respects by all tenants and subtenants, if any, with all applicable Environmental Laws, any and all licenses, approvals, notifications, registrations, or permits required by applicable Environmental Laws. (b) Conduct and complete all investigations, studies, sampling, and testing, and all remedial, removal, and other actions necessary to remove and clean up all Hazardous


 
36 Materials from any of its Real Properties required under Environmental Laws and promptly comply in all material respects with all lawful orders and directives of all Governmental Authorities regarding Environmental Laws. (c) At the reasonable request of the Lender from time to time, provide to the Lender within sixty (60) days after such request, at the expense of the Borrower, an environmental assessment report for any Loan Party's Real Properties described in such request, prepared by an environmental consulting firm reasonably acceptable to the Lender, indicating the presence or absence of Hazardous Materials and the estimated cost of any compliance, removal, or remedial action in connection with any Hazardous Materials on such Real Properties; without limiting the generality of the foregoing, if the Lender determines at any time that a material risk exists that any such report will not be provided within the time referred to above, the Lender may retain an environmental consulting firm to prepare such report at the expense of the Borrower, and the Borrower hereby grants and agrees to cause any of its Subsidiaries that owns any property described in such request to grant at the time of such request to the Lender, such firm, and any agents or representatives thereof an irrevocable non-exclusive license, subject to the rights of tenants, to enter onto their respective Real Properties to undertake such an assessment. Section 6.09 Use of Proceeds. Use the proceeds of the Loan to refinance existing Debt, and for general corporate purposes of the Borrower, in each case to the extent not prohibited under any Requirement of Law or the Loan Documents. Section 6.10 Additional Collateral, Etc. (a) With respect to any property acquired after the Closing Date by any Loan Party that is intended to be subject to a Lien created by any Loan Document, other than (x) property described in clause (b) or (c) below, (y) any property subject to a Lien expressly permitted by this Agreement and (z) property acquired by any Excluded Foreign Subsidiary as to which the Lender does not have a perfected Lien, promptly, and in any event within 30 (thirty) days of acquiring such property: (i) execute and deliver to the Lender such supplements or amendments to the Security Agreement or such other documents as the Lender deems necessary or advisable to grant to the Lender a security interest in such property; and (ii) take all actions necessary or advisable to grant to the Lender a perfected first priority security interest in such property, including the filing of UCC-1 financing statements in such jurisdictions as may be required by the Security Agreement or by law or as may be requested by the Lender. (b) With respect to any new Subsidiary (other than an Excluded Foreign Subsidiary) created or acquired after the Closing Date by any Loan Party (which, for the purposes of this clause (b), shall include any existing Subsidiary that ceases to be an Excluded Foreign Subsidiary), promptly, and in any event within thirty (30) days of the creation or acquisition of such Subsidiary:


 
37 (i) execute and deliver to the Lender such supplements or amendments to any Loan Document as the Lender deems necessary or advisable to grant to the Lender a perfected first priority security interest in the Equity Interests of such new Subsidiary that are owned by any Loan Party; (ii) deliver to the Lender the certificates representing such Equity Interests, together with undated stock powers, in blank, executed by a duly authorized officer of the relevant Loan Party; (iii) cause such new Subsidiary (A) to become a party to the Security Agreement and (B) to take all actions necessary or desirable to grant to the Lender a perfected first priority security interest in the Collateral described in the Security Agreement with respect to such new Subsidiary, including the filing of UCC-1 financing statements in such jurisdictions as may be required by the Security Agreement or by law or as may be requested by the Lender; (iv) deliver to the Lender a secretary's certificate of such Subsidiary, with charter documents, by-laws, and appropriate resolutions attached; and (v) deliver to the Lender legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, satisfactory to the Lender. Section 6.11 Liquidity. Borrower shall maintain Liquidity of not less than $400,000, measured as of the end of each fiscal year, commencing with the fiscal year ending March 31, 2026. Section 6.12 Market Value. Borrower shall maintain Pledged Market Value at all times that is not less than the outstanding principal amount of the Loan, measured as of the end of each calendar month, commencing with the month ending November 30, 2025. Section 6.13 Further Assurances. Promptly upon the request of the Lender: (a) Correct any material defect or error that may be discovered in any Loan Document or in the execution, acknowledgement, filing, or recordation thereof. (b) Do, execute, acknowledge, deliver, record, re-record, file, re-file, register and re-register any and all such further acts, deeds, conveyances, pledge agreements, mortgages, deeds of trust, trust deeds, assignments, financing statements and continuations thereof, termination statements, notices of assignments, transfers, certificates, assurances, and other instruments as the Lender may reasonably require from time to time in order to: (i) carry out more effectively the purposes of the Loan Documents; (ii) to the fullest extent permitted by applicable law, subject any Loan Party's properties, assets, rights, or interests to the Liens now or hereafter intended


 
38 to be covered by the Security Agreement, the TPS Pledge Agreement and the other Loan Documents; (iii) perfect and maintain the validity, effectiveness and priority of the Liens intended to be created under the Security Agreement, the TPS Pledge Agreement and the other Loan Documents; and (iv) assure, convey, grant, assign, transfer, preserve, protect, and confirm more effectively to the Lender, the rights granted or now or hereafter intended to be granted to the Lender under any Loan Document or under any other instruments executed in connection with any Loan Document to which any Loan Party is or is to be a party. ARTICLE VII NEGATIVE COVENANTS So long as any Loan or any other amounts payable to the Lender hereunder or under any other Loan Document have not been paid in full, the Borrower shall not, and shall not permit its Subsidiaries to: Section 7.01 Limitation on Debt. Create, incur, assume, permit to exist, or otherwise become liable with respect to any Debt, except: (a) Debt of any Loan Party existing or arising under this Agreement and any other Loan Document; (b) Debt of: (i) the Borrower owed to any Subsidiary; and (ii) any Loan Party owed to the Borrower or any other Subsidiary; provided that, in each case, the aggregate amount of such Debt shall not exceed $50,000; (c) Debt incurred to finance the acquisition, construction, or improvement of fixed or capital assets (including Capital Lease Obligations) secured by a Lien permitted under Section 7.02(g); provided that (i) such Debt is incurred simultaneously with such acquisition or the completion of such construction or improvement, (ii) such Debt when incurred shall not exceed the purchase price or the construction costs of the asset financed, and (iii) the aggregate principal amount of Debt permitted by this Section 7.01(c), shall not exceed $50,000 in the aggregate at any time outstanding; (d) Debt existing on the date hereof and listed on Schedule 7.1(d); (e) Debt of any Person that becomes a Subsidiary after the date hereof; provided that (i) such Debt exists at the time such Person becomes a Subsidiary and is not created in contemplation of, or in connection with, such Person becoming a Subsidiary and


 
39 (ii) the aggregate principal amount of Debt permitted by this Section 7.01(e) shall not exceed $100,000 at any time outstanding; (f) Guaranty Obligations incurred in the ordinary course of business by any Loan Party of obligations of any other Loan Party; (g) Debt in an amount not to exceed $5,000,000 owed by Shanwick to ING; and (h) Other Debt of the Borrower or any of its Subsidiaries in an aggregate principal amount not to exceed $50,000 at any time. Section 7.02 Limitation on Liens. Create, incur, assume, or permit to exist any Lien on any property or assets (including Equity Interests of any of its Subsidiaries) now owned or hereafter acquired by it or on any income or rights in respect of any thereof, except: (a) Liens created pursuant to or arising under any Loan Document; (b) Liens imposed by law for taxes, assessments, or governmental charges not yet due or which are being contested in good faith and by appropriate proceedings diligently conducted if adequate reserves with respect thereto are maintained in accordance with GAAP on the books of the applicable Person; (c) Carriers', warehousemen's, mechanics', materialmen's, repairmen's, and other similar Liens imposed by law, arising in the ordinary course of business, and securing obligations that are not overdue by more than thirty (30) days or that are being contested in good faith and by appropriate proceedings diligently conducted; (d) Pledges and deposits and other Liens (i) made in the ordinary course of business in compliance with workers' compensation, unemployment insurance, and other social security laws or regulations and (ii) securing liability for reimbursement or indemnification obligations of (including obligations in respect of letters of credit or bank guarantees for the benefit of) insurance carriers providing property, casualty, or liability insurance to the Borrower or another Loan Party; (e) Liens (including deposits) to secure the performance of bids, tenders, trade contracts, leases, statutory obligations, surety and appeal bonds, performance bonds, and other obligations of like nature, in each case in the ordinary course of business; (f) Easements, zoning restrictions, rights-of-way, minor defects or irregularities in title, and similar encumbrances on real property imposed by law or arising in the ordinary course of business which, in the aggregate, are not material in amount and which do not materially detract from the value of the affected property or interfere materially with the ordinary conduct of business of the Borrower or any of its Subsidiaries; (g) Liens on fixed or capital assets acquired, constructed, or improved by the Borrower or any other Loan Party after the date hereof; provided that (i) such security


 
40 interests secure Debt permitted by Section 7.01(c), (ii) such Liens and the Debt secured thereby are incurred simultaneously with such acquisition or the completion of such construction or improvement, (iii) such Liens shall not apply to any other property or assets of the Borrower or any other Loan Party, and (iv) the amount of Debt initially secured thereby is not more than 100% of the purchase price or construction or improvement cost of such fixed or capital asset; (h) To the extent such transactions create a Lien thereunder, liens in favor of lessors securing operating leases or sale and leaseback transactions, in each case to the extent such operating leases or sale and leaseback transactions are permitted under the terms of this Agreement; (i) Any Lien existing on any property or asset prior to the acquisition thereof by the Borrower or any other Loan Party or any Lien existing on any property or asset of any Person that becomes a Subsidiary of the Borrower or any other Loan Party at the time such Person becomes a Subsidiary of the Borrower or other Loan Party; provided that (i) such Lien is not created in contemplation of, or in connection with, such acquisition or such Person becoming a Subsidiary, as the case may be, (ii) such Lien shall apply to the same category, type, and scope of assets, and (iii) such Lien shall secure only those obligations which it secures on the date of such acquisition or the date such Person becomes a Subsidiary, as the case may be, and any refinancing, refunding, extension, renewal, or replacement thereof that does not increase the outstanding principal amount thereof plus any accrued interest, premium, fee, and reasonable and documented out-of-pocket expenses payable in connection with any such refinancing, refunding, extension, renewal, or replacement; (j) Judgment or other similar Liens in connection with legal proceedings in an aggregate principal amount up to $50,000 which, whether immediately or with the passage of time (i) do not give rise to an Event of Default under Section 8.01(h) and (ii) are being contested in good faith by appropriate proceedings diligently conducted; (k) Liens upon assets of the Borrower or any of its Subsidiaries subject to Capital Lease Obligations to the extent such Capital Lease Obligations are permitted by Section 7.01; provided that (i) such Liens only serve to secure the payment of Debt arising under such Capital Lease Obligation and (ii) the Lien encumbering the asset giving rise to the Capital Lease Obligation does not encumber any other asset of the Borrower or any of its Subsidiaries; (l) Liens arising from precautionary Uniform Commercial Code financing statement filings solely as a precautionary measure in connection with operating leases or consignment of goods; and (m) Any other Liens on property not otherwise permitted by this Section 7.02 so long as neither (i) the aggregate principal amount of the Debt and other obligations secured thereby nor (ii) the aggregate fair market value (determined as of the date such Lien is incurred) of the assets subject thereto exceeds $50,000 at any time outstanding.


 
41 Section 7.03 Mergers; Nature of Business. (a) Merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Event of Default shall have occurred and be continuing (i) any Subsidiary of the Borrower that is a Loan Party may merge into the Borrower in a transaction in which the Borrower is the surviving corporation, (ii) any Loan Party (other than the Borrower) may merge into any other Loan Party in a transaction in which the surviving entity is a Loan Party, and (iii) any Subsidiary that is not a Loan Party may liquidate or dissolve if the Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrower and is not materially disadvantageous to the Lender. (b) Engage in any business other than businesses of the type conducted by the Borrower and its Subsidiaries on the date hereof and businesses reasonably related thereto. Section 7.04 Limitation on Investments. Make any advance, loan, extension of credit (by way of guaranty or otherwise) or capital contribution to, or purchase, hold, or acquire any Equity Interests, bonds, notes, debentures, or other debt securities of, or any assets constituting a business unit of, or make any other investment in, any Person (all of the foregoing, “Investments”), except: (a) Investments in Cash Equivalents; (b) Guarantees permitted by Section 7.01; (c) Loans and advances to officers, directors, or employees of any Loan Party in the ordinary course of business (including for travel, entertainment, and relocation expenses in an aggregate amount not to exceed $50,000 at any time outstanding; (d) Intercompany Investments by any Loan Party of, in, or to another Loan Party in the Borrower or any Person that, prior to such Investment, is a Loan Party; (e) Investments by any Subsidiary of the Borrower that is not a Loan Party in any other Subsidiary of the Borrower that is not a Loan Party; (f) Extensions of trade credit in the ordinary course of business (including any instrument evidencing the same and any instrument, security, or other asset acquired through bona fide collection efforts with respect to the same); and (g) In addition to Investments otherwise expressly permitted by this Section 7.04, Investments by the Borrower or any other Loan Party in an aggregate amount (valued at cost) not to exceed $50,000 during the term of this Agreement. Section 7.05 Limitation on Dispositions. Dispose of any of its property, whether now owned or hereafter acquired, or issue or sell any Equity Interests to any Person, except:


 
42 (a) The sale or Disposition of machinery and equipment no longer used or useful in the business of any Loan Party; (b) The Disposition of obsolete or worn-out property in the ordinary course of business; (c) The sale of inventory and immaterial assets, in each case, in the ordinary course of business; (d) Dispositions resulting from any taking or condemnation of any Property of the Borrower or any Subsidiary by any Governmental Authority or any assets subject to a casualty; and (e) Dispositions of other property in any Fiscal Year of the Borrower, so long as such property, together with all other property Disposed of during such Fiscal Year, shall have a fair market value not exceeding $50,000. Section 7.06 Limitation on Sales and Leasebacks. Enter into any arrangement with any Person whereby such Loan Party shall sell or otherwise transfer any property owned by such Loan Party to (a) such Person and thereafter rent or lease such Property from such Person or (b) any other Person to whom funds have been or are to be advanced by such Person on the security of such Property or rental obligations of such Loan Party. Section 7.07 Limitation on Restricted Payments. Declare or pay any dividend on, or make any payment on account of, or set apart assets for a sinking or other analogous fund for, the purchase, redemption, defeasance, retirement, or other acquisition of, any Equity Interests of the Borrower or any of its Subsidiaries, whether now or hereafter outstanding, or make any other distribution in respect thereof, either directly or indirectly, whether in cash or property or in obligations of the Borrower or any of its Subsidiaries (collectively, “Restricted Payments”), except that: (a) A Subsidiary of the Borrower may make a Restricted Payment to the Borrower or any Loan Party and/or any other Persons owning Equity Interests in such Subsidiary, so long as such Restricted Payment is made to the Borrower, such Loan Party, and/or such other Persons ratably in accordance with their Equity Interests of the same class or series therein; (b) The Borrower may declare and pay dividends and make other distributions and payments with respect to its Equity Interests if payable solely in its Equity Interests; (c) The Borrower may purchase or otherwise acquire Equity Interests in any Subsidiary of the Borrower using additional shares of its Equity Interests; and (d) The Borrower may (i) make repurchases or redemptions of its Equity Interests (x) in connection with the exercise of stock options or restricted stock awards if such Equity Interests represent all or a portion of the exercise price thereof or (y) deemed to occur upon the withholding of a portion of such Equity Interests issued to directors,


 
43 officers, or employees of the Borrower or any Subsidiary under any stock option plan or other benefit plan or agreement for directors, officers, and employees of the Borrower and the Subsidiaries to cover withholding tax obligations of such Persons in respect of such issuance and (ii) make other Restricted Payments, not exceeding $50,000 in the aggregate for any Fiscal Year, pursuant to and in accordance with stock option plans or other benefit plans or agreements for directors, officers, and employees of the Borrower and the Subsidiaries. Section 7.08 Limitation on Prepayments of Debt and Amendments of Debt Instruments. (a) Make or offer to make any optional or voluntary payment or prepayment on or redemption, defeasance or purchase of any amounts (whether principal or interest) payable under any Debt which is contractually subordinated in right of payment to the obligations of the Loan Parties pursuant to the Loan Documents. (b) Amend, modify, waive, or otherwise change, or consent or agree to any amendment, modification, waiver, or other change to any of the terms of or any Debt that is contractually subordinated to the obligations of the Loan Parties pursuant to the Loan Documents, other than any amendment, modification, waiver, or other change which (i) would extend the maturity or reduce the amount of any payment of principal thereof or reduce the rate or extend any date for payment of interest thereon and (ii) does not involve the payment of a consent fee. Section 7.09 Limitation on Transactions With Affiliates. Enter into or be a party to any transaction including any purchase, sale, lease, or exchange of property, the rendering of any service or the payment of any management, advisory, or similar fees, with any Affiliate unless such transaction is: (a) Otherwise permitted by the terms of this Agreement; (b) In the ordinary course of business of the Borrower or the relevant Subsidiary, as the case may be; and (c) On fair and reasonable terms no less favorable to the Borrower or the relevant Subsidiary, as the case may be, than those that would have been obtained in a comparable transaction on an arm's length basis from an unrelated Person. Section 7.10 Limitation on Restrictive Agreements. Enter into or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Subsidiary of the Borrower to: (a) Make Restricted Payments in respect of any Equity Interests of such Subsidiary held by, or pay any Debt owed to, the Borrower or any other Subsidiary of the Borrower;


 
44 (b) Make loans or advances to, or Investments in, the Borrower or any other Subsidiary of the Borrower; and (c) Transfer any of its assets to the Borrower or any other Subsidiary of the Borrower, except for such encumbrances or restrictions (i) existing under the Loan Documents and (ii) with respect to a Subsidiary imposed pursuant to an agreement that has been entered into in connection with the Disposition of all or substantially all of the Equity Interests or assets of such Subsidiary. ARTICLE VIII EVENTS OF DEFAULT AND REMEDIES Section 8.01 Events of Default. Each of the following events or conditions shall constitute an “Event of Default” (whether it shall be voluntary or involuntary or come about or be affected by any Requirement of Law or otherwise): (a) the Borrower fails to pay (x) any principal of any Loan when due, whether at stated maturity, by acceleration, by notice of voluntary prepayment, by mandatory prepayment or otherwise or (y) any interest on any Loan, or any fee or other amount payable hereunder or under any other Loan Document when due and such failure remains unremedied for a period of five (5) days; (b) any representation, warranty, certification, or other statement of fact made or deemed made by or on behalf of any Loan Party herein or in any other Loan Document or any amendment or modification hereof or thereof or waiver hereunder or thereunder or in any certificate, document, report, financial statement, or other document furnished by or on behalf of any Loan Party under or in connection with this Agreement or any other Loan Document, proves to have been false or misleading in any material respect on or as of the date made or deemed made; (c) any Loan Party fails to perform or observe any covenant, term, condition, or agreement contained in Section 6.03, Section 6.04(a), Section 6.09, Section 6.10, Section 6.11 or Article 7; (d) any Loan Party fails to perform or observe any other covenant, term, condition, or agreement contained in this Agreement or any other Loan Document (other than as provided in subsections (a) through (c) of this Section 8.01) and such failure continues unremedied for a period of thirty (30) days after written notice to the Borrower from the Lender; (e) Any Loan Party: (i) fails to pay any principal or interest in respect of any Debt in excess of $50,000 (including any Guaranty Obligation, but excluding any Debt outstanding under this Agreement) when due and such failure continues after the


 
45 applicable grace period, if any, specified in the agreement or instrument relating to such Debt; or (ii) fails to perform or observe any other covenant, term, condition, or agreement relating to any such Debt or contained in any instrument or agreement evidencing or relating thereto, or any other event occurs or condition exists, the effect of which failure or other event or condition is to cause, or to permit the holder or beneficiary of such Debt (or a trustee or agent on behalf of such holder or beneficiary) to cause, with the giving of notice, if required, such Debt to become due prior to its stated maturity (or, in the case of any such Debt constituting a Guaranty Obligation, to become payable); or any such Debt is declared to be due and payable, or required to be prepaid or redeemed (other than by a regularly scheduled required prepayment or redemption or as a mandatory prepayment), purchased, or defeased, or an offer to prepay, redeem, purchase, or defease such Debt shall be required to be made, in each case prior to the stated maturity thereof; provided that, a default, event, or condition described in clause (i) or (ii) of this subsection (e) shall not at any time constitute an Event of Default unless, at such time, one or more defaults, events, or conditions of the type described in clauses (i) and (ii) of this subsection (e) has occurred and is continuing with respect to Debt the outstanding principal amount of which exceeds in the aggregate $50,000; (f) (i) Any Loan Party or Parent: (x) commences any case, proceeding, or other action under any existing or future Debtor Relief Law, seeking (A) to have an order for relief entered with respect to it, or (B) to adjudicate it as bankrupt or insolvent, or (C) reorganization, arrangement, adjustment, winding-up, liquidation, dissolution, composition or other relief with respect to it or its debts, or (D) appointment of a receiver, trustee, custodian, conservator, or other similar official for it or for all or any substantial part of its asset or (y) makes a general assignment for the benefit of its creditors; (ii) there is commenced against any Loan Party or Parent in a court of competent jurisdiction any case, proceeding, or other action of a nature referred to in clause (i) above which (x) results in the entry of an order for relief or any such adjudication or appointment or (y) remains undismissed, undischarged, unstayed, or unbonded for sixty (60) days; (iii) there is commenced against any Loan Party or Parent any case, proceeding, or other action seeking issuance of a warrant of attachment, execution, or similar process against all or any substantial part of its assets which results in the entry of an order for any such relief which has not been vacated, discharged, stayed, or bonded pending appeal within sixty (60) days from the entry thereof;


 
46 (iv) any Loan Party or Parent is generally not, or is unable to, or admits in writing its inability to, pay its debts as they become due; or (v) any Loan Party or Parent takes any action in furtherance of, or indicating its consent to, approval of, or acquiescence in, any of the acts set forth in clause (i), (ii), or (iii) above; (g) (i) any Person shall engage in any “prohibited transaction” (as defined in §406 of ERISA or §4975 of the Code) involving any Plan; (ii) any failure to satisfy the minimum funding standard (within the meaning of Sections §412 or §430 of the Code or §302 of ERISA) shall exist with respect to any Plan, or any Lien in favor of the PBGC or a Plan shall arise on the assets of the Borrower or any ERISA Affiliate; (iii) a Reportable Event shall occur with respect to, or proceedings shall commence to have a trustee appointed, or a trustee shall be appointed, to administer or to terminate, any Single Employer Plan, which Reportable Event or commencement of proceedings or appointment of trustee is, in the reasonable opinion of the Lender, likely to result in the termination of such Plan for purposes of Title IV of ERISA; (iv) any Single Employer Plan shall terminate for purposes of Title IV of ERISA; or (v) the Borrower or any ERISA Affiliate shall in the reasonable opinion of the Lender be likely to, incur any liability in connection with a withdrawal from, or the Insolvency or Reorganization of, a Multiemployer Plan; and in each case in clauses (i) through (v) above, such event or condition, together with all other such events or conditions, if any, would, in the Lender's sole judgment, reasonably be expected to have a Material Adverse Effect; (h) one or more judgments or decrees is entered against any Loan Party by a court of competent jurisdiction involving, in the aggregate, a liability (not paid or fully covered by insurance from an insurer that is rated at least “A” by A.M. Best Company as to which the relevant insurance company has been notified and has not denied coverage) in an amount in excess of $50,000 and all such judgments or decrees have not been vacated, discharged, stayed, or bonded pending appeal within thirty (30) days from the entry thereof; (i) the Security Agreement, the TPS Pledge Agreement or either Parent Pledge Agreement, ceases for any reason to be valid, binding and in full force and effect or any Lien created by such Loan Document ceases to be enforceable and of the same effect and priority purported to be created thereby, other than as expressly permitted hereunder or thereunder;


 
47 (j) (i) any provision of any Loan Document ceases for any reason to be valid, binding, and in full force and effect, other than as expressly permitted hereunder or thereunder; (ii) the Borrower, Parent or any other Loan Party contests in any manner the validity or enforceability of any provision of any Loan Document; or (iii) the Borrower, Parent or any other Loan Party denies that it has any or further liability or obligation under any provision of any Loan Document to which it is a party or purports to revoke, terminate, or rescind any provision of any such Loan Document; (k) any Change of Control occurs; (l) any TPS Event of Default occurs; and (m) there occurs an event of default under any Swap Indebtedness. Section 8.02 Remedies Upon Event of Default. If any Event of Default occurs and is continuing, then: (a) if such event is an Event of Default specified in subsection (f) above with respect to the Borrower, the Loan (with accrued interest thereon) and all other amounts owing under this Agreement and the other Loan Documents shall immediately become due and payable; (b) if such event is an Event of Default (other than an Event of Default under Section 8.01(f)), any or all of the following actions may be taken: (i) the Lender may, by notice to the Borrower, declare the Loan (with accrued interest thereon) and all other amounts owing under this Agreement and the other Loan Documents to be due and payable forthwith, whereupon the same shall immediately become due and payable; and (ii) the Lender may exercise all rights and remedies available to it under the Security Agreement, the TPS Pledge Agreement, the Parent Pledge Agreement, and any other Loan Document. Notwithstanding the foregoing, Obligations evidenced by Swap Transaction Documents shall be terminated only in accordance with the terms of the respective Swap Transaction Document. Section 8.03 Remedies Upon Event of Default. The Borrower acknowledges and agrees that an Event of Default shall also constitute an event of default under all Swap Transactions. In addition to Lender's rights set forth herein, upon the


 
48 occurrence of an Event of Default, the Lender has the right to demand payment of any Swap Indebtedness. Conversely, the Borrower acknowledges and agrees that an Event of Default under the Swap Indebtedness shall also constitute an Event of Default hereunder. Upon the occurrence of an Event of Default under the Swap Indebtedness, the Lender shall have the right to exercise all of its rights and remedies under the Loan Documents, including, without limitation, acceleration of the Term Note. ARTICLE IX MISCELLANEOUS Section 9.01 Notices. (a) Except in the case of notices and other communications expressly permitted to be given by telephone (or by e-mail as provided in paragraph (b) below), all notices and other communications provided for herein shall be made in writing and mailed by certified or registered mail, delivered by hand or overnight courier service, or sent by facsimile as follows: (i) If to the Borrower or any other Loan Party: Air T Acquisition 22.1, LLC 5000 West 36th Street, Suite 200 Minneapolis, Minnesota 55416 Attention: Chief Financial Officer With a copy to: Winthrop & Weinstine, P.A. 225 South Sixth Street Minneapolis, MN 55402-4629 Attention: Philip Colton, Esq. (ii) If to the Lender: Alerus Financial, National Association 2805 Dodd Rd. Ste 160 Eagan, MN 55121 Attention: Eric P. Gundersen, SVP With a copy to: Fabyanske, Westra, Hart & Thomson, P.A. 80 South Eighth Street, Suite 1900f Minneapolis, MN 55402 Attention: Frederick H. Ladner, Esq.


 
49 Notices mailed by certified or registered mail or sent by hand or overnight courier service shall be deemed to have been given when received. Notices sent by facsimile during the recipient's normal business hours shall be deemed to have been given when sent (and if sent after normal business hours shall be deemed to have been given at the opening of the recipient's business on the next Business Day). (b) Notices and other communications to the Lender hereunder may be delivered or furnished by electronic communications (including e-mail and internet or intranet websites) pursuant to procedures approved by the Lender. The Lender or the Borrower (on behalf of the Loan Parties) may, in its discretion, agree to accept notices and other communications to it hereunder by electronic communications pursuant to procedures approved by it; provided that, approval of such procedures may be limited to particular notices or communications. (c) Unless the Lender specifies otherwise: (i) notices and other communications sent by e-mail shall be deemed received upon the sender's receipt of an acknowledgment from the intended recipient (such as by the “return receipt requested” function, as available, return e- mail, or other written acknowledgment); and (ii) notices or communications posted to an Internet or intranet website shall be deemed received upon the deemed receipt by the intended recipient at its e-mail address as described in the foregoing clause (i) of notification that such notice or communication is available and identifying the website address therefor; provided that, if such notice, e-mail or other communication is not sent during the recipient's normal business hours, such notice, e-mail, or communication shall be deemed to have been sent at the recipient's opening of business on the next Business Day. (d) Either party hereto may change its address or facsimile number for notices and other communications hereunder by notice to the other party. Section 9.02 Amendments and Waivers. (a) No failure to exercise and no delay in exercising, on the part of the Lender, any right, remedy, power, or privilege hereunder or under the other Loan Documents shall operate as a waiver thereof, nor shall any single or partial exercise of any right, remedy, power, or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege. The rights, remedies, powers, and privileges herein provided are cumulative and not exclusive of any rights, remedies, powers, and privileges provided by law. No waiver of any provision of any Loan Document or consent to any departure by any Loan Party therefrom shall in any event be effective unless the same shall comply with paragraph (b) of this Section, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. Without limiting the generality of the foregoing, the making of a Loan shall not be


 
50 construed as a waiver of any Default, regardless of whether the Lender may have had notice or knowledge of such Default at the time. (b) Neither this Agreement nor any other Loan Document nor any provision hereof or thereof may be waived, amended, or modified except (i) in the case of this Agreement, pursuant to an agreement or agreements in writing entered into by the Borrower and the Lender or (ii) in the case of any other Loan Document, pursuant to an agreement or agreements in writing entered into by the Lender and the Loan Party or Loan Parties that are parties thereto. Section 9.03 Expenses; Indemnity; Damage Waiver. (a) The Borrower agrees to pay: (i) all reasonable out-of-pocket expenses incurred by the Lender and its Affiliates, including the reasonable fees, charges and disbursements of counsel for the Lender, in connection with the preparation, negotiation, execution, delivery, and administration of the Loan Documents and any amendments, waivers, or other modifications of the provisions of any Loan Document (whether or not the transactions contemplated by the Loan Documents are consummated); and (ii) all reasonable out-of-pocket expenses incurred by the Lender, including the fees, charges and disbursements of any counsel for the Lender in connection with the enforcement or protection of its rights (i) in connection with the Loan Documents, including its rights under this Section 9.03 or (ii) in connection with the Loan issued under this Agreement, including all such out-of- pocket expenses incurred in connection with any restructuring, workout, or negotiations in respect of the Loan Documents or the Loan. (b) The Borrower agrees to indemnify and hold harmless the Lender and each of its Related Parties (each, an “Indemnified Party”) from and against, any and all claims, damages, losses, liabilities, and related expenses (including the reasonable fees, charges, and expenses of any counsel for any Indemnified Party), incurred by any Indemnified Party or asserted against any Indemnified Party by any Person (including the Borrower or any other Loan Party) other than such Indemnified Party and its Related Parties arising out of, in connection with, or by reason of: (i) the execution or delivery of any Loan Document or any agreement or instrument contemplated in any Loan Document, the performance by the parties thereto of their respective obligations under any Loan Document, or the consummation of the transactions contemplated by the Loan Documents; (ii) any Loan or the actual or proposed use of the proceeds therefrom; (iii) any actual or alleged presence or release of Hazardous Materials on or from any property currently or formerly owned or operated by the Borrower or


 
51 any of its Subsidiaries, or any environmental liability related to the Borrower or any of its Subsidiaries in any way; or (iv) any actual or prospective claim, investigation, litigation or proceeding relating to any of the foregoing, whether based on contract, tort, or any other theory, whether brought by a third party or by the Borrower or any other Loan Party, and regardless of whether any Indemnified Party is a party thereto; provided that, such indemnity shall not be available to any Indemnified Party to the extent that such claims, damages, losses, liabilities, or related expenses (A) are determined by a court of competent jurisdiction by final and non-appealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnified Party or (B) result from a claim brought by the Borrower or any other Loan Party against any Indemnified Party for breach in bad faith of such Indemnified Party's obligations under any Loan Document, if a court of competent jurisdiction has rendered a final and non-appealable judgment in favor of the Borrower or such Loan Party on such claim. This Section 9.03 shall only apply to Taxes that represent losses, claims, damages, or similar charges arising from a non-Tax claim. (c) The Borrower agrees, to the fullest extent permitted by applicable law, not to assert, and hereby waives, any claim against any Indemnified Party, on any theory of liability, for special, indirect, consequential, or punitive damages (including, without limitation, any loss of profits or anticipated savings), as opposed to actual or direct damages, resulting from this Agreement or any other Loan Document or arising out of such Indemnified Party's activities in connection herewith or therewith (whether before or after the Closing Date). (d) All amounts due under Section 9.03 shall be payable promptly after demand is made for payment by the Lender. (e) The Borrower agrees that neither it nor any of its Subsidiaries will settle, compromise, or consent to the entry of any judgment in any pending or threatened claim, action, or proceeding in respect of which indemnification or contribution could be sought under Section 9.03 (whether or not any Indemnified Party is an actual or potential party to such claim, action, or proceeding) without the prior written consent of the applicable Indemnified Party, unless such settlement, compromise, or consent includes an unconditional release of such Indemnified Party from all liability arising out of such claim, action, or proceeding. Section 9.04 Successors and Assigns. (a) The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby, except that the Borrower may not assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of the Lender (and any attempted assignment or transfer by the Borrower without such consent shall be null and void).


 
52 Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby and, to the extent expressly contemplated hereby, the Related Parties of the Lender) any legal or equitable right, remedy, or claim under or by reason of this Agreement. (b) The Lender may, at any time, without the consent of the Borrower, assign to one or more Eligible Assignees (as defined below) all or a portion of its rights and obligations under this Agreement. For purposes of this Agreement, “Eligible Assignee” means any Person other than a natural Person that is (i) an Affiliate of the Lender, (ii) a commercial bank, insurance company, investment or mutual fund, or other Person that is an “accredited investor” (as defined in Regulation D under the Securities Act), or (iii) a corporate entity that possesses financial sophistication and standing similar to that of the Lender. Subject to notification of an assignment, the assignee shall be a party hereto and, to the extent of the interest assigned, have the rights and obligations of the Lender under this Agreement, and the Lender shall, to the extent of the interest assigned, be released from its obligations under this Agreement (and, in the case of an assignment covering all of the Lender's rights and obligations under this Agreement, the Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Section 3.01, Section 3.02, and Section 9.03). The Borrower hereby agrees to execute any amendment and/or any other document that may be necessary to effectuate such an assignment, including an amendment to this Agreement to provide for multiple lenders and an administrative agent to act on behalf of such lenders. Any assignment or transfer by the Lender of rights or obligations under this Agreement that does not comply with this paragraph shall be treated for purposes of this Agreement as a sale by the Lender of a participation in such rights and obligations in accordance with paragraph (c) of this Section. (c) The Lender may, at any time, without the consent of the Borrower, sell participations to one or more banks or other entities (each, a “Participant”) in all or a portion of the Lender's rights and obligations under this Agreement (including all or a the Loan owing to it); provided that (i) the Lender's obligations under this Agreement shall remain unchanged, (ii) the Lender shall remain solely responsible to the other parties hereto for the performance of such obligations, and (iii) the Borrower shall continue to deal solely and directly with the Lender in connection with the Lender's rights and obligations under this Agreement. The Borrower agrees that each Participant shall be entitled to the benefits of Section 3.01 and Section 3.02 to the same extent as if it were the Lender and had acquired its interest by assignment pursuant to paragraph (b) of this Section; provided that, such Participant (A) agrees to be subject to the provisions of Section 3.01 and Section 2.05 as if it were an assignee under paragraph (b) of this Section and (B) shall not be entitled to receive any greater payment under Section 3.01 or Section 3.02, with respect to any participation, than the Lender would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from a Change in Law that occurs after the Participant acquired the applicable participation. The Lender shall, acting solely for this purpose as an agent of the Borrower, maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant's interest in the Loans or other obligations under the Loan Documents (the “Participant Register”); provided that, the Lender shall have no obligation to disclose all


 
53 or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant's interest in the Loan, or other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that the Loan, or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and the Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. (d) To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 9.08 as though it were the Lender, as long as such Participant agrees to be subject to Section 2.05 as though it were the Lender. Section 9.05 Survival. All covenants, agreements, representations, and warranties made by the Loan Parties in the Loan Documents and in the certificates or other instruments delivered in connection with or pursuant to this Agreement or any other Loan Document shall be considered to have been relied upon by the other parties hereto and shall survive the execution and delivery of the Loan Documents and the making of the Loan, regardless of any investigation made by any such other party or on its behalf and notwithstanding that the Lender may have notice or knowledge of any Event of Default or incorrect representation or warranty at the time any credit is extended hereunder, and shall continue in full force and effect as long as the principal of, or any accrued interest on, any Loan or any fee or any other amount payable under this Agreement is outstanding and unpaid. The provisions of Section 3.01, Section 3.02, and ARTICLE IX shall survive and remain in full force and effect regardless of the consummation of the transactions contemplated hereby, the repayment of the Loans, or the termination of this Agreement or any provision hereof. Section 9.06 Counterparts; Integration; Effectiveness. (a) This Agreement and any amendments, waivers, consents, or supplements hereto may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. This Agreement, the other Loan Documents, and any separate letter agreements with respect to fees payable to the Lender constitute the entire contract among the parties with respect to the subject matter hereof and supersede all previous agreements and understandings, oral or written, with respect to the subject matter hereof. Except as provided in Section 4.01, this Agreement shall become effective when it shall have been executed by the Lender and when the Lender shall have received a counterpart hereof executed by the Borrower. Delivery of an executed counterpart of a signature page to this Agreement by facsimile or in electronic (“pdf” or “tif”) format shall be effective as delivery of a manually executed counterpart of this Agreement. (b) The words “execution,” “signed,” “signature,” and words of similar import in any Loan Document shall be deemed to include electronic or digital signatures or electronic records, each of which shall be of the same effect, validity, and enforceability as manually executed signatures or a paper-based recordkeeping system, as the case may be, to the extent and as provided for under applicable law, including the Electronic Signatures


 
54 in Global and National Commerce Act of 2000 (15 USC § 7001 et seq.), the Uniform Electronic Transactions Act (UETA), or any state law based on the UETA, including the New York Electronic Signatures and Records Act (N.Y. Tech. §§ 301 to 309), provided that notwithstanding anything contained herein to the contrary, the Lender is under no obligation to agree to accept electronic signatures in any form or in any format unless expressly agreed to by the Lender pursuant to procedures approved by it; and provided, further, the Lender reserves the right to require, at any time and at its sole discretion, the delivery of manually executed counterpart signature pages to this Agreement or any other Loan Document, and the Borrower agrees to promptly deliver such manually executed counterpart signature pages. Section 9.07 Severability. If any term or provision of any Loan Document is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision thereof or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon such determination that any term or other provision is invalid, illegal, or unenforceable, the parties hereto shall negotiate in good faith to modify the applicable Loan Document so as to effect the original intent of the parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible. Section 9.08 Right of Setoff. If an Event of Default shall have occurred and be continuing, the Lender and each of its Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by law, and without prior notice to the Borrower, any such notice being expressly waived by the Borrower, to set off and appropriate 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 the Lender or Affiliate to or for the credit or the account of the Borrower against any and all of the obligations of the Borrower now or hereafter existing under the Loan Documents to the Lender or its Affiliates, whether direct or indirect, absolute or contingent, matured or unmatured, and irrespective of whether or not the Lender or any Affiliate shall have made any demand under the Loan Documents and although such obligations of such Loan Party are owed to a branch, office, or Affiliate of the Lender different from the branch, office, or Affiliate holding such deposit or obligated on such indebtedness. The Lender agrees to notify the Borrower promptly after any such set off and appropriation and application; provided that the failure to give such notice shall not affect the validity of such set off and appropriation and application. Section 9.09 Governing Law; Jurisdiction; Consent to Service of Process. (a) This Agreement and the other Loan Documents 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 Agreement or any other Loan Document (except, as to any other Loan Document, as expressly set forth therein) and the transactions contemplated hereby and thereby shall be governed by, and construed in accordance with, the laws of the State of Minnesota, without regard to conflicts of laws principles.


 
55 (b) Each Loan Party irrevocably and unconditionally agrees that it will not commence any action, litigation or proceeding of any kind whatsoever, whether in law or equity, or whether in contract or tort or otherwise, against the Lender or any of its Related Parties in any way relating to this Agreement or any other Loan Document or the transactions contemplated hereby or thereby, in any forum other than the courts of the State of Minnesota sitting in Hennepin County, and of the United States District Court of the District of Minnesota, and any appellate court from any thereof, and each of the parties hereto irrevocably and unconditionally submits to the exclusive jurisdiction of such courts and agrees that any such action, litigation, or proceeding may be brought in any such Minnesota State court or, to the fullest extent permitted by applicable law, in such federal court. Each of the parties hereto agrees that a final judgment in any such action, litigation, 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 herein or in any other Loan Document shall affect any right that the Lender may otherwise have to bring any action or proceeding relating to this Agreement or any other Loan Document against any Loan Party or its properties in the courts of any jurisdiction. (c) Each Loan Party irrevocably and unconditionally waives, to the fullest extent permitted by applicable law, any objection that it may now or hereafter have to the laying of venue of any action or proceeding arising out of or relating to this Agreement or any other Loan Document in any such court referred to in subsection (b) of this Section. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by applicable law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. (d) Each Loan Party irrevocably consents to the service of process in the manner provided for notices in Section 9.01 and agrees that nothing herein will affect the right of any party hereto to serve process in any other manner permitted by applicable law. Section 9.10 Waiver of Jury Trial. EACH PARTY HERETO HEREBY IRREVOCABLY 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 RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY WHETHER BASED ON CONTRACT, TORT, OR ANY OTHER THEORY. EACH PARTY HERETO (A) CERTIFIES THAT NO AGENT, ATTORNEY, REPRESENTATIVE, OR ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT SEEK TO ENFORCE THE FOREGOING WAIVER IN THE EVENT OF LITIGATION AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION. Section 9.11 Headings. The headings in this Agreement are for reference only and shall not affect the interpretation of this Agreement.


 
56 Section 9.12 Confidentiality. (a) The Lender agrees to maintain the confidentiality of all non-public information received from the Borrower or any other Loan Party relating to the Borrower or its Subsidiaries or their respective businesses; provided that, in the case of information received from the Borrower or any Loan Party after the date hereof, such information is clearly identified at the time of delivery as being confidential information (the “Information”), except that Information may be disclosed: (i) to its Affiliates and its Related Parties (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential); (ii) to the extent required or requested by any regulatory authority purporting to have jurisdiction over such Person or its Related Parties (including any self-regulatory authority); (iii) to the extent required by any Requirement of Law or regulations or by any subpoena, court order, or similar legal process; (iv) in connection with the exercise of any remedies hereunder or under any other Loan Document or any suit, action, or proceeding relating to this Agreement or any other Loan Document or the enforcement of its rights hereunder or thereunder; (v) to (x) any actual or potential assignee, transferee, or participant in connection with the assignment or transfer by the Lender of the Loan or any participations therein or (y) any actual or prospective party (or its Related Parties) to any swap, derivative, or other transaction under which payments are to be made by reference to the Borrower or any other Loan Party or any Subsidiary or any of their respective obligations, this Agreement or payments hereunder; provided that, any such potential assignee, transferee, participant, swap counterparty, or advisor is advised of, and agrees to be bound by, the provisions of this Section; (vi) with the consent of the Borrower; or (vii) to the extent such Information (x) becomes publicly available other than as a result of a breach of this Section, or (y) is available to the Lender on a non-confidential basis prior to disclosure by the Borrower or any of its Subsidiaries, or (z) becomes available to the Lender or any of its Affiliates on a non-confidential basis from a source other than the Borrower or any other Loan Party. (b) Any Person required to maintain the confidentiality of Information as provided in this Section shall be considered to have complied with its obligation to do so if such Person has exercised the same degree of care to maintain the confidentiality of such Information as such Person would accord to its own confidential information.


 
57 Section 9.13 USA PATRIOT Act and Anti-Corruption Information. The Lender hereby notifies each Loan Party that pursuant to the requirements of the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (Title III of Pub. L. 107-56, signed into law November 26, 2001) (the “PATRIOT Act”) and 31 C.F.R. § 1010.230 (the “Beneficial Ownership Regulation”), it is required to obtain, verify, and record information that identifies each Loan Party, which information includes the name and address of each Loan Party and other information that will allow the Lender to identify such Loan Party in accordance with the PATRIOT Act and the Beneficial Ownership Regulation, and the Borrower agrees to provide, or cause the other Loan Parties to provide, such information from time to time to the Lender. [SIGNATURE PAGE FOLLOWS]


 
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the date first written above by their respective officers thereunto duly authorized. AIR T ACQUISITION 22.1, LLC, a Minnesota limited liability company By Name: Tracy Kennedy Title: Manager ALERUS FINANCIAL, NATIONAL ASSOCIATION, a national banking association By Name: Eric P. Gundersen Title: Senior Vice President [Loan Agreement Signature Page]


 
59


 
EX-10.3 4 a103tpspledgeagreement-7.htm EX-10.3 a103tpspledgeagreement-7
Error! Unknown document property name. TPS PLEDGE AGREEMENT This TPS PLEDGE AGREEMENT, dated as of November 24, 2025 (as amended, supplemented, or otherwise modified from time to time in accordance with the provisions hereof, this “Agreement”), made by Air T Acquisition 22.1, LLC, a Minnesota limited liability company (the “Pledgor”), in favor of Alerus Financial, National Association, a national banking association (the “Secured Party”). WHEREAS, on the date hereof, the Secured Party has agreed to make a loan to the Pledgor in an unpaid principal amount not exceeding Six Million Dollars ($6,000,000) (the “Loan”), pursuant to the terms of that certain Loan Agreement of even date herewith (as amended, supplemented, or otherwise modified from time to time, the “Loan Agreement”) made by the Pledgor and payable to the order of the Secured Party. Capitalized terms used but not otherwise defined herein shall have the meanings assigned to such terms in the Loan Agreement; WHEREAS, this Agreement is given by the Pledgor in favor of the Secured Party to secure the payment and performance of all of the Secured Obligations (hereinafter defined); and WHEREAS, it is a condition to the obligations of the Secured Party to make the Loan under the Loan Agreement that the Pledgor execute and deliver this Agreement. NOW, THEREFORE, in consideration of the mutual covenants, terms, and conditions set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows: 1. Definitions. (a) Unless otherwise specified herein, all references to Sections and Schedules herein are to Sections and Schedules of this Agreement. (b) Unless otherwise defined herein, terms used herein that are defined in the UCC shall have the meanings assigned to them in the UCC. However, if a term is defined in Article 9 of the UCC differently than in another Article of the UCC, the term has the meaning specified in Article 9. (c) For purposes of this Agreement, the following terms shall have the following meanings: “Collateral” has the meaning set forth in Section 2. “Event of Default” has the meaning set forth in the Loan Agreement. “Pledged Shares” means the shares of stock described in Schedule 1 hereto and issued by the issuers named therein, and the certificates, instruments, and agreements representing the Pledged Shares and includes any securities or other interests, howsoever evidenced or denominated, received by the Pledgor in exchange for or as a dividend or distribution on or otherwise received in respect of the Pledged Shares.


 
“Proceeds” means “proceeds” as such term is defined in Section 9-102 of the UCC and, in any event, shall include, without limitation, all dividends or other income from the Pledged Shares, collections thereon, or distributions with respect thereto. “Secured Obligations” has the meaning set forth in Section 3. “UCC” means the Uniform Commercial Code as in effect from time to time in the State of Minnesota or, when the laws of any other state govern the method or manner of the perfection or enforcement of any security interest in any of the Collateral, the Uniform Commercial Code as in effect from time to time in such state. 2. Pledge. The Pledgor hereby pledges, assigns, and grants to the Secured Party, and hereby creates a continuing first priority lien and security interest in favor of the Secured Party in and to all of its right, title, and interest in and to the following, wherever located, whether now existing or hereafter from time to time arising or acquired (collectively, the “Collateral”): (a) the Pledged Shares; and (b) all Proceeds and products of the foregoing, all books and records relating to the foregoing, all supporting obligations related thereto, and all accessions to, substitutions, and replacements for, and profits and products of, each of the foregoing, and any and all Proceeds of any insurance, indemnity, warranty, or guaranty payable to the Pledgor from time to time with respect to any of the foregoing. 3. Secured Obligations. The Collateral secures the due and prompt payment and performance of: (a) the obligations of the Pledgor from time to time arising under the Loan Agreement, this Agreement or otherwise with respect to the due and prompt payment of (i) the principal of and premium, if any, and interest on the Loan (including interest accruing during the pendency of any bankruptcy, insolvency, receivership, or other similar proceeding, regardless of whether allowed or allowable in such proceeding), when and as due, whether at maturity, by acceleration, upon one or more dates set for prepayment, or otherwise and (ii) all other monetary obligations, including fees, costs, attorneys' fees and disbursements, reimbursement obligations, contract causes of action, expenses, and indemnities, whether primary or secondary, direct or indirect, absolute or contingent, due or to become due, now existing or hereafter arising, fixed ,or otherwise (including monetary obligations incurred during the pendency of any bankruptcy, insolvency, receivership, or other similar proceeding, regardless of whether allowed or allowable in such proceeding), of the Pledgor under or in respect of the Loan Agreement and this Agreement; and (b) all other covenants, duties, debts, obligations, and liabilities of any kind of the Pledgor under or in respect of the Loan Agreement, this Agreement, or any other document made, delivered, or given in connection with any of the foregoing, in each case whether evidenced by a note or other writing, whether allowed in any bankruptcy, insolvency, receivership, or other similar proceeding, whether arising from an extension of credit, issuance of a letter of credit, acceptance, loan, guaranty, indemnification, or


 
otherwise, and whether primary or secondary, direct or indirect, absolute or contingent, due or to become due, now existing or hereafter arising, fixed, or otherwise (all such obligations, covenants, duties, debts, liabilities, sums, and expenses set forth in Section 3 being herein collectively called the “Secured Obligations”). 4. Perfection of Pledge. (a) The Pledgor shall, from time to time, as may be required by the Secured Party with respect to all Collateral, immediately take all actions as may be requested by the Secured Party to perfect the security interest of the Secured Party in the Collateral, including, without limitation, with respect to all Collateral over which control may be obtained within the meaning of Section 8-106 of the UCC, the Pledgor shall immediately take all actions as may be requested from time to time by the Secured Party so that control of such Collateral is obtained and at all times held by the Secured Party. All of the foregoing shall be at the sole cost and expense of the Pledgor. (b) The Pledgor hereby irrevocably authorizes the Secured Party at any time and from time to time to file in any relevant jurisdiction any financing statements and amendments thereto that contain the information required by Article 9 of the UCC of each applicable jurisdiction for the filing of any financing statement or amendment relating to the Collateral, without the signature of the Pledgor where permitted by law. The Pledgor agrees to provide all information required by the Secured Party pursuant to this Section promptly to the Secured Party upon request. 5. Representations and Warranties. The Pledgor represents and warrants as follows: (a) The Pledged Shares have been duly authorized and validly issued, and are fully paid and non-assessable and subject to no options to purchase or similar rights. All information set forth in Schedule 1 relating to the Pledged Shares is accurate and complete. (b) At the time the Collateral becomes subject to the lien and security interest created by this Agreement, the Pledgor will be the sole, direct, legal, and beneficial owner thereof, free and clear of any lien, security interest, encumbrance, claim, option, or right of others except for the security interest created by this Agreement. (c) The pledge of the Collateral pursuant to this Agreement creates a valid and perfected first priority security interest in the Collateral, securing the payment and performance when due of the Secured Obligations. (d) It has full power, authority, and legal right to borrow the Loan and pledge the Collateral pursuant to this Agreement. (e) Each of this Agreement and the Loan Agreement has been duly authorized, executed, and delivered by the Pledgor and constitutes a legal, valid, and binding obligation of the Pledgor enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, or other similar laws affecting creditors' rights generally and subject to equitable principles (regardless of whether enforcement is sought in equity or at law).


 
(f) No authorization, approval, or other action by, and no notice to or filing with, any governmental authority, regulatory body, or any other entity is required for the borrowing of the Loan and the pledge by the Pledgor of the Collateral pursuant to this Agreement or for the execution and delivery of the Loan Agreement and this Agreement by the Pledgor or the performance by the Pledgor of its obligations thereunder. (g) The execution and delivery of the Loan Agreement and this Agreement by the Pledgor and the performance by the Pledgor of its obligations thereunder, will not violate any provision of any applicable law or regulation or any order, judgment, writ, award, or decree of any court, arbitrator, or governmental authority, domestic or foreign, applicable to the Pledgor or any of its property, or the organizational or governing documents of the Pledgor or any agreement or instrument to which the Pledgor is party or by which it or its property is bound. (h) The Pledgor has taken all action required on its part for control (as defined in Section 8-106 of the UCC) to have been obtained by the Secured Party over all Collateral with respect to which such control may be obtained pursuant to the UCC. No person other than the Secured Party has control or possession of all or any part of the Collateral. 6. Dividends and Voting Rights. The Secured Party agrees that unless an Event of Default shall have occurred and be continuing, the Pledgor may (a) to the extent the Pledgor has such right as a holder of the Pledged Shares, vote and give consents, ratifications, and waivers with respect thereto, except to the extent that any such vote, consent, ratification, or waiver could detract from the value thereof as Collateral or could be inconsistent with or result in any violation of any provision of the Loan Agreement or this Agreement; and (b) receive and retain cash dividends and other distributions with respect to the Pledged Shares. 7. Further Assurances. (a) The Pledgor shall, at its own cost and expense, defend title to the Collateral and the first priority lien and security interest of the Secured Party therein against the claim of any person claiming against or through the Pledgor and shall maintain and preserve such perfected first priority security interest for so long as this Agreement shall remain in effect. (b) The Pledgor agrees that at any time and from time to time, at the expense of the Pledgor, the Pledgor will promptly execute and deliver all further instruments and documents, obtain such agreements from third parties, and take all further action, that may be necessary or desirable, or that the Secured Party may reasonably request, in order to create and/or maintain the validity, perfection, or priority of and protect any security interest granted or purported to be granted hereby or to enable the Secured Party to exercise and enforce its rights and remedies hereunder or under any other agreement with respect to any Collateral.


 
(c) The Pledgor will not, without providing at least thirty (30) days' prior written notice to the Secured Party, change its legal name, identity, type of organization, jurisdiction of organization, corporate structure, location of its chief executive office or its principal place of business, its Federal Taxpayer Identification Number or its organizational identification number. The Pledgor will, prior to any change described in the preceding sentence, take all actions requested by the Secured Party to maintain the perfection and priority of the Secured Party's security interest in the Collateral. 8. Transfers and Other Liens. The Pledgor agrees that it will not sell, offer to sell, dispose of, convey, assign, or otherwise transfer, grant any option with respect to, restrict, or grant, create, permit, or suffer to exist any mortgage, pledge, lien, security interest, option, right of first offer, encumbrance, or other restriction or limitation of any nature whatsoever on, any of the Collateral or any interest therein except as expressly provided for herein or with the prior written consent of the Secured Party. 9. Secured Party Appointed Attorney-in-Fact. The Pledgor hereby appoints the Secured Party the Pledgor's attorney-in-fact, with full authority in the place and stead of the Pledgor and in the name of the Pledgor or otherwise, from time to time during the continuance of an Event of Default in the Secured Party's discretion to take any action and to execute any instrument which the Secured Party may deem necessary or advisable to accomplish the purposes of this Agreement, including, without limitation, to receive, endorse, and collect all instruments made payable to the Pledgor representing any dividend, interest payment, or other distribution in respect of the Collateral or any part thereof and to give full discharge for the same (but the Secured Party shall not be obligated to and shall have no liability to the Pledgor or any third party for failure to do so or take action). Such appointment, being coupled with an interest, shall be irrevocable. The Pledgor hereby ratifies all that said attorneys shall lawfully do or cause to be done by virtue hereof. 10. Secured Party May Perform. If the Pledgor fails to perform any obligation contained in this Agreement, or if any representation or warranty on the part of the Pledgor contained herein shall be breached, the Secured Party may itself perform, or cause performance of, such obligation, or remedy such breach, and the expenses of the Secured Party incurred in connection therewith shall be payable by the Pledgor; provided that the Secured Party shall not be required to perform or discharge any obligation of the Pledgor. Neither the provisions of this Section 10 nor any action taken by the Secured Party pursuant to the provisions of this Section 10 shall prevent any such failure to observe any covenant contained in this Agreement or any breach of representation or warranty from constituting an Event of Default. 11. Reasonable Care. The Secured Party shall have no duty with respect to the care and preservation of the Collateral beyond the exercise of reasonable care. The Secured Party shall be deemed to have exercised reasonable care in the custody and preservation of the Collateral in its possession if the Collateral is accorded treatment substantially equal to that which the Secured Party accords its own property, it being understood that the Secured Party shall not have any responsibility for (a) ascertaining or taking action with respect to calls, conversions, exchanges, maturities, tenders, or other matters relative to any Collateral, whether or not the Secured Party has or is deemed to have knowledge of such matters, or (b) taking any necessary steps to preserve rights against any parties with respect to any Collateral. Nothing set forth in this Agreement, nor


 
the exercise by the Secured Party of any of the rights and remedies hereunder, shall relieve the Pledgor from the performance of any obligation on the Pledgor's part to be performed or observed in respect of any of the Collateral. 12. Remedies Upon Default. (a) If any Event of Default shall have occurred and be continuing, the Secured Party may, without any other notice to or demand upon the Pledgor, assert all rights and remedies of a secured party under the UCC or other applicable law, including, without limitation, the right to take possession of, hold, collect, sell, lease, deliver, grant options to purchase or otherwise retain, liquidate, or dispose of all or any portion of the Collateral. If notice prior to disposition of the Collateral or any portion thereof is necessary under applicable law, written notice mailed to the Pledgor at its notice address as provided in Section 16 ten (10) days prior to the date of such disposition shall constitute reasonable notice, but notice given in any other reasonable manner shall be sufficient. So long as the sale of the Collateral is made in a commercially reasonable manner, the Secured Party may sell such Collateral on such terms and to such purchaser(s) as the Secured Party in its absolute discretion may choose, without assuming any credit risk and without any obligation to advertise or give notice of any kind other than that necessary under applicable law. Without precluding any other methods of sale, the sale of the Collateral or any portion thereof shall have been made in a commercially reasonable manner if conducted in conformity with reasonable commercial practices of creditors disposing of similar property. At any sale of the Collateral, if permitted by applicable law, the Secured Party may be the purchaser, licensee, assignee or recipient of the Collateral or any part thereof and shall be entitled, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold, assigned, or licensed at such sale, to use and apply any of the Secured Obligations as a credit on account of the purchase price of the Collateral or any part thereof payable at such sale. To the extent permitted by applicable law, the Pledgor waives all claims, damages, and demands it may acquire against the Secured Party arising out of the exercise by it of any rights hereunder. The Pledgor hereby waives and releases to the fullest extent permitted by law any right or equity of redemption with respect to the Collateral, whether before or after sale hereunder, and all rights, if any, of marshalling the Collateral and any other security for the Secured Obligations or otherwise. At any such sale, unless prohibited by applicable law, the Secured Party or any custodian may bid for and purchase all or any part of the Collateral so sold free from any such right or equity of redemption. Neither the Secured Party nor any custodian shall be liable for failure to collect or realize upon any or all of the Collateral or for any delay in so doing, nor shall it be under any obligation to take any action whatsoever with regard thereto. The Pledgor agrees that it would not be commercially unreasonable for the Secured Party to dispose of the Collateral or any portion thereof by utilizing internet sites that provide for the auction of assets of the type included in the Collateral or that have the reasonable capability of doing so, or that match buyers and sellers of assets. The Secured Party shall not be obligated to clean-up or otherwise prepare the Collateral for sale. (b) If any Event of Default shall have occurred and be continuing, all rights of the Pledgor to (i) exercise the voting and other consensual rights it would otherwise be


 
entitled to exercise pursuant to Section 6(a) and (ii) receive the dividends and other distributions which it would otherwise be entitled to receive and retain pursuant to Section 6(b), shall immediately cease, and all such rights shall thereupon become vested in the Secured Party, which shall have the sole right to exercise such voting and other consensual rights and receive and hold such dividends and other distributions as Collateral. (c) If any Event of Default shall have occurred and be continuing, any cash held by the Secured Party as Collateral and all cash Proceeds received by the Secured Party in respect of any sale of, collection from, or other realization upon all or any part of the Collateral shall be applied in whole or in part by the Secured Party to the payment of expenses incurred by the Secured Party in connection with the foregoing or incidental to the care or safekeeping of any of the Collateral or in any way relating to the Collateral or the rights of the Secured Party hereunder, including reasonable attorneys' fees, and the balance of such proceeds shall be applied or set off against all or any part of the Secured Obligations in such order as the Secured Party shall elect. Any surplus of such cash or cash Proceeds held by the Secured Party and remaining after payment in full of all the Secured Obligations shall be paid over to the Pledgor or to whomsoever may be lawfully entitled to receive such surplus. The Pledgor shall remain liable for any deficiency if such cash and the cash Proceeds of any sale or other realization of the Collateral are insufficient to pay the Secured Obligations and the fees and other charges of any attorneys employed by the Secured Party to collect such deficiency. (d) If the Secured Party shall determine to exercise its rights to sell all or any of the Collateral pursuant to this Section, the Pledgor agrees that, upon request of the Secured Party, the Pledgor will, at its own expense, do or cause to be done all such acts and things as may be necessary to make such sale of the Collateral or any part thereof valid and binding and in compliance with applicable law. 13. No Waiver and Cumulative Remedies. The Secured Party shall not by any act (except by a written instrument pursuant to Section 15), 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. All rights and remedies herein provided are cumulative and are not exclusive of any rights or remedies provided by law. 14. SECURITY INTEREST ABSOLUTE. The Pledgor hereby waives demand, notice, protest, notice of acceptance of this Agreement, notice of loans made, credit extended, Collateral received or delivered, or other action taken in reliance hereon and all other demands and notices of any description. All rights of the Secured Party and liens and security interests hereunder, and all Secured Obligations of the Pledgor hereunder, shall be absolute and unconditional irrespective of: (a) any illegality or lack of validity or enforceability of any Secured Obligation or any related agreement or instrument; (b) any change in the time, place, or manner of payment of, or in any other term of, the Secured Obligations, or any rescission, waiver, amendment, or other modification


 
of the Loan Agreement, this Agreement, or any other agreement, including any increase in the Secured Obligations resulting from any extension of additional credit or otherwise; (c) any taking, exchange, substitution, release, impairment, or non-perfection of any Collateral or any other collateral, or any taking, release, impairment, amendment, waiver, or other modification of any guaranty, for all or any of the Secured Obligations; (d) any manner of sale, disposition, or application of proceeds of any Collateral or any other collateral or other assets to all or part of the Secured Obligations; (e) any default, failure, or delay, willful or otherwise, in the performance of the Secured Obligations; (f) any defense, set-off, or counterclaim (other than a defense of payment or performance) that may at any time be available to, or be asserted by, the Pledgor against the Secured Party; or (g) any other circumstance (including, without limitation, any statute of limitations) or manner of administering the Loan or any existence of or reliance on any representation by the Secured Party that might vary the risk of the Pledgor or otherwise operate as a defense available to, or a legal or equitable discharge of, the Pledgor or any other grantor, guarantor, or surety. 15. Amendments. None of the terms or provisions of this Agreement may be amended, modified, supplemented, terminated, or waived, and no consent to any departure by the Pledgor therefrom shall be effective unless the same shall be in writing and signed by the Secured Party and the Pledgor, and then such amendment, modification, supplement, waiver, or consent shall be effective only in the specific instance and for the specific purpose for which made or given. 16. Addresses For Notices. All notices and other communications provided for in this Agreement shall be in writing and shall be given in the manner and become effective as set forth in the Loan Agreement, and addressed to the respective parties at their addresses as specified on the signature pages hereof or as to either party at such other address as shall be designated by such party in a written notice to each other party. 17. Continuing Security Interest; Further Actions. This Agreement shall create a continuing first priority lien and security interest in the Collateral and shall (a) subject to Section 18, remain in full force and effect until payment and performance in full of the Secured Obligations, (b) be binding upon the Pledgor, its successors and assigns, and (c) inure to the benefit of the Secured Party and its successors, transferees and assigns; provided that the Pledgor may not assign or otherwise transfer any of its rights or obligations under this Agreement without the prior written consent of the Secured Party. Without limiting the generality of the foregoing clause (c), any assignee of the Secured Party's interest in any agreement or document which includes all or any of the Secured Obligations shall, upon assignment, become vested with all the benefits granted to the Secured Party herein with respect to such Secured Obligations. 18. Termination; Release. On the date on which the Loan and other Secured Obligations have been paid and performed in full, the Secured Party will, at the request and sole


 
expense of the Pledgor, (1) duly assign, transfer, and deliver to or at the direction of the Pledgor (without recourse and without any representation or warranty) such of the Collateral as may then remain in the possession of the Secured Party, together with any monies at the time held by the Secured Party hereunder, and (2) execute and deliver to the Pledgor a proper instrument or instruments acknowledging the satisfaction and termination of this Agreement. 19. GOVERNING LAW. This Agreement and the Loan Agreement 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 Agreement or the Loan Agreement (except, as to the Loan Agreement, as expressly set forth therein) and the transactions contemplated hereby and thereby shall be governed by, and construed in accordance with, the laws of the State of Minnesota. The other provisions of Section 9.09 of the Loan Agreement are incorporated herein, mutatis mutandis, as if a part hereof. 20. Counterparts. This Agreement and any amendments, waivers, consents, or supplements hereto may be executed in counterparts (and by different parties hereto in different counterparts), each of which shall constitute an original, but all taken together shall constitute a single contract. Delivery of an executed counterpart of a signature page to this Agreement by facsimile or in electronic (i.e., “pdf” or “tif”) format shall be effective as delivery of a manually executed counterpart of this Agreement; provided, that, Pledgor agrees to promptly deliver a manually executed counterpart of this Agreement to Secured Party. This Agreement and the Loan Agreement constitute the entire contract among the parties with respect to the subject matter hereof and supersede all previous agreements and understandings, oral or written, with respect thereto. [SIGNATURE PAGE FOLLOWS]


 
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written. Air T Acquisition 22.1, LLC, as Pledgor By: Name: Tracy Kennedy Title: Manager Address for Notices: 5000 West 36th Street, Suite 200 Minneapolis, MN 55416 Alerus Financial, National Association, as Secured Party By Name: Eric P. Gundersen Title: Senior Vice President Address for Notices: 2805 Dodd Rd. Ste 160 Eagan, MN 55121 [TPS Pledge Agreement Signature Page]


 
SCHEDULE 1 PLEDGED SHARES Issuer Stock Certificate Number Number of Shares Class of Shares Air T Funding C-1 200,000 Alpha Income Preferred Securities (also known as 8% Cumulative Capital Securities


 
ACKNOWLEDGMENT AND CONSENT Air T Funding (the “Company”) hereby consents to the pledge and security interest of the Pledged Shares granted by Air T Acquisition 22.1, LLC, a Minnesota limited liability company (“Pledgor”) to the Secured Party as contemplated by the Pledge Agreement, to which this Acknowledgement and Consent is attached. Following written notice from the Secured Party of the occurrence and a continuance of an Event of Default, the Company shall not distribute or cause to be distributed any money or other property to Pledgor, whether in the form of earnings, income or other proceeds, nor shall the Company repay any principal or interest on any loan or other advance made to the Company by Pledgor, nor shall the Company loan or advance any funds to Pledgor, except the Company shall make such distributions to the Secured Party upon the Secured Party’s request. COMPANY: Air T Funding, a Delaware statutory trust By: Name: Title: [TPS PLEDGE AGREEMENT ACKNOWLEDGMENT AND CONSENT]


 
EX-10.4 5 a104securityagreement.htm EX-10.4 a104securityagreement
Error! Unknown document property name. SECURITY AGREEMENT (Grantor) This SECURITY AGREEMENT is made as of November 24, 2025 (the “Agreement”), by AIR T ACQUISITION 22.1, LLC, a Minnesota limited liability company, with its chief executive office at 5000 West 36th Street, Suite 200, Minneapolis, Minnesota 55416 (“Grantor”), in favor of ALERUS FINANCIAL, NATIONAL ASSOCIATION, a national banking association, with an office at 2805 Dodd Rd. Ste 160, Eagan, MN 55121 (“Secured Party”). RECITALS: A. Grantor has requested extensions of credit from Secured Party pursuant to the terms of that certain Loan Agreement dated of even date herewith (as it may be amended, modified, supplemented, increased or restated from time to time being the “Loan Agreement”) between Grantor and Secured Party. B. As a condition to such extensions of credit, Secured Party requires that Grantor grant a security interest in its assets in accordance with this Agreement. C. Grantor has determined that the execution, delivery and performance of this Agreement are in its best business and pecuniary interest. NOW, THEREFORE, for good and valuable consideration the receipt and adequacy of which are hereby acknowledged by each of the parties hereto, it is agreed as follows: ARTICLE I DEFINITIONS As used herein, the following terms shall have the meanings set forth in this Section: “Accounts” shall have the meaning provided in the UCC. “Chattel Paper” shall have the meaning provided in the UCC and shall include, without limitation, all Tangible Chattel Paper. “Collateral” shall mean all property in which a security interest is granted hereunder. “Commercial Tort Claim” shall have the meaning provided in the UCC. “Controllable Account” shall have the meaning provided in the UCC. “Controllable Electronic Records” shall have the meaning provided in the UCC. “Controllable Payment Intangible” shall have the meaning provided in the UCC.


 
2 “Controlled Property” shall mean property of every kind and description in which Grantor has or may acquire any interest, now or hereafter at any time in the possession or control of Secured Party or any Secured Party Affiliate for any reason and all dividends and distributions on or other rights in connection with such property. “Data Processing Records and Systems” shall mean all of Grantor’s now existing or hereafter acquired electronic data processing and computer records, software (including, without limitation, all “Software” as defined in the UCC), systems, manuals, procedures, disks, tapes and all other storage media and memory. “Default” shall mean any event which if it continued uncured would, with notice or lapse of time or both, constitute an Event of Default. “Deposit Accounts” shall have the meaning provided in the UCC and shall include, without limitation, any demand, time, savings, passbook or similar account maintained with a bank. “Document” shall have the meaning provided in the UCC. “Electronic Chattel Paper” shall have the meaning provided in the UCC. “Equipment” shall have the meaning provided in the UCC. “Event of Default” shall have the meaning specified in Article VI hereof. “Fixtures” shall have the meaning provided in the UCC. “General Intangibles” shall have the meaning provided in the UCC and shall include, without limitation, all Payment Intangibles. “Goods” shall have the meaning provided in the UCC and shall include, without limitation, embedded “Software” to the extent included in “Goods” as defined in the UCC. “Grantor” shall have the meaning provided in the preamble hereto. “Instruments” shall have the meaning provided in the UCC. “Insurance Proceeds” shall mean all proceeds of any and all insurance policies payable to Grantor with respect to any Collateral, or on behalf of any Collateral, whether or not such policies are issued to or owned by Grantor. “Inventory” shall have the meaning provided in the UCC. “Investment Property” shall have the meaning provided in the UCC. “Letter-of-Credit Rights” shall have the meaning provided in the UCC.


 
3 “Loan Agreement” shall have the meaning provided in the recitals hereto. “Motor Vehicles” shall mean all vehicles for which the title to such vehicle is governed by a certificate of title or ownership. “Payment Intangibles” shall have the meaning provided in the UCC, and shall include, without limitation Controllable Payment Intangibles. “Proceeds” shall have the meaning provided in the UCC. “Products” shall mean any goods now or hereafter manufactured, processed or assembled with any of the Collateral. “Secured Party” shall have the meaning provided in the preamble hereto. “Secured Party Affiliate” shall mean any affiliate of the Secured Party which is party to a written agreement with Grantor or any other Loan Party providing for any extension of credit to Grantor or any other Loan Party. “Supporting Obligations” shall have the meaning provided in the UCC. “Tangible Chattel Paper” shall have the meaning provided in the UCC. “UCC” shall mean the Uniform Commercial Code as enacted in the State of Minnesota, as amended from time to time; provided, however, that: (a) to the extent that the UCC is used to define any term herein, and such term is defined differently in different Articles of the UCC, the definition of such term contained in Article 9 shall govern; and (b) if, by reason of mandatory provisions of law, any or all of the attachment, perfection or priority of, or remedies with respect to, the Secured Party’s security interest in any Collateral is governed by the Uniform Commercial Code as enacted and in effect in a jurisdiction other than the State of Minnesota, the term “UCC” shall mean the Uniform Commercial Code as enacted and in effect in such other jurisdiction solely for purposes of the provisions thereof relating to such attachment, perfection or priority of, or remedies with respect to, the Secured Party’s security interest and for purposes of definitions related to such provisions. Other terms defined herein shall have the meanings ascribed to them herein. All capitalized terms used herein, not specifically defined herein, shall have the meaning ascribed to them in the Loan Agreement. ARTICLE II SECURITY INTERESTS As security for the payment of all Obligations, Grantor hereby grants to Secured Party and each Secured Party Affiliate a security interest in all of Grantor’s right, title and interest in and to


 
4 the following, whether now owned or existing or hereafter acquired or arising: Accounts; Chattel Paper; Commercial Tort Claims, if any, described on Exhibit B attached hereto and incorporated herein by reference; Controlled Property; Deposit Accounts; Documents; Equipment and Fixtures; General Intangibles; Goods; Instruments; Inventory; Investment Property; Letter-of-Credit Rights; Proceeds (whether cash or non-cash Proceeds, including Insurance Proceeds and non-cash Proceeds of all types); Products of all the foregoing; and Supporting Obligations. ARTICLE III REPRESENTATIONS AND COVENANTS OF GRANTOR Grantor represents, warrants and covenants to Secured Party that: 3.1 Authorization. The execution and performance of this Agreement have been duly authorized by all necessary action and do not and will not: (a) require any consent or approval of the stockholders of any entity, or the consent of any governmental entity which has not been obtained; or (b) violate any provision of any indenture, contract, agreement or instrument to which it is a party or by which it is bound. 3.2 Title to Collateral. Grantor has good and marketable title to all of the Collateral and none of the Collateral is subject to any security interest except for the security interest created pursuant to this Agreement or other security interests permitted by the Loan Agreement (such other security interests being “Permitted Liens”). 3.3 Disposition or Encumbrance of Collateral. Grantor will not encumber, sell or otherwise transfer or dispose of the Collateral without the prior written consent of Secured Party except as provided in this Section or for Permitted Liens. Until a Default or Event of Default has occurred and is continuing, Grantor may sell Collateral consisting of: (a) Inventory in the ordinary course of business provided that Grantor receives as consideration for such sale an amount not less than the fair market value of the Inventory at the time of such sale; and (b) Equipment and Fixtures which in the judgment of Grantor have become obsolete or unusable in the ordinary course of business, provided that all net Proceeds of such sales of Equipment and Fixtures are delivered


 
5 directly to Secured Party for application to the Obligations in such order as the Secured Party may elect. 3.4 Validity of Accounts. Grantor warrants that all Collateral consisting of Accounts, Chattel Paper and Instruments included in Grantor’s schedules, financial statements or books and records are bona fide existing obligations created by the sale and actual delivery of Inventory or the rendition of services to customers in the ordinary course of business, which Grantor then owns free and clear of any security interest other than the security interest created by this Agreement or other Permitted Liens, and which are then unconditionally owing to Grantor without defenses, offset or counterclaim except those arising in the ordinary course of business that are immaterial in the aggregate and that the unpaid principal amount of any such Chattel Paper or Instrument and any security therefor is and will be as represented to Secured Party on the date of the delivery thereof to Secured Party. 3.5 Maintenance of Tangible Collateral. Grantor will maintain the tangible Collateral in good condition and repair. At the time of attachment and perfection of the security interest granted pursuant hereto and thereafter, all tangible Collateral will be located and will be maintained only at the locations set forth on Exhibit A hereto. Except as otherwise permitted by Section 3.3, Grantor will not remove such Collateral from such locations unless, prior to any such removal, Grantor has given written notice to Secured Party of the location or locations to which Grantor desires to remove the Collateral, Secured Party has given its written consent to such removal, and Grantor has delivered to Secured Party acknowledgment copies of financing statements filed where appropriate to continue the perfection of Secured Party’s security interest as a first priority security interest on such Collateral. Secured Party’s security interest attaches to all of the Collateral wherever located and Grantor’s failure to inform Secured Party of the location of any item or items of Collateral shall not impair Secured Party’s security interest thereon. 3.6 Notation on Chattel Paper. For purposes of the security interest granted pursuant to this Agreement, Secured Party has been granted a direct security interest in all Chattel Paper constituting part of the Collateral and such Chattel Paper is not claimed merely as Proceeds of Inventory. Upon Secured Party’s request, Grantor will deliver to Secured Party the original of all Chattel Paper. Grantor will not execute any copies of such Chattel Paper constituting part of the Collateral other than those which are clearly marked as a copy. Secured Party may stamp any such Chattel Paper with a legend reflecting Secured Party’s security interest therein. 3.7 Instruments as Proceeds; Deposit Accounts. Notwithstanding any other provision in this Agreement concerning Instruments, Grantor covenants that Instruments constituting cash Proceeds (for example, money and checks) shall be deposited in Deposit Accounts with the Depository Bank. Grantor has granted to the Secured Party a direct security interest in all Deposit Accounts constituting part of the Collateral and such Deposit Accounts are not claimed merely as Proceeds of other Collateral. 3.8 Protection of Collateral. All expenses of protecting, storing, warehousing, insuring, handling and shipping of the Collateral, all costs of keeping the Collateral free of any liens, encumbrances and security interests prohibited by this Agreement and of removing the same if they should arise, and any and all excise, property, sales and use taxes imposed by any state, federal


 
6 or local authority on any of the Collateral or in respect of the sale thereof, shall be borne and paid by Grantor and if Grantor fails to promptly pay any thereof when due, Secured Party may, at its option, but shall not be required to pay the same whereupon the same shall constitute Obligations and shall bear interest at the Default Rate specified in the Note (the “Interest Rate”) and shall be secured by the security interest granted hereunder. 3.9 Insurance. Grantor will procure and maintain, or cause to be procured and maintained, insurance issued by responsible insurance companies insuring the Collateral against damage and loss by theft, fire, collision (in the case of motor vehicles), and such other risks as are usually carried by owners of similar properties or as may be requested by Secured Party in an amount equal to the replacement value thereof, and, in any event, in an amount sufficient to avoid the application of any co-insurance provisions and payable, in the case of any loss in excess of $50,000.00, to Grantor and Secured Party jointly. All such insurance shall contain an agreement by the insurer to provide Secured Party with 30 days’ prior notice of cancellation and an agreement that the interest of Secured Party shall not be impaired or invalidated by any act or neglect of Grantor nor by the occupation of the premises wherein such Collateral is located for purposes more hazardous than are permitted by said policy. Grantor will maintain, with financially sound and reputable insurers, insurance with respect to its properties and business against such casualties and contingencies of such types (which may include, without limitation, public and product liability, larceny, embezzlement, business interruption or other criminal misappropriation insurance) and in such amounts as may from time to time be required by Secured Party. Grantor will deliver evidence of such insurance and the policies of insurance or copies thereof to Secured Party upon request. 3.10 Compliance with Law. Grantor will not use the Collateral, or knowingly permit the Collateral to be used, for any unlawful purpose or in violation of any federal, state or municipal law. 3.11 Books and Records; Access. (a) Grantor will permit Secured Party and its representatives to examine Grantor’s books and records (including Data Processing Records and Systems) with respect to the Collateral and make extracts therefrom and copies thereof at any time and from time to time, and Grantor will furnish such information and reports to Secured Party and its representatives regarding the Collateral as Secured Party and its representatives may from time to time request. Grantor will also permit Secured Party and its representatives to inspect the Collateral at any time and from time to time as Secured Party and its representatives may request. (b) Secured Party shall have authority, at any time, to place, or require Grantor to place, upon Grantor’s books and records relating to Accounts, Chattel Paper and other rights to payment covered by the security interest granted hereby a notation or legend stating that such Accounts, Chattel Paper and other rights to payment are subject to Secured Party’s security interest.


 
7 3.12 Notice of Default. Immediately upon any officer of Grantor becoming aware of the existence of any Default or Event of Default, Grantor will give notice to Secured Party that such Default or Event of Default exists, stating the nature thereof, the period of existence thereof, and what action Grantor proposes to take with respect thereto. 3.13 Additional Documentation. Grantor will execute, from time to time, and authorizes Secured Party to execute from time to time as Grantor’s attorney-in-fact and/or file, such financing statements, assignments, and other documents covering the Collateral, including Proceeds, as Secured Party may request in order to create, evidence, perfect, maintain or continue its security interest in the Collateral (including additional Collateral acquired by Grantor after the date hereof), and Grantor will pay the cost of filing the same in all public offices in which Secured Party may deem filing to be appropriate and will notify Secured Party promptly upon acquiring any additional Collateral that may require an additional filing. Upon request, Grantor will deliver to Secured Party all Grantor’s Documents, Chattel Paper and Instruments constituting part of the Collateral. 3.14 Chief Executive Office; State of Organization. The location of the chief executive office of Grantor is located in the State set forth in the preamble hereto and will not be changed from such state without 30 days’ prior written notice to Secured Party. Grantor warrants that its books and records concerning Accounts and Chattel Paper constituting part of the Collateral are located at its chief executive office. Grantor’s State of organization is the State set forth in the preamble hereto and such State has been its State of organization since the date of Grantor’s organization. Grantor will not change its State of organization from such State without 30 days’ prior written notice to Secured Party, Secured Party has given its written consent to such change. 3.15 Name of Grantor. Grantor’s exact legal name and type of legal entity is as set forth in the preamble hereto. Grantor will not change its legal name without 30 days’ prior written notice to the Secured Party, the Secured Party has given its written consent to such change, and Grantor has delivered to the Secured Party acknowledgment copies of financing statements filed where appropriate to continue the perfection of the Secured Party’s security interest as a first priority security interest in the Collateral. Grantor has not used any other name within the past five years except those described on Exhibit A attached hereto. Neither Grantor nor, to Grantor’s knowledge, any predecessor in title to any of the Collateral has executed any financing statements or security agreements presently effective as to the Collateral except those described on Exhibit A attached hereto. 3.16 Disputes, Etc. Grantor shall advise Secured Party promptly of Inventory in excess of $50,000.00 for any one customer in any fiscal year or in excess of $100,000.00 in the aggregate for all customers in any fiscal year which are returned by a customer(s) or otherwise recovered from such customer(s) and unless instructed to deliver such Inventory to Secured Party, Grantor shall resell such Inventory for Secured Party and assign or deliver to Secured Party the resulting Accounts or other Proceeds. Grantor shall also advise Secured Party promptly of all disputes and claims in excess of $50,000.00 for any one obligor on the Collateral in any fiscal year or in excess of $100,000.00 in the aggregate for all obligors in any fiscal year and settle or adjust them at no expense to Secured Party. After the occurrence and during the continuance of an Event of Default, Secured Party may at all times settle or adjust such disputes and claims directly with the customers for amounts and upon terms which Secured Party considers commercially reasonable. No


 
8 discount, credit, allowance, adjustment or return shall be granted by Grantor to any customer without Secured Party’s written consent other than discounts, credits, allowances, adjustments and returns made or granted by Grantor in the ordinary course of business prior to the occurrence and during the continuance of an Event of Default. 3.17 Power of Attorney. Grantor appoints Secured Party, or any other person whom Secured Party may from time to time designate, as Grantor’s attorney with power, to: (a) endorse Grantor’s name on any checks, notes, acceptances, drafts or other forms of payment or security evidencing or relating to any Collateral that may come into Secured Party’s possession; (b) sign Grantor’s name on any invoice or bill of lading relating to any Collateral, on drafts against customers, on schedules and confirmatory assignments of Accounts, Chattel Paper, Documents or other Collateral, on notices of assignment, financing statements under the UCC and other public records, on verifications of accounts and on notices to customers; (c) notify the post office authorities to change the address for delivery of Grantor’s mail to an address designated by Secured Party; (d) receive and open all mail addressed to Grantor; (e) send requests for verification of Accounts, Chattel Paper, Instruments or other Collateral to customers; and (f) do all things necessary to carry out this Agreement. Grantor ratifies and approves all acts of the attorney taken within the scope of the authority granted. Neither Secured Party nor the attorney will be liable for any acts of commission or omission, or for any error in judgment or mistake of fact or law. This power, being coupled with an interest, is irrevocable so long as any Obligation remains unpaid. Grantor waives presentment and protest of all instruments and notice thereof, notice of default and dishonor and all other notices to which Grantor may otherwise be entitled. 3.18 Patents and Trademarks, Etc. Grantor agrees with Secured Party that, until the security interest granted by this Agreement has been terminated in accordance with the terms hereof: (a) Grantor will perform all acts and execute all documents including, without limitation, grants of security interest, in form suitable for filing with the United States Patent and Trademark Office, reasonably requested by Secured Party at any time to evidence, perfect, maintain, record and enforce Secured Party’s interest in the Collateral comprised of patents (collectively the “Patents”), patent applications (collectively the “Patent Applications”), trademarks or service marks (collectively the “Trademarks”) or of any applications therefor (collectively the “Trademark Applications”) or otherwise in furtherance of the provisions of this Agreement; (b) Except to the extent that Secured Party shall consent in writing, Grantor (either itself or through licensees) will, unless Grantor shall reasonably determine that a Trademark (or the use of a Trademark in connection with a particular class of goods or products) is not of material economic value to Grantor: (i) continue to use each Trademark on each and every trademark class of goods in order to maintain each Trademark in full force free from any claim of abandonment for non-use; (ii) maintain as in the past the quality of products and services offered under each Trademark; (iii) employ each Trademark with the appropriate notice of application or registration to the extent required by applicable law to maintain such Trademark; (iv) not use any Trademark except for the uses for which registration or application for registration of such Trademark has been


 
9 made, unless such use is otherwise lawful; and (v) not (and not permit any licensee or sublicensee thereof to) do any act or knowingly omit to do any act whereby any Trademark may become invalidated; (c) Except to the extent that Secured Party shall consent in writing, Grantor will not, unless Grantor shall reasonably determine that a Patent is not of material economic value to Grantor, do any act, or not to do any act, whereby any Patent may become abandoned or dedicated; (d) Unless Grantor shall reasonably determine that a Patent, Patent Application, Trademark or Trademark Application is not of material economic value to Grantor, Grantor shall notify Secured Party immediately if it knows, or has reason to know, of any reason that any Patent, Patent Application, Trademark or Trademark Application may become abandoned or dedicated, or of any adverse determination or development (including, without limitation, the institution of, or any such determination or development in, any proceeding in the United States Patent and Trademark Office or any court) regarding Grantor’s ownership of any Patent or Trademark, its rights to register the same, or to keep and maintain the same; (e) If Grantor, either itself or through any agent, employee, licensee or designee, shall file a Patent Application or Trademark Application for the registration of any Trademark with the United States Patent and Trademark Office, or any similar office or agency in any other country or any political subdivision thereof, Grantor shall promptly inform Secured Party, and, upon request of Secured Party, shall promptly execute and deliver any and all agreements, instruments, documents and papers as Secured Party may reasonably request to evidence Secured Party’s security interest in such Patent or Trademark and the goodwill and general intangibles of Grantor relating thereto or represented thereby; (f) Unless Grantor shall reasonably determine that a Patent Application or Trademark Application is not of material economic value to Grantor, Grantor will take all necessary steps, including, without limitation, in any proceeding before the United States Patent and Trademark Office, or any similar office or agency in any other country or any political subdivision thereof, to maintain and pursue each Patent Application and Trademark Application (and to obtain the relevant registration) and to maintain each registration of the Patents and Trademarks, including, without limitation, filing of applications for renewal and affidavits of use; (g) Unless Grantor shall reasonably determine that a Patent or Trademark is not of material economic value to Grantor, Grantor shall promptly notify Secured Party if any Patent or Trademark is infringed, misappropriated or diluted by a third party and either shall promptly sue for infringement, misappropriation or dilution and to recover any and all damages for such infringement, misappropriation or dilution, or take such other actions as Grantor shall reasonably deem appropriate under the circumstances to protect such Patent or Trademark; and


 
10 (h) Grantor agrees that it will not enter into any agreement (for example, a license agreement) which is inconsistent with Grantor’s obligations under this Agreement. 3.19 Copyrights. Grantor agrees with Secured Party that, until the security interest granted by this Agreement has been terminated in accordance with the terms hereof: (a) Grantor will perform all acts and execute all documents including, without limitation, grants of security interest, in form suitable for filing with the United States Copyright Office, reasonably requested by Secured Party at any time to evidence, perfect, maintain, record and enforce Secured Party’s interest in the Collateral comprised of copyrights or copyright applications (collectively the “Copyrights”) or otherwise in furtherance of the provisions of this Agreement; (b) Except to the extent that the Secured Party shall consent in writing, Grantor (either itself or through licensees) will, unless Grantor shall reasonably determine that a Copyright is not of material economic value to Grantor, publish the materials for which a Copyright has been obtained (the “Works”) with any notice of copyright registration required by applicable law to preserve the Copyright; (c) Unless Grantor shall reasonably determine that a Copyright is not of material economic value to Grantor, Grantor shall notify the Secured Party immediately if it knows, or has reason to know, of any reason that any application or registration relating to any Copyright may become abandoned or dedicated or of any adverse determination or development (including, without limitation, the institution of, or any such determination or development in, any proceeding in the United States Copyright Office or any court) regarding Grantor’s ownership of any Copyright, its right to register the same, or to keep and maintain the same; (d) If Grantor, either itself or through any agent, employee, licensee or designee, shall file an application for the registration of any Copyright with the United States Copyright Office or any similar office or agency in any other country or any political subdivision thereof, Grantor shall promptly inform Secured Party, and, upon request of Secured Party, execute and deliver any and all agreements, instruments, documents and papers as Secured Party may request to evidence Secured Party’s security interest in such Copyright and the Works relating thereto or represented thereby; (e) Unless Grantor shall reasonably determine that a Copyright is not of material economic value to Grantor, Grantor will take all commercially reasonable steps, including, without limitation, in any proceeding before the United States Copyright Office or any similar office or agency in any other country or any political subdivision thereof, to maintain and pursue each application (and to obtain the relevant registration) and to maintain each registration of the Copyrights; (f) In the event that any Copyright is infringed by a third party, Grantor shall promptly notify Secured Party and shall, unless Grantor shall reasonably determine that such Copyright is not of material economic value to Grantor, promptly sue to recover any


 
11 and all damages or take such other actions as Grantor shall reasonably deem appropriate under the circumstances to protect such Copyright; and (g) Grantor agrees that it will not enter into any agreement (for example, a license agreement) which is inconsistent with Grantor’s obligations under this Agreement. 3.20 Control. Grantor will cooperate with Secured Party in obtaining control with respect to Collateral consisting of Deposit Accounts, Investment Property, Letter-of-Credit Rights, and Controllable Electronic Records. Without limiting the foregoing, if Grantor becomes a beneficiary of a letter of credit, then Grantor shall promptly notify the Secured Party thereof and enter into a tri-party agreement with the Secured Party and the issuer and/or confirmation bank with respect to such letter of credit assigning the Letter-of-Credit Rights to the Secured Party and directing all payments thereunder to the Secured Party, all in form and substance reasonably satisfactory to the Secured Party. 3.21 Further Acts. Where Collateral is in the possession of a third party, Grantor will join with Secured Party in notifying such third party of Secured Party’s security interest and in obtaining an acknowledgment from such third party that it is holding such Collateral for the benefit of the Secured Party. 3.22 Commercial Tort Claims. Grantor shall promptly notify the Secured Party of any Commercial Tort Claim acquired by it and, unless otherwise consented to by the Secured Party, Grantor shall promptly enter into a supplement to this Agreement granting to the Secured Party a security interest in such Commercial Tort Claim. 3.23 Motor Vehicles. (a) Grantor shall maintain all vehicle titles at its chief executive office. (b) Grantor shall promptly, but in any event no later than 10 days after the Secured Party’s written request (the date on which the Grantor receives such request being the “Titles Request Date”), deliver to the Secured Party originals of the certificates of title or ownership for the Motor Vehicles owned by it together with appropriate grant forms executed in favor of the Secured Party. (c) Upon the acquisition after the Titles Request Date by Grantor of any Motor Vehicle, Grantor shall deliver to the Secured Party originals of the certificates of title or ownership for such Motor Vehicle, together with the manufacturer’s statement of origin, with the Secured Party listed as lienholder. (d) Grantor hereby appoints the Secured Party as its attorney-in-fact, effective the date hereof and terminating upon the termination of this Agreement, for the purpose of (i) executing on behalf of Grantor title or ownership applications for filing with appropriate state agencies to enable Motor Vehicles now owned or hereafter acquired by Grantor to be retitled and the Secured Party listed as lienholder thereof, (ii) filing such applications with such state agencies, and (iii) executing such other documents and instruments on behalf of,


 
12 and taking such other action in the name of, Grantor as the Secured Party may deem necessary or advisable to accomplish the purposes hereof (including, without limitation, for the purpose of creating in favor of the Secured Party a perfected Lien on the Motor Vehicles and exercising the rights and remedies of the Secured Party hereunder). This appointment as attorney-in-fact is coupled with an interest and is irrevocable until all of the Obligations are paid in full after the termination of the Loan Agreement and the other Loan Documents. (e) Any certificates of title or ownership delivered pursuant to the terms hereof shall be accompanied by odometer statements for each Motor Vehicle covered thereby. (f) So long as no Event of Default shall have occurred and be continuing, upon the request of Grantor, the Secured Party shall execute and deliver to Grantor such instruments as Grantor shall reasonably request to remove the notation of the Secured Party as lienholder on any certificate of title for any Motor Vehicle; provided that any such instruments shall be delivered, and the release effective, only upon receipt by the Secured Party of a certificate from Grantor, stating that the Motor Vehicle, the Lien on which is to be released, is to be sold or has suffered a casualty loss (with title thereto passing to the casualty insurance company therefor in settlement of the claim for such loss), the amount that Grantor will receive as sale Proceeds or insurance Proceeds, and any Proceeds of such sale or casualty loss shall be paid to the Secured Party hereunder to be applied to the Obligations then outstanding. ARTICLE IV COLLECTIONS Except as otherwise provided in this Article IV, Grantor shall continue to collect, at its own expense, all amounts due or to become due to Grantor under the Accounts constituting part of the Collateral and all other Collateral. In connection with such collections, Grantor may take (and, at Secured Party’s direction given after the occurrence and during the continuance of an Event of Default, shall take) such action as Grantor or Secured Party may deem necessary or advisable to enforce collection of the Accounts and such other Collateral; provided, however, that Secured Party shall have the right at any time, without giving written notice to Grantor of Secured Party’s intention to do so, to notify the account debtors under any Accounts or obligors with respect to such other Collateral of the assignment of such Accounts and such other Collateral to Secured Party and to direct such account debtors or obligors to make payment of all amounts due or to become due to Grantor thereunder directly to Secured Party and, upon such notification and at the expense of Grantor, to enforce collection of any such Accounts or other Collateral, and to adjust, settle or compromise the amount or payment thereof in the same manner and to the same extent as Grantor might have done, but unless and until Secured Party does so or gives Grantor other instructions, Grantor shall make all collections for Secured Party. In addition to its rights under the preceding sentence to this Section, Secured Party, at any time, may require that Grantor instruct all current and future account debtors and obligors on other Collateral to make all payments directly to a lockbox (the “Lockbox”) controlled by Secured Party. All payments received in the Lockbox shall be transferred to a special bank account (the “Collateral Account”) maintained for the benefit of Secured Party subject to withdrawal by Secured Party only. After the earliest to


 
13 occur of an Event of Default, Secured Party’s exercise of its right to direct account debtors or other obligors on any Collateral to make payments directly to Secured Party or to require Grantor to establish a Lockbox, Grantor shall immediately deliver all full and partial payments on any Collateral received by Grantor to Secured Party in their original form, except for endorsements where necessary. Secured Party, at its sole discretion, may hold any collections on the Collateral delivered to it or deposited in the Collateral Account as cash collateral or may apply such collections to the payment of the Obligations in such order as Secured Party may elect; provided, however, that after an Event of Default has occurred and is continuing, Secured Party shall apply all collections in accordance with Section 7.7. Until such payments are so delivered to Secured Party, such payments shall be held in trust by Grantor for and as Secured Party’s property, and shall not be commingled with any funds of Grantor. Any application of any collection to the payment of any Obligation is conditioned upon final payment of any check or other instrument. ARTICLE V ASSIGNMENT OF INSURANCE Grantor hereby assigns to Secured Party, as additional security for payment of the Obligations, any and all monies due or to become due under, and any and all other rights of Grantor with respect to, any and all policies of insurance covering the Collateral. So long as no Default or Event of Default has occurred and is continuing, Grantor may itself adjust and collect for any losses of up to an aggregate amount of $50,000.00 for all occurrences during any of Grantor’s fiscal years and Grantor may use the resulting Insurance Proceeds for the replacement, restoration or repair of the Collateral. After the occurrence and during the continuance of a Default or an Event of Default, or after the aggregate amount of losses arising out of all occurrences during any of Grantor’s fiscal years exceeds $50,000.00, Secured Party may (but need not) in its own name or in Grantor’s name execute and deliver proofs of claim, receive such monies, and settle or litigate any claim against the issuer of any such policy and Grantor directs the issuer to pay any such monies directly to Secured Party and Secured Party, at its sole discretion and regardless of whether Secured Party exercises its right to collect Insurance Proceeds under this Section, may apply any Insurance Proceeds to the payment of the Obligations, whether due or not, in such order and manner as Secured Party may elect or may permit Grantor to use such Insurance Proceeds for the replacement, restoration or repair of the Collateral. ARTICLE VI EVENTS OF DEFAULT The occurrence of any Event of Default as defined in the Loan Agreement shall constitute an Event of Default hereunder (“Event of Default”). ARTICLE VII RIGHTS AND REMEDIES ON DEFAULT Upon the occurrence of an Event of Default, and at any time thereafter until such Event of Default is cured to the satisfaction of Secured Party, and in addition to the rights granted to Secured Party under Articles IV and V hereof, Secured Party may exercise any one or more of the following rights and remedies:


 
14 7.1 Acceleration of Obligations. Declare any and all Obligations to be immediately due and payable, and the same shall thereupon become immediately due and payable without further notice or demand. 7.2 Right of Offset. Offset any deposits, including unmatured time deposits, then maintained by Grantor with Secured Party, whether or not then due, against any indebtedness then owed by Grantor to Secured Party whether or not then due. 7.3 Deal with Collateral. In the name of Grantor or otherwise, demand, collect, receive and give receipt for, compound, compromise, settle and give acquittance for and prosecute and discontinue any suits or proceedings in respect of any or all of the Collateral. 7.4 Realize on Collateral. Take any action which Secured Party may deem reasonably necessary or desirable in order to realize on the Collateral, including, without limitation, the power to perform any contract, to endorse in the name of Grantor any checks, drafts, notes, or other instruments or documents received in payment of or on account of the Collateral. Secured Party may comply with any applicable state or federal law requirements in connection with a disposition of the Collateral and compliance will not be considered adversely to affect the commercial reasonableness of any sale of the Collateral. Secured Party may sell the Collateral without giving any warranties as to the Collateral. Secured Party may specifically disclaim any warranties of title or the like. This procedure will not be considered adversely to affect the commercial reasonableness of any sale of the Collateral. 7.5 Access to Property. Enter upon and into and take possession of all or such part or parts of the properties of Grantor, including lands, plants, buildings, machinery, equipment, Data Processing Records and Systems and other property as may be necessary or appropriate in the reasonable judgment of Secured Party, to permit or enable Secured Party to store, lease, sell or otherwise dispose of or collect all or any part of the Collateral, and use and operate said properties for such purposes and for such length of time as Secured Party may deem necessary or appropriate for said purposes without the payment of any compensation to Grantor therefor. Grantor shall provide Secured Party with all information and assistance requested by Secured Party to facilitate the storage, leasing, sale or other disposition or collection of the Collateral after an Event of Default has occurred and is continuing. 7.6 Other Rights. Exercise any and all other rights and remedies available to it by law or by agreement, including rights and remedies under the UCC as adopted in the relevant jurisdiction or any other applicable law, or under the Loan Agreement and, in connection therewith, Secured Party may require Grantor to assemble the Collateral and make it available to Secured Party at a place to be designated by Secured Party, and any notice of intended disposition of any of the Collateral required by law shall be deemed reasonable if such notice is mailed or delivered to Grantor at its address as shown on Secured Party’s records at least 10 days before the date of such disposition.


 
15 7.7 Application of Proceeds. All Proceeds of Collateral shall be applied in accordance with the UCC, and such Proceeds applied toward the Obligations shall be applied in such order as Secured Party may elect. 7.8 Patents and Trademarks. Upon the occurrence and during the continuance of an Event of Default: (a) Secured Party may, at any time and from time to time, upon thirty (30) days’ prior notice to Grantor, license or, to the extent permitted by an applicable license, sublicense, whether general, special or otherwise, and whether on an exclusive or non-exclusive basis, any Patent or Trademark, throughout the world for such term or terms, on such conditions, and in such manner, as Secured Party shall in its sole discretion determine; (b) Secured Party may (without assuming any obligations or liability thereunder), at any time enforce (and shall have the exclusive right to enforce) against any licensor, licensee or sublicensee all rights and remedies of Grantor in, to and under any one or more license or other agreements with respect to any Patent or Trademark and take or refrain from taking any action under any such license or other agreement, and Grantor hereby releases Secured Party from, and agrees to hold Secured Party free and harmless from and against, any claims arising out of, any action taken or omitted to be taken with respect to any such license or agreement; (c) Any and all payments received by Secured Party under or in respect of any Patent or Trademark (whether from Grantor or otherwise), or received by Secured Party by virtue of the exercise of the license granted to Secured Party by subsection (g) below, shall be applied to the Obligations in accordance with Section 7.7 hereof; (d) Secured Party may exercise in respect of the Patents and Trademarks, in addition to other rights and remedies provided for herein or otherwise available to it, all the rights and remedies of a secured party on default under the UCC; (e) In order to implement the sale, lease, assignment, license, sublicense or other disposition of any of the Patents and Trademarks pursuant to this Section 7.8, Secured Party may, at any time, execute and deliver on behalf of Grantor one or more instruments of assignment of the Patents and Trademarks (or any application or registration thereof), in form suitable for filing, recording or registration in any country. Grantor agrees to pay when due all reasonable costs incurred in any such transfer of the Patents and Trademarks, including any taxes, fees and reasonable attorneys’ fees; (f) In the event of any sale, lease, assignment, license, sublicense or other disposition of any of the Patents or Trademarks pursuant to this Section, Grantor shall supply to Secured Party or its designee its know-how and expertise relating to the manufacture and sale of the products relating to any Patent or Trademark subject to such disposition, and its customer lists and other records relating to such Patents or Trademarks and to the distribution of said products; and


 
16 (g) For the purpose of enabling Secured Party to exercise rights and remedies under this Agreement at such time as Secured Party shall be lawfully entitled to exercise such rights and remedies, and for no other purpose, Grantor hereby grants to Secured Party, an irrevocable, non-exclusive license (exercisable without payment of royalty or other compensation to Grantor) to use, license or sublicense at such time any Patent or Trademark, now owned or hereafter acquired by Grantor, and wherever the same may be located, and including in such license reasonable access to all media in which any of the licensed items may be recorded or stored and to all computer and automatic machinery software and programs used for the compilation or printout thereof. 7.9 Copyrights. Upon the occurrence and during the continuance of an Event of Default: (a) Secured Party may, at any time and from time to time, upon thirty (30) days’ prior notice to Grantor, license or, to the extent permitted by an applicable license, sublicense, whether general, special or otherwise, and whether on an exclusive or non-exclusive basis, any Copyright, for such term or terms, on such conditions, and in such manner, as Secured Party shall in its sole discretion determine; (b) Secured Party may (without assuming any obligations or liability thereunder), at any time, enforce (and shall have the exclusive right to enforce) against any licensor, licensee or sublicensee all rights and remedies of Grantor in, to and under any one or more license or other agreements with respect to any Copyright and take or refrain from taking any action under any such license or other agreement and Grantor hereby releases Secured Party from, and agrees to hold Secured Party free and harmless from and against, any claims arising out of, any action taken or omitted to be taken with respect to any such license or agreement; (c) Any and all payments received by Secured Party under or in respect of any Copyright (whether from Grantor or otherwise), or received by Secured Party by virtue of the exercise of the license granted to Secured Party by subsection (f) below, shall be applied to the Obligations in accordance with Section 7.7; (d) Secured Party may exercise in respect of the Copyrights, in addition to other rights and remedies provided for herein or otherwise available to it, all the rights and remedies of a secured party on default under the UCC; (e) In order to implement the sale, lease, assignment, license, sublicense or other disposition of any of the Copyrights pursuant to this Section 7.9, Secured Party may, at any time, execute and deliver on behalf of Grantor one or more instruments of assignment of the Copyrights (or any application or registration thereof), in form suitable for filing, recording or registration in the Copyright Office or any country where the relevant Copyright is of material economic value to Grantor. Grantor agrees to pay when due all reasonable costs incurred in any such transfer of the Copyrights, including any taxes, fees and reasonable attorneys’ fees; and


 
17 (f) For the purpose of enabling Secured Party to exercise rights and remedies under this Agreement at such time as Secured Party shall be lawfully entitled to exercise such rights and remedies, and for no other purpose, Grantor hereby grants to Secured Party an irrevocable, non-exclusive license (exercisable without payment of royalty or other compensation to Grantor) to use, license or sublicense any Copyright, now owned or hereafter acquired by Grantor, and wherever the same may be located, and including in such license reasonable access to all media in which any of the licensed items may be recorded or stored and to all computer and automatic machinery software and programs used for the compilation or printout thereof. ARTICLE VIII MISCELLANEOUS 8.1 No Liability on Collateral. It is understood that Secured Party does not in any way assume any of Grantor’s obligations under any of the Collateral. Grantor hereby agrees to indemnify Secured Party against all liability arising in connection with or on account of any of the Collateral, except for any such liabilities arising on account of Secured Party’s negligence or willful misconduct. 8.2 No Waiver. Secured Party shall not be deemed to have waived any of its rights hereunder or under any other agreement, instrument or paper signed by Grantor unless such waiver is in writing and signed by Secured Party. No delay or omission on the part of Secured Party in exercising any right shall operate as a waiver of such right or any other right. A waiver on any one occasion shall not be construed as a bar to or waiver of any right or remedy on any future occasion. 8.3 Remedies Cumulative. All rights and remedies of Secured Party shall be cumulative and may be exercised singularly or concurrently, at their option, and the exercise or enforcement of any one such right or remedy shall not bar or be a condition to the exercise or enforcement of any other. 8.4 Governing Law. This Agreement shall be construed and enforced in accordance with, and the rights of the parties shall be governed by, the laws of the State of Minnesota, except to the extent that the perfection of the security interest hereunder, or the enforcement of any remedies hereunder, with respect to any particular Collateral shall be governed by the laws of a jurisdiction other than the State of Minnesota. 8.5 Expenses. Grantor agrees to pay the reasonable attorneys’ fees and legal expenses incurred by Secured Party in the exercise of any right or remedy available to it under this Agreement, whether or not suit is commenced, including, without limitation, attorneys’ fees and legal expenses incurred in connection with any appeal of a lower court’s order or judgment. 8.6 Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the successors and assigns of Grantor and Secured Party.


 
18 8.7 Recitals. The above Recitals are true and correct as of the date hereof and constitute a part of this Agreement. 8.8 Severability. Wherever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement shall be prohibited by or invalid under such law, such provision shall be ineffective to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this Agreement. 8.9 No Obligation to Pursue Others. Secured Party has no obligation to attempt to satisfy the Obligations by collecting them from any other person liable for them and Secured Party may release, modify or waive any Collateral provided by any other person to secure any of the Obligations, all without affecting Secured Party’s rights against Grantor. Grantor waives any right it may have to require Secured Party to pursue any third person for any of the Obligations. 8.10 Reinstatement. This Agreement shall remain in full force and effect and continue to be effective should any petition be filed by or against Grantor for liquidation or reorganization, should Grantor become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any significant part of Grantor’s assets, and shall continue to be effective or be reinstated, as the case may be, if at any time payment and performance of the Obligations, or any part thereof, is, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee of the Obligations, whether as a “voidable preference”, “fraudulent conveyance”, or otherwise, all as though such payment or performance had not been made. In the event that any payment, or any part thereof, is rescinded, reduced, restored or returned, the Obligations shall be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returned. 8.11 Waiver of Jury Trial. GRANTOR HEREBY EXPRESSLY WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING TO ENFORCE OR DEFEND ANY RIGHTS (a) UNDER THIS AGREEMENT OR UNDER ANY AMENDMENT, INSTRUMENT, DOCUMENT OR AGREEMENT DELIVERED OR WHICH MAY IN THE FUTURE BE DELIVERED IN CONNECTION HEREWITH, OR (b) ARISING FROM ANY RELATIONSHIP EXISTING IN CONNECTION WITH THIS AGREEMENT, AND AGREE(S) THAT ANY SUCH ACTION OR PROCEEDING SHALL BE TRIED BEFORE A COURT AND NOT BEFORE A JURY. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]


 
IN WITNESS WHEREOF, the undersigned has executed this Agreement as of the date and year first above written. AIR T ACQUISITION 22.1, LLC, a Minnesota limited liability company By: Name: Tracy Kennedy Its: Manager [Security Agreement signature page]


 
EXHIBIT A I. Financing Statements on File Listing Grantor or Any Predecessor in Title as Debtor II. Locations 1. 5000 West 36th Street, Suite 200, Minneapolis, Minnesota 55416 III. Prior Names within the last five years.


 
EXHIBIT B COMMERCIAL TORT CLAIMS None.


 
EX-10.5 6 a105amendedandrestatedpl.htm EX-10.5 a105amendedandrestatedpl
Pledge Agreement (Securities Account) Error! Unknown document property name. AMENDED AND RESTATED PLEDGE AGREEMENT (SECURITIES ACCOUNT) THIS AMENDED AND RESTATED PLEDGE AGREEMENT (the “Agreement”) is made as of November 24, 2025, by Air T, Inc., a Delaware corporation (the “Pledgor”), whose address is 5000 West 36th Street, Suite 200, Minneapolis, MN 55416, in favor of Alerus Financial, National Association, a national banking association (the “Secured Party”), whose address is 2805 Dodd Rd. Ste 160, Eagan, MN 55121. RECITALS A. As a condition precedent to the Secured Party’s agreement to extend credit to certain subsidiaries of the Pledgor (such entities being collectively referred to herein as the “2024 Borrowers”), pursuant to that certain Credit Agreement dated as of August 29, 2024 (as amended to date and as it may be further amended, amended and restated, supplemented, or otherwise modified from time to time, the “Multi-Borrower Credit Agreement”) by and among the 2024 Borrowers, Pledgor, in its separate capacities as “Loan Party Agent” and “Guarantor” (as defined in the Multi-Borrower Credit Agreement), and Secured Party, Secured Party has required that Pledgor pledge the Account and the other Pledged Collateral (as each term is hereinafter defined) to Secured Party pursuant to that certain Pledge Agreement dated as of August 29, 2024 (the “Existing Pledge Agreement”), to secure the prompt and complete performance of all of 2024 Borrowers’ obligations, liabilities and indebtedness under the Multi-Borrower Credit Agreement and related Loan Documents (all such obligations, liabilities and indebtedness being, the “Existing Liabilities”). B. Secured Party has agreed to extend credit to Air T Acquisition 22.1, LLC, a Minnesota limited liability company (“ATA”, and together with the 2024 Borrowers being collectively referred to herein as the “Borrowers”), pursuant to that certain Loan Agreement dated as of even date herewith (as it may be amended, amended and restated, supplemented, or otherwise modified from time to time, the “ATA Credit Agreement”; and together with the Multi-Borrower Credit Agreement being collectively referred to herein as the “Credit Agreements”). C. As a condition precedent to the Secured Party’s agreement to enter into the ATA Credit Agreement and extend credit to ATA, Secured Party requires that the Existing Pledge Agreement be amended and restated in its entirety by this Agreement in order, to among other things, secure the prompt and complete performance of all of ATA’s obligations, liabilities and indebtedness under the ATA Credit Agreement and related Loan Documents (the “ATA Liabilities”) in addition to securing the Existing Liabilities (the Existing Liabilities together with the ATA Liabilities, are hereinafter referred to collectively as the “Liabilities”). D. Unless the context otherwise indicates, capitalized terms used but not otherwise defined herein shall have the meanings given such terms in the 2024 Credit Agreement. NOW, THEREFORE, in consideration of the mutual promises, covenants, representations, and warranties set forth herein and for other good and valuable consideration, the parties hereto agree to amend and restate the Existing Pledge Agreement in its entirety as follows:


 
2 1. Pledge. The Pledgor hereby pledges to the Secured Party, and grants to the Secured Party a security interest in, all of the Pledgor’s right, title and interest in and to Pledgor’s Account No. XXX-XXXXXX (the “Account”) maintained with Piper Sandler & Co. (“Securities Intermediary”) or any replacement account with Securities Intermediary or another financial institution approved by Secured Party in its sole discretion, and all cash, credit balances, securities, including, without limitation, all shares of stock, securities, financial assets, securities entitlements, investment property and all other property now or hereafter held in the Account (collectively, the “Pledged Securities”) and all present and future earnings, dividends, interest and other distributions on any Pledged Securities, all of Pledgor’s other present and future rights relating to any Pledged Collateral, any other assets pledged by the Pledgor to the Secured Party, and all interest thereon and proceeds thereof (collectively, the “Pledged Collateral”). Notwithstanding the foregoing, any earnings, dividends, interest or other distributions or proceeds of the Pledged Collateral with respect to the Account may be paid by the Securities Intermediary to Pledgor until the occurrence of a Default or an Event of Default, whereupon any such amounts received by Pledgor with respect to the Account shall be additional Pledged Collateral and shall be held in the Account and disbursed only in accordance with this Agreement. The terms “security” or “securities”, “security entitlement”, “financial assets” and “investment property” shall be interpreted to have the broadest possible meaning given such terms under Articles 8 and 9 of the UCC. 2. Security for Liabilities. The Pledged Collateral secures the payment and performance of all of the Liabilities. 3. Representations and Warranties. The Pledgor represents and warrants as follows: (a) The Pledgor is and at all times shall be the legal and beneficial owner of the Pledged Collateral, and shall be the legal and beneficial owner of any Pledged Collateral hereafter acquired, free and clear of any lien, security interest, pledge, warrant, option, purchase agreement, shareholders’ agreement, restriction, redemption agreement or other charge, encumbrance or restriction of any nature on the Pledged Collateral, except for the lien and security interest created by this Agreement. The Pledgor has full right to deliver, pledge, assign and transfer the Pledged Collateral to Secured Party as security for the Liabilities. (b) Pledgor shall, immediately upon the execution of this Agreement or promptly thereafter cause Securities Intermediary to execute and deliver to Secured Party a form of account control agreement acceptable to Secured Party (“Control Agreement”) perfecting Secured Party’s security interest in the Pledged Collateral and the proceeds thereof, subject to no prior security interest, lien, charge or encumbrance or agreement purporting to grant a security interest in the Pledged Collateral or any part thereof except those in favor of the Secured Party. (c) No authorization, approval, or other action by, and no notice to or filing with, any governmental authority or regulatory body is required either (i) for the pledge by the Pledgor of the Pledged Collateral pursuant to this Agreement or for the execution, delivery or performance of this Agreement by the Pledgor, or (ii) for the exercise by


 
3 Secured Party of the remedies in respect of the Pledged Collateral pursuant to this Agreement. (d) This Agreement has been duly executed and delivered by the Pledgor and constitutes the valid and binding obligation of the Pledgor, enforceable in accordance with its terms. (e) As of October 31, 2025, the market value of the Pledged Securities in the Account was $XXXX. (f) The Pledged Securities are fully paid and nonassessable. All documentary, stamp or other taxes or fees owing in connection with the transfer and/or pledge of the Pledged Collateral have been paid and will hereafter be paid by Pledgor as such become due and payable. 4. Covenants. The Pledgor covenants and agrees that: (a) At any time and from time to time, at the reasonable expense of the Pledgor, the Pledgor will take all action that may be necessary or desirable, or that Secured Party may request in its sole discretion, in order to perfect and protect any security interest granted or purported to be granted hereby or to enable Secured Party to exercise and enforce Secured Party’s rights and remedies hereunder with respect to any Pledged Collateral and to carry out the provisions and purposes hereof. (b) The Pledgor will not (i) file, vote to file or acquiesce in the filing of, any bankruptcy or insolvency petition under any state or federal bankruptcy or insolvency law with respect to the Pledgor as the debtor, or (ii) vote to liquidate, wind-up or dissolve the Pledgor (or suffer any such liquidation or dissolution). (c) The Pledgor will defend the Pledged Collateral against and take such other action as is necessary to remove, any lien on the Pledged Collateral, and if the Pledgor fails to do so, Secured Party may, but has no obligation to, without waiving or releasing any obligation or liability of the Pledgor under this Agreement or any Event of Default, at any time thereafter make such payment or any part thereof, obtain such discharge or otherwise defend the Pledgor’s title to the Pledged Collateral. (d) Pledgor shall promptly and, in any event with five (5) days of receipt thereof, provide to Secured Party copies of all Account statements and other materials received from Securities Intermediary. (e) Pledgor hereby covenants that, until all of the Liabilities have been satisfied in full, Pledgor will not, without the prior written consent of the Secured Party: (i) Create, incur, or permit to exist any pledge, mortgage, lien, charge, encumbrance or any security interest whatsoever in or with respect to any of the Pledged Collateral or the proceeds thereof, other than that created hereby; or


 
4 (ii) Consent to or approve the issuance of any additional shares of any class of capital stock of any corporations that have issued any of the Pledged Securities or of any of such corporations’ securities convertible voluntarily by the holder thereof or automatically upon the occurrence or non-occurrence of any event or condition into, or exchangeable for, any such shares; or any warrants, options, rights, or other commitments entitling any person to purchase or otherwise acquire any such shares. For avoidance of doubt, until the occurrence of an Event of Default, Pledgor may withdraw cash or Pledged Securities from the Account, at any time and from time to time, provided Pledgor at all times complies with Section 4(d) above. (f) Except as otherwise provided in this Agreement, Pledgor shall accept the following as the Secured Party’s agent, in trust for the Secured Party, and shall deliver such forthwith (but in no event later than five (5) days after Pledgor acquires any stock or trust certificates or other instrument representing or evidencing any of the Pledged Collateral) to the Secured Party in the exact form received with, as applicable, such party’s endorsement when necessary, or appropriate stock powers duly executed in blank, to be held by the Secured Party, subject to the terms hereof, as part of the Pledged Collateral: (i) Stock and trust certificates representing the Pledged Collateral or notes, bonds, debentures, or other instruments constituting Pledged Collateral; (ii) Options, warrants, or rights, whether as an addition to or in substitution or in exchange for any of the Pledged Collateral, or otherwise; (iii) Principal and interest payments, dividends or distributions relating to the Pledged Collateral payable or paid in property, including securities issued by a person other than the issuer of any of the Pledged Collateral; and (iv) Principal and interest payments, dividends or distributions relating to the Pledged Collateral payable or paid in cash. Pending such delivery, all of the Pledged Collateral not delivered to the Secured Party on the date hereof shall be held in trust for the Secured Party, separate and distinct from any other property of Pledgor and free of all liens and claims whatsoever other than the security interest of the Secured Party created hereunder. 5. Application of Proceeds or Cash Held as Collateral. All proceeds of any Pledged Collateral and/or any cash held as Pledged Collateral hereunder shall, upon the occurrence and during the continuance of an Event of Default, be applied in accordance with the terms of this Agreement, the Credit Agreements and the UCC (as hereinafter defined). 6. Secured Party Appointed Attorney-in-Fact. Upon the occurrence and during the continuance of an Event of Default, The Pledgor hereby appoints Secured Party as the Pledgor’s attorney-in-fact, with full authority in the place and stead of the Pledgor and in the name of the Pledgor or otherwise, from time to time in Secured Party’s discretion, following the occurrence of


 
5 an Event of Default, to take any action and to execute any instrument which Secured Party may deem necessary or advisable to accomplish the purposes of this Agreement, including, without limitation, to receive, endorse and collect all instruments made payable to the Pledgor representing any dividend, interest payment or other distribution in respect of the Pledged Collateral or any part thereof and to give full discharge for the same. 7. Secured Party May Perform. Upon the occurrence and during the continuance of an Event of Default, Secured Party may itself perform, or cause performance of, such agreement, and the expenses of Secured Party incurred in connection therewith shall be payable by the Pledgor under Section 14 hereof. 8. Secured Party’s Duties. The powers and rights this Agreement grants to Secured Party are solely to protect Secured Party’s interest in the Pledged Collateral and do not impose any duty on Secured Party to exercise any such powers or rights. Except for the safe custody of any Pledged Collateral in its possession and the accounting or moneys it actually receives under this Agreement, Secured Party does not have any duty as to any Pledged Collateral or to take any steps to preserve rights against any other parties or any other rights pertaining to any Pledged Collateral. 9. Subsequent Changes Affecting Collateral. The Pledgor represents to Secured Party that the Pledgor has made its own arrangements for keeping informed of changes or potential changes affecting the Pledged Collateral (including, but not limited to, payment of distributions or interest), and the Pledgor agrees that Secured Party shall not have any responsibility or liability for informing the Pledgor of any such changes or potential changes or for taking any action or omitting to take any action with respect thereto. 10. Events of Default; Remedies upon an Event of Default. (a) The occurrence of any one or more of the following events shall constitute an “Event of Default” by the Pledgor under this Agreement: (i) the occurrence of an “Event of Default” under either or both Credit Agreements or any other agreements, documents, certificates and instruments executed and delivered to the Lender by any Borrower or other Loan Party in connection therewith (individually or collectively as the context requires, a “Loan Document” or “Loan Documents”); or (ii) the Pledgor shall fail to perform or observe any term, covenant or agreement contained in this Agreement on its part to be performed or observed, or any representation or warranty made by the Pledgor in this Agreement shall be untrue or misleading in any material respect as of the date with respect to which such representation or warranty was made; or (iii) a notice of lien, levy or assessment is filed or recorded with respect to any part of the Pledged Collateral; or (iv) the Control Agreement is terminated without the prior written consent of Secured Party; or


 
6 (v) any part of the Pledged Collateral is attached, seized, subjected to a writ or distress warrant, or is levied upon, or comes within the possession of any receiver, trustee or custodian for the benefit of creditors. (b) If any Event of Default shall have occurred and be continuing, Secured Party may, at its option, do any one or more of the following: (i) elect, by written notice delivered to the Pledgor, to foreclose upon its security interest in the Pledged Collateral, in which case the Pledged Collateral shall automatically be transferred from the Pledgor to Secured Party effective immediately upon the Pledgor’s receipt of such notice, without the need for any further action by Secured Party or any other person; (ii) set off against the Pledged Collateral and apply the Pledged Collateral in payment of the Liabilities in such order as Secured Party may elect in its sole discretion; or (iii) exercise any of its other remedies by reason of an “Event of Default” as provided in the Credit Agreement, the Guaranty or any other Loan Document. Furthermore, Secured Party shall have, in addition to all other rights and remedies given by law or by this Agreement, the Credit Agreement or otherwise, all of the rights and remedies with respect to the Pledged Collateral of a secured party under the Uniform Commercial Code (“Code”) in effect in the State of Minnesota at that time, except that if under any mandatory provisions of law, any or all of the attachment, perfection, or priority of, or remedies with respect to, Secured Party’s security interest in any Pledged Collateral is governed by the Code as enacted and in effect in a jurisdiction other than the State of Minnesota, the term “Code” means the Uniform Commercial Code as enacted and in effect in such other jurisdiction solely for the purposes of its provisions that relate to such attachment, perfection or priority of, or remedies with respect to, Secured Party’s security interest and for purposes of definitions related to such provisions. Pledgor agrees that if any Pledged Securities are sold at any public or private sale, the Secured Party may elect to sell only to a buyer who will give further assurances, satisfactory in form and substance to the Secured Party, respecting compliance with the requirements of the Securities Act of 1933, as amended (the “Securities Act”), and applicable state laws and regulations (“Blue Sky Laws”), and a sale subject to such condition shall be deemed commercially reasonable. If at any time when the Secured Party shall determine to exercise its right to sell all or any part of the Pledged Securities pursuant to this Agreement, such Pledged Securities or the part thereof to be sold shall not, for any reason whatsoever, be effectively registered under the Securities Act or registered or qualified under applicable Blue Sky Laws, as then in effect, Pledgor further agrees that in any sale of any of the Pledged Securities, the Secured Party is hereby authorized to comply with any limitation or restriction in connection with such sale as they may be advised by counsel as is necessary in order to avoid any violation of applicable law (including, without limitation, compliance with such procedures as may restrict the number of prospective bidders and purchasers and/or further restrict such prospective bidders or purchasers to persons who will represent and agree that they are purchasing for their own account for investment and not with a view to the distribution or resale of such Pledged Securities), or in order to obtain any required approval of the sale or of the purchaser by any governmental regulatory authority or official, and Pledgor further agrees that such compliance shall not result in such sale being considered or deemed not to have been made in a commercially reasonable manner, nor shall the Secured Party be liable or


 
7 accountable to Pledgor for any discount allowed by reason of the fact that such Pledged Securities is sold in compliance with any such limitation or restriction. 11. Authority of the Secured Party. The Secured Party shall have and be entitled to exercise all such powers hereunder as are specifically delegated to the Secured Party by the terms hereof, together with such powers as are incidental thereto. Secured Party may execute any of its duties hereunder by or through agents, attorneys or employees. Neither the Secured Party nor any director, officer, agent or employee of the Secured Party shall be liable for any action taken or omitted to be taken by it or them hereunder or in connection herewith. The Pledgor hereby agrees to indemnify and hold harmless the Secured Party and/or any such director, officer, agent, attorney or employee from and against any and all liability incurred by any of them, hereunder or in connection herewith, except to the extent arising out of Secured Party’s gross negligence or willful misconduct. 12. Termination. This Agreement shall be a continuing agreement in every respect and shall remain in full force and effect until all of the Liabilities, both for principal and interest, have been fully paid and satisfied and all agreements of the Secured Party to extend credit to or for the account of the Borrowers have expired or otherwise have been terminated. Upon such termination of this Agreement, the Secured Party shall, upon the request and at the expense of the Pledgor, forthwith release its security interest hereunder. 13. Expenses. The Pledgor agrees to reimburse the Secured Party on demand for any and all reasonable expenses, including the reasonable fees and expenses of its counsel and of any experts and agents, which the Secured Party may incur in connection with (i) the administration of this Agreement, (ii) the custody or preservation of the Pledged Collateral, (iii) the exercise or enforcement of any of the rights of the Secured Party hereunder, or (iv) the failure by the Pledgor to perform or observe any of the provisions hereof. 14. Security Interest Absolute. All rights of the Secured Party and security interests of the Secured Party hereunder, and all obligations of the Pledgor hereunder, shall be absolute and unconditional irrespective of: (i) any lack of validity or enforceability of any of the provisions of the Credit Agreement or any other Loan Document, or any other agreement or instrument relating hereto or thereto; (ii) any change in the time, manner or place of payment of, or in any other term of, all or any of the Liabilities, or any other amendment or waiver of or any consent to any departure from the Credit Agreement or any other Loan Document, or any other agreement or instrument relating hereto or thereto; (iii) any exchange, surrender, release or non-perfection of any other collateral, or any release or amendment or waiver of or consent to departure from any guaranty, for all or any of the Liabilities; or (iv) any other circumstance which might otherwise constitute a defense available to, or a discharge of, the Pledgor in respect of the Liabilities or of this Agreement.


 
8 15. Amendments, Waivers and Consents. No amendment or waiver of any provision of this Agreement nor consent to any departure by the Pledgor herefrom, shall in any event be effective unless the same shall be in writing and signed by the Secured Party, and then such amendment, waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. 16. Notices. Any notices and other communications permitted or required by the provisions of this Agreement shall be in writing and shall be deemed to have been properly given or served by (i) personal delivery, (ii) depositing the same with the United States Postal Service, or any official successor thereto, designated as Registered or Certified Mail, Return Receipt Requested, bearing adequate postage, or (iii) depositing the same with a reputable private courier or overnight delivery service, in each case addressed as hereinafter provided. Each such notice shall be effective (a) immediately upon personal delivery; (b) three (3) days after being deposited in the U.S. Mails as aforesaid, or (c) one (1) Business Day after being deposited with such courier or overnight delivery service; provided, however, the time period within which a response to any such notice must be given shall commence to run from the date of receipt of the notice by the addressee thereof. Rejection or other refusal to accept or the inability to deliver because of changed address of which no notice was given shall be deemed to be receipt of the notice sent. By giving to the other party hereto at least ten (10) days' notice thereof, either party hereto shall have the right from time to time to change its address and shall have the right to specify as its address any other address within the United States of America. Each notice to Secured Party shall be addressed as follows: Alerus Financial, National Association, 2805 Dodd Rd. Ste 160 Eagan, MN 55121 Attention: Eric P. Gundersen, Senior Vice President with a copy to (which shall not constitute notice or service of process): Fabyanske, Westra, Hart & Thomson, P.A. 80 South Eighth Street, Suite 1900 Minneapolis, MN 55402 Attention: Frederick H. Ladner, Esq. Each notice to Pledgor shall be addressed as follows: Air T, Inc. 5000 West 36th Street, Suite 200 Minneapolis, MN 55416 Attention: Mark Jundt, Esq. with a copy to (which shall not constitute notice or service of process): Faegre Drinker Biddle & Reath LLP 2200 Wells Fargo Center 90 South Seventh Street


 
9 Minneapolis, Minnesota 55402 Attention: Nicole J. Leimer, Esq. Email: XXXX@faegredrinker.com and Winthrop & Weinstine, P.A. 225 South Sixth Street Minneapolis, MN 55402-4629 Attention: Philip Colton, Esq. 17. Continuing Security Interest. Subject to the termination provisions of Section 12, This Agreement shall create a continuing security interest in the Pledged Collateral and shall (i) remain in full force and effect until satisfaction and performance in full of all Liabilities; (ii) be binding upon the Pledgor, and each of its successors and assigns; and (iii) inure to the benefit of the Secured Party and its respective successors, transferees and assigns. In the event that any payment in respect of the Liabilities received by the Secured Party is subsequently invalidated, declared to be fraudulent or preferential, set aside and/or required to be repaid by the Secured Party under any bankruptcy law, state or federal law, common law or equitable theory, then to the extent of such payment or repayment made by the Secured Party, the Liabilities shall be reinstated and continued in full force and effect and the security interest granted hereby shall continue to secure such reinstated Liabilities. 18. Waivers. The Pledgor waives presentment and demand for payment of any of the Liabilities, protest and notice of dishonor or default with respect to any of the Liabilities, and all other notices to which the Pledgor might otherwise be entitled, except as otherwise expressly provided herein. 19. Governing Law; Severability. This Agreement shall be governed by and construed in accordance with the internal laws (as opposed to conflict of law provisions) and decisions of the State of Minnesota. Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but, if any provision of this Agreement shall be interpreted in such manner as to be ineffective or invalid under applicable law, such provisions shall be ineffective or invalid only to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this Agreement. 20. Waiver of Jury Trial. EACH PARTY HERETO HEREBY WAIVES TRIAL BY JURY IN ANY JUDICIAL PROCEEDING TO WHICH IT IS INVOLVED DIRECTLY OR INDIRECTLY AND WHICH IN ANY WAY ARISES OUT OF, IS RELATED TO, OR IS CONNECTED WITH THIS AGREEMENT OR THE RELATIONSHIP ESTABLISHED HEREUNDER, WHETHER ARISING OR ASSERTED BEFORE OR AFTER THE DATE OF THIS AGREEMENT. 21. Uniform Commercial Code Definitions. Unless otherwise defined herein or in the Credit Agreements, terms defined in Articles 8 and 9 of the Uniform Commercial Code of


 
10 Minnesota are used herein as therein defined. The singular shall include the plural and vice versa and any gender shall include any other gender as the text shall indicate. 22. Section Headings. The section headings herein are for convenience of reference only, and shall not affect in any way the interpretation of any of the provisions hereof. 23. Counterparts and Signatures. This Agreement may be executed in counterpart, each of which shall be deemed an original but all of which shall constitute one and the same instrument. The signature of any individual on a counterpart copy of this Agreement transmitted by facsimile or other electronic transmission shall for all purposes be deemed an original. 24. Amendment and Restatement. This Amended and Restated Pledge Agreement amends, restates and supersedes the Existing Pledge Agreement in its entirety. Delivery and acceptance of this Amended and Restated Pledge Agreement shall not evidence release or satisfaction of or a novation with respect to such prior agreement or any obligations of Pledgor under such prior agreement, which obligations remain outstanding and shall be secured by this Amended and Restated Pledge Agreement. The liens, security interests, assignments and other rights evidenced by this Amended and Restated Pledge Agreement are hereby renewed and extended to secure payment of the Liabilities. [Remainder of Page Intentionally Left Blank]


 
IN WITNESS WHEREOF, the parties hereto have caused this Amended and Restated Pledge Agreement to be duly executed and delivered to be effective as of the date first written above. PLEDGOR Air T, Inc., a Delaware corporation By: Name: Tracy Kennedy Title: Chief Financial Officer SECURED PARTY Alerus Financial National Association, a national banking association By: Name: Eric P. Gundersen Its: Senior Vice President [Amended and Restated Pledge Agreement Signature Page]


 
EX-10.6 7 a106membershipinterestpl.htm EX-10.6 a106membershipinterestpl
Error! Unknown document property name. PLEDGE AGREEMENT This PLEDGE AGREEMENT, dated as of November 24, 2025 (as amended, supplemented, or otherwise modified from time to time in accordance with the provisions hereof, this "Agreement"), made by Air T, Inc., a Delaware corporation (the "Pledgor"), in favor of Alerus Financial, National Association, a national banking association (the "Secured Party"). WHEREAS, on the date hereof, the Secured Party has agreed to make a loan to the Pledgor’s subsidiary, Air T Acquisition 22.1, LLC, a Minnesota limited liability company (the “Borrower”) in an unpaid principal amount not exceeding Six Million Dollars ($6,000,000) (the "Loan"), pursuant to that certain Loan Agreement of even date herewith by and between the Borrower and Secured Party (as amended, supplemented, or otherwise modified from time to time, the "Loan Agreement"). Capitalized terms used but not otherwise defined herein shall have the meanings assigned to such terms in the Loan Agreement; WHEREAS, this Agreement is given by the Pledgor in favor of the Secured Party to secure the payment and performance of all of the Secured Obligations (hereinafter defined); and WHEREAS, it is a condition to the obligations of the Secured Party to make the Loan under the Loan Agreement that the Pledgor execute and deliver this Agreement. NOW, THEREFORE, in consideration of the mutual covenants, terms, and conditions set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows: 1. Definitions. (a) Unless otherwise specified herein, all references to Sections and Schedules herein are to Sections and Schedules of this Agreement. (b) Unless otherwise defined herein, terms used herein that are defined in the UCC shall have the meanings assigned to them in the UCC. However, if a term is defined in Article 9 of the UCC differently than in another Article of the UCC, the term has the meaning specified in Article 9. (c) For purposes of this Agreement, the following terms shall have the following meanings: "Collateral" has the meaning set forth in Section 2. "Event of Default" has the meaning set forth in the Loan Agreement. "Pledged Shares" means the stock, membership interest and other securities described in Schedule 1 hereto and issued by the issuers named therein, and the certificates, instruments, and agreements representing the Pledged Shares and includes any securities or other interests, howsoever evidenced or denominated, received by the Pledgor in exchange for or as a dividend or distribution on or otherwise received in respect of the Pledged Shares.


 
"Proceeds" means "proceeds" as such term is defined in Section 9-102 of the UCC and, in any event, shall include, without limitation, all dividends or other income from the Pledged Shares, collections thereon, or distributions with respect thereto. "Secured Obligations" has the meaning set forth in Section 3. "UCC" means the Uniform Commercial Code as in effect from time to time in the State of Minnesota or, when the laws of any other state govern the method or manner of the perfection or enforcement of any security interest in any of the Collateral, the Uniform Commercial Code as in effect from time to time in such state. 2. Pledge. The Pledgor hereby pledges, assigns, and grants to the Secured Party, and hereby creates a continuing first priority lien and security interest in favor of the Secured Party in and to all of its right, title, and interest in and to the following, wherever located, whether now existing or hereafter from time to time arising or acquired (collectively, the "Collateral"): (a) the Pledged Shares; and (b) all Proceeds and products of the foregoing, all books and records relating to the foregoing, all supporting obligations related thereto, and all accessions to, substitutions, and replacements for, and profits and products of, each of the foregoing, and any and all Proceeds of any insurance, indemnity, warranty, or guaranty payable to the Pledgor from time to time with respect to any of the foregoing. 3. Secured Obligations. The Collateral secures the due and prompt payment and performance of: (a) the obligations of the Borrower from time to time arising under the Loan Agreement, this Agreement or otherwise with respect to the due and prompt payment of (i) the principal of and premium, if any, and interest on the Loan (including interest accruing during the pendency of any bankruptcy, insolvency, receivership, or other similar proceeding, regardless of whether allowed or allowable in such proceeding), when and as due, whether at maturity, by acceleration, upon one or more dates set for prepayment, or otherwise and (ii) all other monetary obligations, including fees, costs, attorneys' fees and disbursements, reimbursement obligations, contract causes of action, expenses, and indemnities, whether primary or secondary, direct or indirect, absolute or contingent, due or to become due, now existing or hereafter arising, fixed ,or otherwise (including monetary obligations incurred during the pendency of any bankruptcy, insolvency, receivership, or other similar proceeding, regardless of whether allowed or allowable in such proceeding), of the Borrower under or in respect of the Loan Agreement and this Agreement; and (b) all other covenants, duties, debts, obligations, and liabilities of any kind of the Borrower under or in respect of the Loan Agreement, this Agreement, or any other document made, delivered, or given in connection with any of the foregoing, in each case whether evidenced by a note or other writing, whether allowed in any bankruptcy, insolvency, receivership, or other similar proceeding, whether arising from an extension of credit, issuance of a letter of credit, acceptance, loan, guaranty, indemnification, or


 
otherwise, and whether primary or secondary, direct or indirect, absolute or contingent, due or to become due, now existing or hereafter arising, fixed, or otherwise (all such obligations, covenants, duties, debts, liabilities, sums, and expenses set forth in Section 3 being herein collectively called the "Secured Obligations"). 4. Perfection of Pledge. (a) The Pledgor shall, from time to time, as may be required by the Secured Party with respect to all Collateral, immediately take all actions as may be requested by the Secured Party to perfect the security interest of the Secured Party in the Collateral, including, without limitation, with respect to all Collateral over which control may be obtained within the meaning of Section 8-106 of the UCC, the Pledgor shall immediately take all actions as may be requested from time to time by the Secured Party so that control of such Collateral is obtained and at all times held by the Secured Party. All of the foregoing shall be at the sole cost and expense of the Pledgor. (b) The Pledgor hereby irrevocably authorizes the Secured Party at any time and from time to time to file in any relevant jurisdiction any financing statements and amendments thereto that contain the information required by Article 9 of the UCC of each applicable jurisdiction for the filing of any financing statement or amendment relating to the Collateral, without the signature of the Pledgor where permitted by law. The Pledgor agrees to provide all information required by the Secured Party pursuant to this Section promptly to the Secured Party upon request. 5. Representations and Warranties. The Pledgor represents and warrants as follows: (a) The Pledged Shares have been duly authorized and validly issued, and are fully paid and non-assessable and subject to no options to purchase or similar rights. All information set forth in Schedule 1 relating to the Pledged Shares is accurate and complete. (b) At the time the Collateral becomes subject to the lien and security interest created by this Agreement, the Pledgor will be the sole, direct, legal, and beneficial owner thereof, free and clear of any lien, security interest, encumbrance, claim, option, or right of others except for the security interest created by this Agreement. (c) The pledge of the Collateral pursuant to this Agreement creates a valid and perfected first priority security interest in the Collateral, securing the payment and performance when due of the Secured Obligations. (d) It has full power, authority, and legal right to borrow the Loan and pledge the Collateral pursuant to this Agreement. (e) This Agreement has been duly authorized, executed, and delivered by the Pledgor and constitutes a legal, valid, and binding obligation of the Pledgor enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, or other similar laws affecting creditors' rights generally and subject to equitable principles (regardless of whether enforcement is sought in equity or at law).


 
(f) No authorization, approval, or other action by, and no notice to or filing with, any governmental authority, regulatory body, or any other entity is required for the pledge by the Pledgor of the Collateral pursuant to this Agreement or for the execution and delivery of this Agreement by the Pledgor or the performance by the Pledgor of its obligations hereunder. (g) The execution and delivery of this Agreement by the Pledgor and the performance by the Pledgor of its obligations thereunder, will not violate any provision of any applicable law or regulation or any order, judgment, writ, award, or decree of any court, arbitrator, or governmental authority, domestic or foreign, applicable to the Pledgor or any of its property, or the organizational or governing documents of the Pledgor or any agreement or instrument to which the Pledgor is party or by which it or its property is bound. (h) The Pledgor has taken all action required on its part for control (as defined in Section 8-106 of the UCC) to have been obtained by the Secured Party over all Collateral with respect to which such control may be obtained pursuant to the UCC. No person other than the Secured Party has control or possession of all or any part of the Collateral. 6. Dividends and Voting Rights. The Secured Party agrees that unless an Event of Default shall have occurred and be continuing, the Pledgor may, to the extent the Pledgor has such right as a holder of the Pledged Shares, vote and give consents, ratifications, and waivers with respect thereto, except to the extent that any such vote, consent, ratification, or waiver could detract from the value thereof as Collateral or could be inconsistent with or result in any violation of any provision of the Loan Agreement or this Agreement. 7. Further Assurances. (a) The Pledgor shall, at its own cost and expense, defend title to the Collateral and the first priority lien and security interest of the Secured Party therein against the claim of any person claiming against or through the Pledgor and shall maintain and preserve such perfected first priority security interest for so long as this Agreement shall remain in effect. (b) The Pledgor agrees that at any time and from time to time, at the expense of the Pledgor, the Pledgor will promptly execute and deliver all further instruments and documents, obtain such agreements from third parties, and take all further action, that may be necessary or desirable, or that the Secured Party may reasonably request, in order to create and/or maintain the validity, perfection, or priority of and protect any security interest granted or purported to be granted hereby or to enable the Secured Party to exercise and enforce its rights and remedies hereunder or under any other agreement with respect to any Collateral. (c) The Pledgor will not, without providing at least thirty (30) days' prior written notice to the Secured Party, change its legal name, identity, type of organization, jurisdiction of organization, corporate structure, location of its chief executive office or its principal place of business, its Federal Taxpayer Identification Number or its organizational identification number. The Pledgor will, prior to any change described in


 
the preceding sentence, take all actions requested by the Secured Party to maintain the perfection and priority of the Secured Party's security interest in the Collateral. 8. Transfers and Other Liens. The Pledgor agrees that it will not sell, offer to sell, dispose of, convey, assign, or otherwise transfer, grant any option with respect to, restrict, or grant, create, permit, or suffer to exist any mortgage, pledge, lien, security interest, option, right of first offer, encumbrance, or other restriction or limitation of any nature whatsoever on, any of the Collateral or any interest therein except as expressly provided for herein or with the prior written consent of the Secured Party. 9. Secured Party Appointed Attorney-in-Fact. The Pledgor hereby appoints the Secured Party the Pledgor's attorney-in-fact, with full authority in the place and stead of the Pledgor and in the name of the Pledgor or otherwise, from time to time during the continuance of an Event of Default in the Secured Party's discretion to take any action and to execute any instrument which the Secured Party may deem necessary or advisable to accomplish the purposes of this Agreement, including, without limitation, to receive, endorse, and collect all instruments made payable to the Pledgor representing any dividend, interest payment, or other distribution in respect of the Collateral or any part thereof and to give full discharge for the same (but the Secured Party shall not be obligated to and shall have no liability to the Pledgor or any third party for failure to do so or take action). Such appointment, being coupled with an interest, shall be irrevocable. The Pledgor hereby ratifies all that said attorneys shall lawfully do or cause to be done by virtue hereof. 10. Secured Party May Perform. If the Pledgor fails to perform any obligation contained in this Agreement, or if any representation or warranty on the part of the Pledgor contained herein shall be breached, the Secured Party may itself perform, or cause performance of, such obligation, or remedy such breach, and the expenses of the Secured Party incurred in connection therewith shall be payable by the Pledgor; provided that the Secured Party shall not be required to perform or discharge any obligation of the Pledgor. Neither the provisions of this Section 10 nor any action taken by the Secured Party pursuant to the provisions of this Section 10 shall prevent any such failure to observe any covenant contained in this Agreement or any breach of representation or warranty from constituting an Event of Default. 11. Reasonable Care. The Secured Party shall have no duty with respect to the care and preservation of the Collateral beyond the exercise of reasonable care. The Secured Party shall be deemed to have exercised reasonable care in the custody and preservation of the Collateral in its possession if the Collateral is accorded treatment substantially equal to that which the Secured Party accords its own property, it being understood that the Secured Party shall not have any responsibility for (a) ascertaining or taking action with respect to calls, conversions, exchanges, maturities, tenders, or other matters relative to any Collateral, whether or not the Secured Party has or is deemed to have knowledge of such matters, or (b) taking any necessary steps to preserve rights against any parties with respect to any Collateral. Nothing set forth in this Agreement, nor the exercise by the Secured Party of any of the rights and remedies hereunder, shall relieve the Pledgor from the performance of any obligation on the Pledgor's part to be performed or observed in respect of any of the Collateral. 12. Remedies Upon Default.


 
(a) If any Event of Default shall have occurred and be continuing, the Secured Party may, without any other notice to or demand upon the Pledgor, assert all rights and remedies of a secured party under the UCC or other applicable law, including, without limitation, the right to take possession of, hold, collect, sell, lease, deliver, grant options to purchase or otherwise retain, liquidate, or dispose of all or any portion of the Collateral. If notice prior to disposition of the Collateral or any portion thereof is necessary under applicable law, written notice mailed to the Pledgor at its notice address as provided in Section 1 ten (10) days prior to the date of such disposition shall constitute reasonable notice, but notice given in any other reasonable manner shall be sufficient. So long as the sale of the Collateral is made in a commercially reasonable manner, the Secured Party may sell such Collateral on such terms and to such purchaser(s) as the Secured Party in its absolute discretion may choose, without assuming any credit risk and without any obligation to advertise or give notice of any kind other than that necessary under applicable law. Without precluding any other methods of sale, the sale of the Collateral or any portion thereof shall have been made in a commercially reasonable manner if conducted in conformity with reasonable commercial practices of creditors disposing of similar property. At any sale of the Collateral, if permitted by applicable law, the Secured Party may be the purchaser, licensee, assignee or recipient of the Collateral or any part thereof and shall be entitled, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold, assigned, or licensed at such sale, to use and apply any of the Secured Obligations as a credit on account of the purchase price of the Collateral or any part thereof payable at such sale. To the extent permitted by applicable law, the Pledgor waives all claims, damages, and demands it may acquire against the Secured Party arising out of the exercise by it of any rights hereunder. The Pledgor hereby waives and releases to the fullest extent permitted by law any right or equity of redemption with respect to the Collateral, whether before or after sale hereunder, and all rights, if any, of marshalling the Collateral and any other security for the Secured Obligations or otherwise. At any such sale, unless prohibited by applicable law, the Secured Party or any custodian may bid for and purchase all or any part of the Collateral so sold free from any such right or equity of redemption. Neither the Secured Party nor any custodian shall be liable for failure to collect or realize upon any or all of the Collateral or for any delay in so doing, nor shall it be under any obligation to take any action whatsoever with regard thereto. The Pledgor agrees that it would not be commercially unreasonable for the Secured Party to dispose of the Collateral or any portion thereof by utilizing internet sites that provide for the auction of assets of the type included in the Collateral or that have the reasonable capability of doing so, or that match buyers and sellers of assets. The Secured Party shall not be obligated to clean-up or otherwise prepare the Collateral for sale. (b) If any Event of Default shall have occurred and be continuing, all rights of the Pledgor to (i) exercise the voting and other consensual rights it would otherwise be entitled to exercise pursuant to Section 6(a) and (ii) receive the dividends and other distributions which it would otherwise be entitled to receive and retain pursuant to Section 6(b), shall immediately cease, and all such rights shall thereupon become vested in the Secured Party, which shall have the sole right to exercise such voting and other consensual rights and receive and hold such dividends and other distributions as Collateral.


 
(c) If any Event of Default shall have occurred and be continuing, any cash held by the Secured Party as Collateral and all cash Proceeds received by the Secured Party in respect of any sale of, collection from, or other realization upon all or any part of the Collateral shall be applied in whole or in part by the Secured Party to the payment of expenses incurred by the Secured Party in connection with the foregoing or incidental to the care or safekeeping of any of the Collateral or in any way relating to the Collateral or the rights of the Secured Party hereunder, including reasonable attorneys' fees, and the balance of such proceeds shall be applied or set off against all or any part of the Secured Obligations in such order as the Secured Party shall elect. Any surplus of such cash or cash Proceeds held by the Secured Party and remaining after payment in full of all the Secured Obligations shall be paid over to the Pledgor or to whomsoever may be lawfully entitled to receive such surplus. The Pledgor shall remain liable for any deficiency if such cash and the cash Proceeds of any sale or other realization of the Collateral are insufficient to pay the Secured Obligations and the fees and other charges of any attorneys employed by the Secured Party to collect such deficiency. (d) If the Secured Party shall determine to exercise its rights to sell all or any of the Collateral pursuant to this Section, the Pledgor agrees that, upon request of the Secured Party, the Pledgor will, at its own expense, do or cause to be done all such acts and things as may be necessary to make such sale of the Collateral or any part thereof valid and binding and in compliance with applicable law. 13. No Waiver and Cumulative Remedies. The Secured Party shall not by any act (except by a written instrument pursuant to Section 15), 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. All rights and remedies herein provided are cumulative and are not exclusive of any rights or remedies provided by law. 14. SECURITY INTEREST ABSOLUTE. The Pledgor hereby waives demand, notice, protest, notice of acceptance of this Agreement, notice of loans made, credit extended, Collateral received or delivered, or other action taken in reliance hereon and all other demands and notices of any description. All rights of the Secured Party and liens and security interests hereunder, and all Secured Obligations of the Pledgor hereunder, shall be absolute and unconditional irrespective of: (a) any illegality or lack of validity or enforceability of any Secured Obligation or any related agreement or instrument; (b) any change in the time, place, or manner of payment of, or in any other term of, the Secured Obligations, or any rescission, waiver, amendment, or other modification of the Loan Agreement, this Agreement, or any other agreement, including any increase in the Secured Obligations resulting from any extension of additional credit or otherwise; (c) any taking, exchange, substitution, release, impairment, or non-perfection of any Collateral or any other collateral, or any taking, release, impairment, amendment, waiver, or other modification of any guaranty, for all or any of the Secured Obligations;


 
(d) any manner of sale, disposition, or application of proceeds of any Collateral or any other collateral or other assets to all or part of the Secured Obligations; (e) any default, failure, or delay, willful or otherwise, in the performance of the Secured Obligations; (f) any defense, set-off, or counterclaim (other than a defense of payment or performance) that may at any time be available to, or be asserted by, the Pledgor against the Secured Party; or (g) any other circumstance (including, without limitation, any statute of limitations) or manner of administering the Loan or any existence of or reliance on any representation by the Secured Party that might vary the risk of the Pledgor or otherwise operate as a defense available to, or a legal or equitable discharge of, the Pledgor or any other grantor, guarantor, or surety. 15. Amendments. None of the terms or provisions of this Agreement may be amended, modified, supplemented, terminated, or waived, and no consent to any departure by the Pledgor therefrom shall be effective unless the same shall be in writing and signed by the Secured Party and the Pledgor, and then such amendment, modification, supplement, waiver, or consent shall be effective only in the specific instance and for the specific purpose for which made or given. 1. Notices. Any notices and other communications permitted or required by the provisions of this Agreement shall be in writing and shall be deemed to have been properly given or served by (i) personal delivery, (ii) depositing the same with the United States Postal Service, or any official successor thereto, designated as Registered or Certified Mail, Return Receipt Requested, bearing adequate postage, or (iii) depositing the same with a reputable private courier or overnight delivery service, in each case addressed as hereinafter provided. Each such notice shall be effective (a) immediately upon personal delivery; (b) three (3) days after being deposited in the U.S. Mails as aforesaid, or (c) one (1) Business Day after being deposited with such courier or overnight delivery service; provided, however, the time period within which a response to any such notice must be given shall commence to run from the date of receipt of the notice by the addressee thereof. Rejection or other refusal to accept or the inability to deliver because of changed address of which no notice was given shall be deemed to be receipt of the notice sent. By giving to the other party hereto at least ten (10) days' notice thereof, either party hereto shall have the right from time to time to change its address and shall have the right to specify as its address any other address within the United States of America. Each notice to Secured Party shall be addressed as follows: Alerus Financial, National Association, 2805 Dodd Rd. Ste 160 Eagan, MN 55121 Attention: Eric P. Gundersen, Senior Vice President with a copy to (which shall not constitute notice or service of process):


 
Fabyanske, Westra, Hart & Thomson, P.A. 80 South Eighth Street, Suite 1900 Minneapolis, MN 55402 Attention: Frederick H. Ladner, Esq. Each notice to Pledgor shall be addressed as follows: Air T, Inc. 5000 West 36th Street, Suite 200 Minneapolis, MN 55416 Attention: Mark Jundt, Esq. with a copy to (which shall not constitute notice or service of process): Faegre Drinker Biddle & Reath LLP 2200 Wells Fargo Center 90 South Seventh Street Minneapolis, Minnesota 55402 Attention: Nicole J. Leimer, Esq. Email: XXXX@faegredrinker.com and Winthrop & Weinstine, P.A. 225 South Sixth Street Minneapolis, MN 55402-4629 Attention: Philip Colton, Esq. 16. Continuing Security Interest; Further Actions. This Agreement shall create a continuing first priority lien and security interest in the Collateral and shall (a) subject to Section 17, remain in full force and effect until payment and performance in full of the Secured Obligations, (b) be binding upon the Pledgor, its successors and assigns, and (c) inure to the benefit of the Secured Party and its successors, transferees and assigns; provided that the Pledgor may not assign or otherwise transfer any of its rights or obligations under this Agreement without the prior written consent of the Secured Party. Without limiting the generality of the foregoing clause (c), any assignee of the Secured Party's interest in any agreement or document which includes all or any of the Secured Obligations shall, upon assignment, become vested with all the benefits granted to the Secured Party herein with respect to such Secured Obligations. 17. Termination; Release. On the date on which the Loan and other Secured Obligations have been paid and performed in full, the Secured Party will, at the request and sole expense of the Pledgor, (1) duly assign, transfer, and deliver to or at the direction of the Pledgor (without recourse and without any representation or warranty) such of the Collateral as may then remain in the possession of the Secured Party, together with any monies at the time held by the Secured Party hereunder, and (2) execute and deliver to the Pledgor a proper instrument or instruments acknowledging the satisfaction and termination of this Agreement.


 
18. GOVERNING LAW. This Agreement and the Loan Agreement 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 Agreement or the Loan Agreement (except, as to the Loan Agreement, as expressly set forth therein) and the transactions contemplated hereby and thereby shall be governed by, and construed in accordance with, the laws of the State of Minnesota. The other provisions of Section 9.09 of the Loan Agreement are incorporated herein, mutatis mutandis, as if a part hereof. 19. Counterparts. This Agreement and any amendments, waivers, consents, or supplements hereto may be executed in counterparts (and by different parties hereto in different counterparts), each of which shall constitute an original, but all taken together shall constitute a single contract. Delivery of an executed counterpart of a signature page to this Agreement by facsimile or in electronic (i.e., "pdf" or "tif") format shall be effective as delivery of a manually executed counterpart of this Agreement; provided, that, Pledgor agrees to promptly deliver a manually executed counterpart of this Agreement to Secured Party. This Agreement and the Loan Agreement constitute the entire contract among the parties with respect to the subject matter hereof and supersede all previous agreements and understandings, oral or written, with respect thereto. [SIGNATURE PAGE FOLLOWS]


 
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written. Air T, Inc., as Pledgor By: Name: Tracy Kennedy Title: Chief Financial Officer Address for Notices: 5000 West 36th Street, Suite 200 Minneapolis, MN 55416 Alerus Financial, National Association, as Secured Party By Name: Eric P. Gundersen Title: Senior Vice President Address for Notices: 2805 Dodd Rd. Ste 160 Eagan, MN 55121 [Pledge Agreement Signature Page]


 
SCHEDULE 1 PLEDGED SHARES (Description of Pledged Shares) Stock or Membership Interests Issued By Certificate Number(s) Percentage Interest Air T Acquisition, LLC N/A 100%


 
ACKNOWLEDGMENT AND CONSENT Air T Acquisition 22.1, LLC, a Minnesota limited liability company (the “Company”) hereby consents to the pledge and security interest of the Pledged Shares granted by Air T, Inc., a Delaware corporation (“Pledgor”) to the Secured Party as contemplated by the Pledge Agreement, to which this Acknowledgement and Consent is attached. The Company shall not distribute or cause to be distributed any money or other property to Pledgor, whether in the form of earnings, income or other proceeds, nor shall the Company repay any principal or interest on any loan or other advance made to the Company by Pledgor, nor shall the Company loan or advance any funds to Pledgor, except the Company shall make such distributions to the Secured Party upon the Secured Party’s request during the term of the Pledge Agreement. Air T Acquisition 22.1, LLC, a Minnesota limited liability company By: Name: Tracy Kennedy Title: Manager


 
EX-10.7 8 a107master_loanxagreemen.htm EX-10.7 a107master_loanxagreemen
MASTER LOAN AGREEMENT THIS MASTER LOAN AGREEMENT (this “Agreement”), is made as of this 24th day of November, 2025, by and among CONTRAIL AVIATION SUPPORT, LLC (“CAS”), CONTRAIL AVIATION LEASING, LLC (“CAL”, and together with CAS, each a “Borrower,” and collectively, the “Borrowers”) and ALERUS FINANCIAL, NATIONAL ASSOCIATION (the “Lender,” and together with Borrowers, collectively the “Parties”). WHEREAS, Borrowers desire to obtain a loan from Lender in the original principal amount of Fifteen Million Dollars ($15,000,000.00) (“Loan”), the proceeds of which Borrowers shall use for the purchase the aircraft engines and working capital needs. WHEREAS, Lender is willing to extend the Loan to Borrowers, subject to the terms and conditions of this Agreement and the other Loan Documents. WHEREAS the Parties also wish and intend that the terms and conditions hereof will apply to and control all credit facilities or other financial accommodations extended by Lender to either or both Borrowers concurrently with or following the date of this Agreement. NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties agree that the Existing Loan Agreements are hereby amended, restated and consolidated in their entirety to read as follows: 1. NATURE AND EXTENT OF AGREEMENT. Borrower has received prior commercial loans from Lender or has applied to Lender for a commercial loan or loans or other financial accommodations, including those which may be described on any Supplement to this Agreement. Borrower understands and agrees that: (a) in granting, renewing, or extending any loan, Lender is relying on Borrower’s representations, warranties, and agreements as set forth in this Agreement; (b) the granting, renewing or extending of any loan by Lender at all times shall be subject to Lender’s sole judgment and discretion; and (c) all such Loans shall be and remain subject to the terms and conditions of this Agreement. 2. DEFINITIONS; RULES OF INTERPRETATION. 2.1 Definitions. As used in this Agreement, the following terms have the following meanings: “1-Month Term SOFR Rate” means the rate per annum of a one-month forward looking term rate based on the Secured Overnight Financing Rate (“SOFR”) that is administered by the CME Group and published on its website at 5 a.m. Chicago time each day that the Federal Reserve Bank of New York publishes SOFR, set two U.S. Government Securities Business Days prior to the Interest Payment Date, with such other conventions established by Lender in accordance with industry standards, as determined in its reasonable discretion. Docusign Envelope ID: 996A8D70-00DF-4C1B-88F2-39337398B8F9


 
2 “Affiliate” means, as to any Person, any other Person, directly or indirectly controlling, controlled by or under common control with such Person. A Person shall be deemed to control another Person if the controlling Person (a) owns 10% or more of any class of voting Equity Interests of the controlled Person or (b) possesses, directly or indirectly, the power to direct or cause the direction of the management or policies of the controlled Person, whether by ownership of Equity Interests, by contract or otherwise. “Borrowing Date” means each date on which a Loan was or is made by Lender to a Borrower, including, but not limited to, each advance, loan, disbursement or draw under any revolving loan facility extended by Lender to Borrower hereunder or under a Supplement hereto. “Business Day” means any day that the Lender is open for business for normal business hours at its offices in Evansville, Indiana, excluding all Saturdays, Sundays and federally designated Bank holidays. “Capital Contributions” means cash acquired from an owner, partner, member or shareholder, the GAAP accounting effect of which is to increase the equity capital. “Capital Expenditures” means any expenditures made directly or indirectly for the purpose of acquiring or constructing fixed assets, real property or equipment which, in accordance with GAAP, would be added as a debit to the fixed assets account of a Borrower, including, without limitation, amounts paid or payable under any conditional sale or other title retention agreement or under any lease or other periodic payment arrangement which is of such a nature that payment obligations of the lessee or obligor thereunder would be required by GAAP to be capitalized and shown as liabilities on the balance sheet of such lessee or obligor. “Closing Date” means the dated upon which all conditions for borrowing as set forth in Section 5 of this Agreement or contained in a Supplement hereto are met or waived by Lender in writing for a given Loan. “Code” means the Internal Revenue Code of 1986, as amended. “Collateral” means any and all collateral described in any Collateral Document. “Collateral Documents” means the documents described in Section 5.1(b), 5.1(c) or any Supplement hereto and any other document, instrument or agreement previously, now or hereafter furnished by a Person to Lender which provides collateral for the Obligations or the obligations of a Guarantor to Lender, or which requires insurance for Collateral or for either Borrower. “Contingent Obligation” means, as to any Person, any direct or indirect liability of that Person, whether or not contingent, with or without recourse, (a) with respect to any Indebtedness, lease, dividend, letter of credit or other obligation (the “primary obligations”) of another Person (each, a “Guaranty Obligation”); (b) with respect to any letter of credit, banker’s acceptance, bank guaranty, surety bond and other Docusign Envelope ID: 996A8D70-00DF-4C1B-88F2-39337398B8F9


 
3 similar instruments issued for the account of that Person or as to which that Person is otherwise liable for reimbursement of drawings or payments; (c) to purchase any materials, supplies or other property from, or to obtain the services of, another Person if the relevant contract or other related document or obligation requires that payment for such materials, supplies or other property, or for such services, shall be made regardless of whether delivery of such materials, supplies or other property is ever made or tendered, or such services are ever performed or tendered, or (d) in respect of any Swap Contract. The amount of any Contingent Obligation shall (x) in the case of Guaranty Obligations, be deemed equal to the stated or determinable amount of the primary obligation in respect of which such Guaranty Obligation is made or, if not stated or if indeterminable, the maximum reasonably anticipated liability in respect thereof, (y) in the case of Swap Contracts, equal the Swap Termination Value in the case of Swap Contracts under which a “termination event” or “event of default” has occurred and, in all other cases, shall equal $0 and (z) in the case of other Contingent Obligations, be deemed equal to the maximum reasonably anticipated liability of the Person in respect thereof. “Debt Service” means with reference to any period, the sum of all due and owing payments of principal on Indebtedness for borrowed money and interest expense of the Borrowers determined in accordance with GAAP for the applicable Testing Period. “Default” means any act, event, condition or omission which, with the giving of notice or lapse of time, would constitute an Event of Default if uncured or unremedied. “EBITDA” means, with respect to any period, Net Income of the Borrowers for such period plus all amounts deducted in arriving at such Net Income amount in respect of (i) interest expense of Borrowers for such period, (ii) federal, state and local income taxes for such period, and (iii) depreciation and amortization expense for such period. “Environmental Laws” means all federal, state and local laws including statutes, regulations, ordinances, codes, rules and other governmental restrictions and requirements relating to the discharge of air pollutants, water pollutants or process waste water or otherwise relating to the environment or hazardous substances including the Federal Solid Waste Disposal Act, the Federal Clean Air Act, the Federal Clean Water Act, the Federal Resource Conservation and Recovery Act of 1976, the Federal Comprehensive Environmental Response, Compensation and Liability Act of 1980, regulations of the Environmental Protection Agency, regulations of the Nuclear Regulatory Commission and regulations of any state department of natural resources or state environmental protection agency now or at any time hereafter in effect. Docusign Envelope ID: 996A8D70-00DF-4C1B-88F2-39337398B8F9


 
4 “Equity Interest” means, as to any Person, any capital stock, limited liability company membership interest, partnership or limited partnership interest or other interest representing equity in, or ownership of, such Person. “Event of Default” means the occurrence of any of the events described in Section 8.1. “GAAP” means generally accepted accounting principles in effect in the United States from time to time. “Grantor” means the owner of any Collateral. “Governmental Authority” means any nation or government, any state or other political subdivision thereof, any central bank (or similar monetary or regulatory authority) thereof, any court or similar judicial authority thereof, any entity exercising executive, legislative, regulatory or administrative functions of or pertaining to government, and any corporation or other entity owned or controlled, through Equity Interests or otherwise, by any of the foregoing. “Guarantor” means Air T, Inc. (“Air T”) and “Guarantors” means, collectively, all of such Persons, together with any other Person that has or may execute a Guaranty Agreement. “Guaranty Agreement” means any guaranty agreement executed by a Guarantor, pursuant to which such Guarantor guarantees the payment of all or any portion of the Obligations and “Guaranty Agreements” means all such documents, collectively. “Hazardous Materials” means any gasoline or petroleum (including crude oil or any fraction thereof) or petroleum products or any hazardous or toxic substances, materials or wastes, defined or regulated as such in or under any Environmental Law, including asbestos, polychlorinated biphenyls and urea-formaldehyde insulation. “Indebtedness” means, as to any Person, (a) all indebtedness for borrowed money, (b) Non-RE Capitalized Lease Obligations, (c) notes payable and drafts accepted representing extensions of credit, (d) indebtedness and obligations owing by virtue of the issuance of Letters of Credit on behalf of obligor, including, but not limited to, obligations owing under any Reimbursement Agreement, (e) any obligation owed for all or any part of the deferred purchase price of property or services (excluding trade payables incurred in the ordinary course of business), (f) all indebtedness secured by any Lien on any property of the Person even though such Person has not assumed or become liable for the payment of such Indebtedness, provided that for purposes of this clause (g) the amount of such Indebtedness shall be limited to the greater of (i) the amount of such Indebtedness as to which there is recourse to such Person and (ii) the fair market value of the property which is subject to the Lien and (h) Contingent Obligations, but shall exclude RE Capitalized Lease Obligations. Docusign Envelope ID: 996A8D70-00DF-4C1B-88F2-39337398B8F9


 
5 “Interest Payment Date” means the date that a payment is due as stated in the applicable Note. “IRS” means the Internal Revenue Service, and any Governmental Authority succeeding to any of its principal functions under the Code. “Knowledge” means the actual or constructive knowledge of such Person, including, but no limited to, the knowledge a reasonable person would obtain after making reasonable inquiry and exercising reasonable diligence with respect to the matters at hand. “Lien” means any security interest, mortgage, deed of trust, pledge, hypothecation, assignment, charge or deposit arrangement, encumbrance, lien (statutory or otherwise) or charge of any kind including any agreement to give any of the foregoing, any conditional sale or other title retention agreement or any financing or similar statement or notice filed under the Uniform Commercial Code as adopted and in effect in the relevant jurisdiction (or other similar recording or notice statute, and any lease in the nature thereof), except a filing for precautionary purposes made with respect to a true lease or other true bailment. “Loan” means any revolving loan, term loan, credit facility or financial accommodation of any kind or nature extended by Lender to either or both Borrowers and described herein or in any Supplement hereto or in any promissory note or other document, instrument or agreement executed by either or both Borrowers in favor of or with Lender; and “Loans” means, collectively, all such Loans. “Loan Documents” means this Agreement, all Supplements to this Agreement, the Notes, the Collateral Documents, the Guaranty Agreements, all Permitted Swap Agreements and all other documents, instruments, agreements and certificates related to or executed in connection with this Agreement and the transactions contemplated hereby, all as reaffirmed, amended, restated, supplemented or otherwise modified from time to time. “Margin Stock” means “margin stock” as such term is defined in Regulation G, T, U or X of the Federal Reserve Board. “Material Adverse Effect” means (a) a material adverse change in, or a material adverse effect upon, the operations, business, properties, condition (financial or otherwise) or prospects of a Borrower; (b) a material impairment of the ability of a Borrower to perform under any Loan Document and to avoid any Event of Default; or (c) a material adverse effect upon the legality, validity, binding effect or enforceability against a Borrower of any Loan Document. “Net Income” means, with reference to any period, the net income (or net loss) of the Borrowers for such period, but excluding any nonrecurring income and extraordinary profits during such period and any taxes on such nonrecurring income and extraordinary profits. Docusign Envelope ID: 996A8D70-00DF-4C1B-88F2-39337398B8F9


 
6 “Non-RE Capitalized Lease” means, as to any Person, any lease that is not a RE Capitalized Lease, the obligations under which have been, or are required to be, recorded as a capital lease liability on the balance sheet of that Person. “Non-RE Capitalized Lease Obligations” means, as to any Person, at any date, the obligations of such Person under Non-RE Capitalized Leases. “Note” means any promissory note of either Borrower to Lender now existing or hereafter executed; and “Notes” means, collectively, all such promissory notes of either Borrower. “Obligations” means all obligations of every nature of either Borrower from time to time, whether existing or arising hereunder or hereafter, owed to Lender or an Affiliate of Lender and whether under the Loan Documents or otherwise, and whether for principal, interest, fees, expenses, indemnification or otherwise. “Obligations Due from Related Parties” means any and all debts, liabilities and obligations of every nature or form owing from Related Parties. “PBGC” means the Pension Benefit Guaranty Corporation, or any Governmental Authority succeeding to any of its principal functions under ERISA. “Pension Plan” means a pension plan (as defined in Section 3(2) of ERISA) subject to Title IV of ERISA which a Borrower sponsors, maintains, or to which a Borrower makes, is making, or is obligated to make contributions, or in the case of a multiple employer plan (as described in Section 4064(a) of ERISA) has made contributions at any time during the immediately preceding five (5) plan years. “Permitted Distributions” means (a) distributions by either Borrower to its respective shareholders, members, or partners, as the case may be, by April 15 of the year following the end of each taxable year of either Borrower for which it is taxed as a partnership under the Code (the “Year End Distributions”) in an aggregate amount equal to a Borrower’s taxable income for such taxable year multiplied by a percentage (the “Applicable Percentage”) equal to the sum of the highest marginal tax rate for an individual then in effect under the Code plus the Effective State Tax Rate and (b) distributions by a Borrower to its shareholders, members, or partners during each taxable year of a Borrower for which it is taxed as a partnership under the Code (the “Interim Distributions”) in such amounts and at such times the shareholders, members, or partners of a Borrower will be able to make timely estimated and final tax payments, if any, of all federal and state taxes attributable to a Borrower’s taxable income; provided that (i) the sum of all Interim Distributions shall be credited against the Year End Distributions and (ii) the aggregate amount of all Interim Distributions shall not exceed a Borrower’s estimated taxable income from the beginning of the taxable year through the date of such Interim Distribution multiplied by the Applicable Percentage; provided that this subsection (ii) shall not be violated so long as Interim Distributions are made based on estimates of taxable income made in good faith by a Borrower and (c) Docusign Envelope ID: 996A8D70-00DF-4C1B-88F2-39337398B8F9


 
7 distributions by either Borrower to its respective shareholders, members, or partners, as the case may be, provided that (A) Borrowers are in compliance with all financial covenants hereunder immediately before and after giving effect to such distribution, (ii) no Event of Default has occurred and is continuing, and (iii) no Event of Default would result therefrom. The Effective State Tax Rate applicable to a Borrower equals the highest marginal rate of state income taxation imposed by any state in which a member or partner of a Borrower resides or is domiciled on the taxable income of a Borrower which is passed through to such member or partner pursuant to the Code. “Permitted Liens” means (a) Liens for taxes, assessments or governmental charges not delinquent or being contested in good faith by a Borrower for which adequate reserves are established and maintained in accordance with GAAP; (b) other statutory Lien claims not delinquent or remain payable without penalty, or which a Borrower is contesting in good faith, including construction, mechanics’ and warehousemen Liens; (c) security interests and Liens incurred in connection with RE Capitalized Lease Obligations or purchase money Liens on any property acquired after the date hereof to be used by a Borrower in the normal course of its business, and created or incurred simultaneously with the acquisition of such property, if such Lien is limited to the property so acquired, the Indebtedness secured by such Lien does not exceed 100% of the purchase price of such property and, in the case of purchase money Liens, the aggregate Indebtedness secured by all such Liens does not exceed $100,000.00 at any time outstanding in the aggregate for a Borrower; (d) Liens or deposits in connection with worker’s compensation or other insurance or to secure customs’ duties, the performance of bids, trade contracts (other than for borrowed money), leases, public or statutory obligations, surety or appeal bonds, or deposits required by law or government regulations or by any court order, decree, judgment or rule as a condition to the transaction of business or the exercise of any right, privilege or license, or other obligations or deposits of like nature incurred in the ordinary course of business; (e) any attachment or judgment lien not constituting an Event of Default under this Agreement; (e) Liens in favor of Lender; and (f) easements, restrictions, minor title irregularities and similar matters which have no material adverse effect as a practical matter upon the ownership or use of its property by a Borrower. “Permitted Redemptions” means each redemption of Equity Interests in CAS held by OCAS, Inc., a Wisconsin corporation, and installment payments in connection therewith, provided that with respect to each installment payment made in connection therewith, (A) Borrowers are in compliance with all financial covenants hereunder immediately before and after giving effect to such installment payment, (ii) no Event of Default has occurred and is continuing at the time of such installment payment, and (iii) no Event of Default would result from such installment payment. “Permitted Swap Agreement” means a Swap Contract between a Borrower and Lender, an Affiliate of Lender or another financial institution acceptable to Lender, Docusign Envelope ID: 996A8D70-00DF-4C1B-88F2-39337398B8F9


 
8 including, without limitation, any Permitted Swap Agreements in existence as of the Closing Date. “Person” means any natural person, corporation, limited liability company, joint venture, limited liability partnership, partnership, association, trust or other entity or any Governmental Authority. “Plan” means an employee benefit plan (as defined in Section 3(3) of ERISA) which a Borrower sponsors or maintains or to which a Borrower makes, is making, or is obligated to make contributions and includes any Pension Plan. “Quarterly Rolling Cash Flow Coverage Ratio” means a ratio, the numerator of which is Borrowers’ Net Income in accordance with GAAP, less dividends to members of either Borrower, plus the aggregate amounts deducted in determining Net Income in respect of interest, depreciation, depletion, and amortization expense, in each case determined in accordance with GAAP, plus Capital Contributions and any increase in Subordinated Debt, all for the then most recently ended period of four (4) consecutive fiscal quarters, and the denominator of which is the Borrowers’ Debt Service for the corresponding period. “RE Capitalized Lease” means, as to any Person, any lease associated with a building, real estate or facilities (which includes, e.g., printers and copiers), the obligations under which have been, or are required to be, recorded as a capital lease liability on the balance sheet of that Person. “RE Capitalized Lease Obligations” means, as to any Person, at any date, the obligations of such Person under RE Capitalized Leases. “Related Parties” means a parent company or any shareholder or shareholder’s spouse, owner or owner’s spouse, member or member’s spouse, manager or manager’s spouse, officer or officer’s spouse, employee or employee’s spouse, agent, or a business entity more than five percent (5%) of the ownership interests of which is owned directly or by any of such persons. “Requirement of Law” means, as to any Person, any law (statutory or common), treaty, rule or regulation of a Governmental Authority applicable to or binding upon the Person or any of its property or any ruling, order, judgment or determination of an arbitrator or a Governmental Authority to which the Person or any of its property is subject, including, but not limited to, all laws (statutory or common), rules, or regulations arising under or related to the Employee Retirement Income Security Act of 1974, as amended from time to time. “Restricted Payments” means dividends or other distributions by a Borrower based upon the Equity Interests of a Borrower (except dividends payable solely in Equity Interests of a Borrower) and purchases, redemptions and other acquisitions, direct or indirect, by a Borrower of Equity Interests of a Borrower. Docusign Envelope ID: 996A8D70-00DF-4C1B-88F2-39337398B8F9


 
9 “SOFR Rate Loan” means a Loan bearing interest at a rate determined by reference to the 1-month Term SOFR Rate. “Solvent” means, with respect to any Person, that as of the date of determination both: (a) (i) the then fair saleable value of the property of such Person is (y) greater than the Total Liabilities (including Contingent Obligations) of such Person and (z) not less than the amount that will be required to pay the probable liabilities on such Person’s then existing debts as they become absolute and matured considering all financing alternatives and potential asset sales reasonably available to such Person; and (ii) such Person does not intend to incur, or believe (nor should it reasonably believe) that it will incur, debts beyond its ability to pay such debts as they become due; and (b) such Person is “solvent” within the meaning given that term and similar terms under applicable laws relating to fraudulent transfers and conveyances. “Subordinated Debt” means any liabilities for borrowed money which have been subordinated in right of payment and priority to the Loan, all on terms and conditions satisfactory to Lender. “Subsidiary” of a Person means any other Person, as of a particular date, which it directly, or indirectly through one or more of its Subsidiaries, owns at least 50% of the outstanding Equity Interests of such other Person. “Supplement” has the meaning ascribed to it in Section 3.1 of this Agreement. “Swap Contract” means any agreement, whether or not in writing, relating to any transaction that is a rate swap, basis swap, forward rate transaction, commodity swap, commodity option, equity or equity index swap or option, bond, note or bill option, interest rate option, forward foreign exchange transaction, cap, collar or floor transaction, currency swap, cross-currency rate swap, currency option or any other, similar transaction (including any option to enter into any of the foregoing) or any combination of the foregoing, and, unless the context otherwise clearly requires, any master agreement relating to or governing any or all of the foregoing. “Swap Termination Value” means, in respect of any Swap Contract, after taking into account the effect of any legally enforceable netting agreement relating to such Swap Contract, (a) for any date on or after the date such Swap Contract has been closed out and termination value determined in accordance therewith, such termination value, and (b) for any date prior to the date referenced in clause (a) the amount determined as the mark-to-market value for such Swap Contract, as determined by the applicable Borrower based upon one or more mid-market or other readily available quotations provided by any recognized dealer in Swap Contracts (which may include Lender). Docusign Envelope ID: 996A8D70-00DF-4C1B-88F2-39337398B8F9


 
10 “Tangible Net Worth” “Tangible Net Worth” means a Borrower’s total assets excluding all intangible assets (i.e. goodwill, trademarks, patents, copyrights, organizational expenses, and other intangible assets) less Total Liabilities excluding any amounts owing by CAS to OCAS, Inc. pursuant to (a) that certain Secured Subordinated Promissory Note in the principal amount of $4,570,000 dated April 1, 2024 (and executed on May 29, 2024), as amended by Amendment No. 1 to Secured Promissory Note dated October 28, 2025 (“Subordinated OCAS Note”), and (b) any promissory note issued by CAS as full or partial consideration for the redemption of any of OCAS, Inc.’s remaining equity interests in CAS. With respect to investments in the equity of another entity or investments in a beneficial interest in a trust made by a Borrower after the date of this Agreement and approved by Lender in writing, the investment shall be included in the calculation of the Borrower’s total assets as a tangible asset. The assets in such entity(ies) and trust(s) shall be appraised on an annual basis. The value of an equity investment or an investment in a beneficial interest in a trust that shall be used in the next calculation of Tangible Net Worth shall be determined as follows: the product of (i) the most current appraised value of the entity’s or trust’s assets, as applicable (excluding cash) minus any outstanding debt of the entity or trust, as applicable, p/us the amount of any cash held by the entity or trust, as applicable, multiplied by (ii) the percentage of equity of the entity or the percentage of the beneficial interests in the trust, as applicable, owned by the Borrowers. If Lender has not approved an equity investment or an investment in a beneficial interest in a trust prior to consummation of the investment, the investment shall be deemed intangible for purposes of this definition and not included in the determination of Tangible Net Worth, but notwithstanding anything else in this Agreement or any other Loan Document, the Borrower shall be permitted to consummate the investment as long as the Borrowers (both before and after consummation of such investment) are in compliance with the financial covenants of this Agreement and any Supplement, and no other Event of Default has occurred and is continuing. Notwithstanding anything in the Master Loan Agreement, Collateral Documents, Guaranties or any other Loan Document, the Parties hereby agree that CAS’ creation of, participation in, management of (in exchange for service fees), and ongoing and periodic equity investment, whether with Loan proceeds or other CAS’ assets, in one or more separate investment funds or other investment vehicles (in which third parties shall be and Borrower Affiliates may also be investors) that acquires aircraft and engines, whether directly or through investments in equity of other entities or investments in beneficial interests in trusts (each, an “Investment Vehicle”), (1) constitute (A) operations by Borrowers in the ordinary course of business and (B) the use of funds for Borrowers’ business operations, and (2) do not constitute business activities substantially different than those in which Borrowers are currently engaged; provided that the Borrowers (both before and after consummation of such investment) are in compliance with the financial covenants of the Master Loan Agreement and any Supplement and no other Event of Default has occurred and is continuing; provided, however, that (i) for purposes of the definition of Tangible Net Worth, Borrowers acknowledge and agree that no Docusign Envelope ID: 996A8D70-00DF-4C1B-88F2-39337398B8F9


 
11 equity investment by CAS into an Investment Vehicle shall be included in the calculation of a Borrower’s total assets as a tangible asset unless such investment has been approved by Lender in writing (and the parties agree that such approval can be electronic) and (ii) CAS shall make no equity investment in an Investment Vehicle without prior Lender approval, and such approval shall not be unreasonably withheld and Lender shall provide its response to CAS’ request for approval promptly; and such consent may not be unreasonably conditioned on the creation, in Lender’s favor, of a Lien in any assets of the Investment Vehicle or other assets not owned directly by CAS or CAL. For clarification, an Investment Vehicle does not include a wholly-owned special purpose vehicle or special purpose entity (also known as an “SPV” or “SPE”) that a Borrower establishes to acquire and hold an aircraft and/or engines, which process is already part of Borrowers’ ordinary course of business. “Total Liabilities” means, as to any Person, all items which would be classified as liabilities on the balance sheet of such Person. “U.S. Government Securities Business Day” means any day except for a Saturday, Sunday or a day on which the Securities Industry and Financial Markets Association recommends that the fixed income departments of its members be closed for the entire day for purposes of trading in U.S. government securities. 2.2 Rules of Interpretation; Joint and Several Obligations. (a) Except as otherwise explicitly specified to the contrary or unless the context clearly requires otherwise: (i) all references to a particular statute or regulation include all rules and regulations promulgated thereunder and any successor statute, regulation or rules, in each case as from time to time in effect; (ii) accounting terms shall be construed, and all financial computations required under this Agreement shall be made, in accordance with GAAP consistently applied; (iii) references to agreements (including this Agreement) and other contractual instruments shall be deemed to include all subsequent amendments and other modifications thereto, but only to the extent such amendments and other modifications are not prohibited by the terms of any Loan Document; (iv) in the computation of periods of time from a specified date to a later specified date, the word “from” means “from and including”, the words “to” and “until” each mean “to but excluding” and the word “through” means “to and including”; (v) the word “including” shall be construed as “including without limitation”; (vi) references to a fiscal year or fiscal quarter mean the fiscal year or fiscal quarter of the applicable Borrower; and (vii) references to the word “Subsidiary” shall mean a Subsidiary of either Borrower. 3. SUPPLEMENTS, CALCULATION OF INTEREST AND PAYMENTS. 3.1 Supplements. In the event Borrowers desire to borrow from Lender and Lender is willing to lend to the Borrowers, or in the event Lender and Borrowers desire to Docusign Envelope ID: 996A8D70-00DF-4C1B-88F2-39337398B8F9


 
12 consolidate any existing Loans hereunder, Lender and Borrowers, will enter into a supplement to this Agreement (each supplement, as it may be amended, modified, supplemented, extended or restated from time to time, a “Supplement” and, collectively, the “Supplements”). Each Supplement will set forth Lender’s commitment to make that Loan to the Borrowers, the amount of the Loan(s), any special purpose of the Loan(s), the interest rate or rate options applicable to the Loan(s), the repayment terms of the Loan(s), and any other terms and conditions applicable to the specific Loan(s). Each Supplement will also be accompanied by a Note of the Borrowers setting forth the Borrowers’ obligation to make payments of interest on the unpaid principal balance of the Loan(s), and fees and premiums, if any, and to repay the principal balance of the Loan(s). Each Loan will be governed by the terms and conditions contained in this Agreement, the Supplement relating to that Loan, and the Note. 3.2 Interest Rates. (a) The unpaid principal balance of each of the Loans outstanding from time to time shall bear interest for the period commencing on the Borrowing Date of such Loan until such Loan is paid in full. (b) Upon default, including failure to pay upon final maturity, Lender, at its option, may, as permitted under applicable law, add any unpaid accrued interest to the principal balance of any Note. Also, upon default, including failure to pay upon final maturity, Lender, at its option, may, as permitted under applicable law, increase the interest rate on any Note to three percent (3.0%) (the “Default Rate Margin”) above the then effective interest rate of the Note. The Default Rate Margin may also apply, at Lender’s option, to each succeeding interest rate change that would have applied had there been no default. This increased rate shall never exceed the maximum rate permitted by applicable law. (c) Interest on each Note is computed on a 365/360 basis; that is, by applying the ratio of the interest rate over a year of 360 days, multiplied by the outstanding principal balance, multiplied by the actual number of days the principal balance is outstanding. All interest payable under each Note is computed using this method. 3.3 Payments. All payments of principal and interest on each Note and of all fees due hereunder shall be made at the office of Lender in immediately available funds not later than 12:00 p.m., Madison time, on the date due; funds received after that time shall be deemed to have been received on the next Business Day. Whenever any payment hereunder or under a Note is stated to be due on a day which is not a Business Day, such payment shall be due on the next succeeding Business Day and such extension of time shall be included in computing any interest or fee then due. Lender may charge any account of a Borrower at Lender for any payment due under any Notes (including prepayments), or any fee or other amount payable hereunder, on or after the date due. Docusign Envelope ID: 996A8D70-00DF-4C1B-88F2-39337398B8F9


 
13 If a payment is ten (10) days or more late, Borrowers will be charged five percent (5%) of the unpaid portion of the regularly scheduled payment or Fifty Dollars ($50.00), whichever is greater, but in any event not to exceed the amount permitted by applicable law. Borrowers will pay a fee to Lender of $20.00 if a Borrower makes a payment on any Loan and the check or preauthorized charge with which a Borrower pays is later dishonored. Notwithstanding anything to the contrary contained herein or in any Note, unless required by applicable law, and prior to any default being declared, payments will be applied first to any accrued unpaid interest; then to principal; then to escrow; then to any late charges; and then to any unpaid collection costs. 3.4 Prepayments. (a) Prepayments; Minimum Finance Charge. Borrowers agree that all loan fees and other prepaid finance charges are earned fully as of the date of each Loan and will not be subject to refund upon early payment (whether voluntary or as a result of default), except as otherwise required by law. In any event, even upon full prepayment of this Note, Borrowers understand that Lender is entitled to a minimum finance charge of $95.00. Other than Borrowers’ obligations to pay any minimum finance charge, Borrowers may pay without penalty all or a portion of the amount owed earlier than it is due. Early payments will not, unless agreed to by Lender in writing, relieve Borrowers of Borrowers’ obligation to continue to make payments under the payment schedule. Rather, early payments will reduce the principal balance due and may result in Borrowers’ making fewer payments. Borrowers agree not to send Lender payments marked “paid in full,” “without recourse,” or similar language. IF Borrowers send such a payment, Lender may accept it without losing any of Lender’s rights under this Note, and Borrowers will remain obligated to pay any further amounted owed to Lender. All written communications concerning disputed amounts, including any check or other payment instrument that indicates that the payment constitutes “payment in full” of the amount owed or that is tendered with other conditions or limitations or as full satisfaction of a disputed amount must be mailed or delivered to: Alerus Financial, National Association 2300 S. Columbia Rd., Grand Forks, ND 58201. 3.5 Use of Proceeds. Borrowers shall use all Loan proceeds for Borrowers’ business operations, unless specifically consented to the contrary by Lender in writing. Docusign Envelope ID: 996A8D70-00DF-4C1B-88F2-39337398B8F9


 
14 4. REPRESENTATIONS AND WARRANTIES. IN ORDER TO INDUCE LENDER TO MAKE THE LOANS, BORROWERS REPRESENT AND WARRANT TO LENDER AS OF EACH BORROWING DATE: 4.1 Organization; Subsidiaries; Power; Assumed Business Names. (a) CAS is a limited liability company organized and validly existing under the laws of the State of North Carolina and properly authorized to do business in Wisconsin and all other states in which CAS is doing business, and (i) no filing has been made with the North Carolina Secretary of State for the dissolution of CAS, (ii) neither the manager nor the members of CAS have taken any action authorizing the liquidation or dissolution of CAS, (iii) has duly qualified as a foreign limited liability company to do business and is in good standing in every jurisdiction in which the nature of its business or the ownership of its properties requires such qualification and in which the failure to so qualify would have a Material Adverse Effect. CAS has the limited liability company power to own its properties and carry on its business as currently being conducted. (b) CAL is a limited liability company organized and validly existing under the laws of the State of Wisconsin and properly authorized to do business in Wisconsin and all other states in which CAL is doing business, and (i) no filing has been made with the Wisconsin Department of Financial Institutions for the dissolution of CAL, (ii) neither the manager nor the members of CAL have taken any action authorizing the liquidation or dissolution of CAL, (iii) has duly qualified as a foreign limited liability company to do business and is in good standing in every jurisdiction in which the nature of its business or the ownership of its properties requires such qualification and in which the failure to so qualify would have a Material Adverse Effect. CAL has the limited liability company power to own its properties and carry on its business as currently being conducted. (c) Borrowers have filed or recorded all documents or filings required by law relating to all assumed business names used by either Borrower. Excluding the names of Borrowers, the following is a complete list of all assumed business names under which either Borrower does business: None. 4.2 Authorization and Binding Effect. The execution and delivery by each Borrower of the Loan Documents to which it is a party, and the performance of its obligations thereunder: (a) are within each Borrower’s organizational power, (b) has been duly authorized by proper organizational action, (c) is not in violation of any Requirement of Law, its charter documents or the terms of any agreement, restriction or undertaking to which it is a party or by which it is bound, and (d) does not require the approval or consent of its members, any Governmental Authority or any other Person, other than those obtained and in full force and effect. The Loan Documents to which Borrowers are a party, when executed and delivered, will constitute the valid and binding obligations of Borrowers enforceable in accordance Docusign Envelope ID: 996A8D70-00DF-4C1B-88F2-39337398B8F9


 
15 with their terms, except as limited by bankruptcy, insolvency or similar laws of general application affecting the enforcement of creditors’ rights and except to the extent that general principles of equity might affect the specific enforcement of such documents. 4.3 Financial Statements. Each of Borrowers’ financial statements (whether consolidated or otherwise) supplied to Lender were prepared in accordance with GAAP consistently applied throughout the periods involved, are correct and complete and fairly present the financial condition of either or both Borrowers as of such dates and the results of their operations for the periods ended on such dates, subject, in the case of the interim statements, to normal year-end adjustments. There has been no material adverse change in the condition or prospects of either Borrower, financial or otherwise, and, to the Knowledge of either Borrower, no event, act or failure to act which would reasonably be expected to result in a Material Adverse Effect has occurred, since the date of the most recent financial statements furnished to Lender. Borrowers have no material contingent obligations except as disclosed in such financial statements. 4.4 Litigation. There is no litigation or administrative proceeding pending or, to the Knowledge of either Borrower, threatened against or affecting either Borrower or the properties of either Borrower which (a) purport to affect or pertain to this Agreement, any other Loan Document or any documents related thereto, or any of the transactions contemplated hereby or thereby or (b) if determined adversely would reasonably be expected to have a Material Adverse Effect. 4.5 Restricted Payments. Neither Borrower has, since the date of its most recent financial statements furnished to Lender, made any Restricted Payments other than Restricted Payments permitted under Section 7.1. 4.6 Indebtedness; No Default. Neither Borrower has any outstanding Indebtedness or Contingent Obligations, except those permitted under Sections 7.2 and 7.3. There exists no default nor, to the Knowledge of either Borrower, has any act or omission occurred which, with the giving of notice or the passage of time, would constitute a default under the provisions of (a) any instrument evidencing such Indebtedness, Contingent Obligation or Operating Lease Obligation or any agreement relating thereto or (b) any other agreement or instrument to which either Borrower is a party and, in each case, which would reasonably be expected to have a Material Adverse Effect. 4.7 Ownership of Properties; Liens and Encumbrances. Each Borrower has good and marketable title to all property, real and personal, reflected on the most recent financial statements of each Borrower furnished to Lender, and all property purported to have been acquired since the date of such financial statements, except property sold or otherwise disposed of in the ordinary course of business subsequent to such date. All such property is free of any Lien, except Permitted Liens. All owned and leased buildings and equipment of each Borrower is in good Docusign Envelope ID: 996A8D70-00DF-4C1B-88F2-39337398B8F9


 
16 condition, repair and working order, ordinary wear and tear excepted, and, to each Borrower’s Knowledge, conform to all Requirements of Law. 4.8 Tax Returns Filed. Each Borrower has filed when due all federal and state income and other tax returns which are required to be filed. Each Borrower has paid or made provision for all taxes shown on said returns and on all assessments received by it to the extent that such taxes have become due except any such taxes which are being contested in good faith by appropriate proceedings and for which adequate reserves have been established. Each Borrower has no Knowledge of any liabilities which may be asserted against them upon audit of such federal or state tax returns. 4.9 Margin Stock. Neither Borrower is engaged principally, or as one of their important activities, in the business of extending credit for the purpose of purchasing or carrying Margin Stock. 4.10 Regulated Entities. Neither Borrower is an “investment company” or a company controlled by an “investment company” within the meaning of the Investment Company Act of 1940, as amended. Neither Borrower is subject to any Requirement of Law limiting its ability to incur Indebtedness. 4.11 No Burdensome Restrictions. To the Knowledge of either Borrower, neither Borrower is a party to or is bound by any agreement, instrument, undertaking, any Requirement of Law, or subject to any other restriction (a) which could reasonably be expected to have a Material Adverse Effect or may in the future have a Material Adverse Effect or (b) under or pursuant to which such Person is or will be required to place (or under which any other person may place) a Lien upon any of its properties securing Indebtedness either upon demand or upon the happening of a condition, with or without such demand. 4.12 Trademarks, Etc. Each Borrower possesses adequate trademarks, trade names, copyrights, patents, permits, service marks and licenses, or rights thereto, for the present and planned future conduct of its businesses substantially as now conducted, without any known conflict with the rights of others which could reasonably be expected to have a Material Adverse Effect. 4.13 Environmental Matters. (a) Except to the extent that would not have a Material Adverse Effect, the facilities and properties owned, leased or operated by either Borrower (together with the Property, collectively the “Properties”) do not contain any Hazardous Materials in amounts or concentrations which (i) constitute a violation of or (ii) could give rise to liability under, any Environmental Law. (b) With respect to the period during which either Borrower owned or occupied the Properties, and to either Borrower’s Knowledge, with respect to the time before either Borrower owned or occupied the Properties there has been no unremediated release or threat of release of Hazardous Materials at or from Docusign Envelope ID: 996A8D70-00DF-4C1B-88F2-39337398B8F9


 
17 the Properties, or arising from or related to the operations of either Borrower (the “Business”), in violation of or in amounts or in a manner that could give rise to material liability under Environmental Laws. (c) Except to the extent that would not have a Material Adverse Effect, the Properties and all operations at the Properties are in compliance in all material respects with all applicable Environmental Laws, and there is no violation of any Environmental Law with respect to the Properties or the Business. Each Borrower has all permits, licenses and approvals required under Environmental Laws. (d) With respect to the period during which either Borrower owned or occupied the Properties, and to either Borrower’s Knowledge, with respect to the time before either Borrower owned or occupied the Properties, (i) Hazardous Materials have not been transported or disposed of from the Properties in violation of, or in a manner or to a location which could give rise to material liability under, any Environmental Law and (ii) Hazardous Materials have not been generated, treated, stored or disposed of at, on or under any of the Properties in violation of, or in a manner that could give rise to material liability under, any applicable Environmental Law. (e) Neither Borrower has received any notice of violation, alleged violation, noncompliance, liability or potential liability regarding environmental matters or compliance with Environmental Laws with regard to any of the Properties or the Business, nor does either Borrower have Knowledge or reason to believe that any such notice will be received or is being threatened. (f) No judicial proceeding or governmental or administrative action is pending or, to the Knowledge of either Borrower, threatened under any Environmental Law to which either Borrower is or will be named as a party with respect to the Properties or the Business, nor are there any consent decrees or other decrees, consent orders, administrative orders or other orders, or other administrative or judicial requirements outstanding under any Environmental Law with respect to the Properties or the Business. 4.14 Compliance with All Laws. Borrowers are, and at all times have been, in compliance with all Requirements of Law, writs, judgments, injunctions, decrees and awards to which either may be subject, except those being contested in good faith and involving no possibility of criminal liability and except where the failure to comply could not reasonably be expected or have been expected to have a Material Adverse Effect. 4.15 Fiscal Year. Each Borrower’s fiscal years end on the last day of March of each year. 4.16 Employee Controversies. There are no controversies pending or, to either Borrower’s Knowledge, threatened or anticipated between either Borrower and any of their respective employees, other than employee grievances arising in the Docusign Envelope ID: 996A8D70-00DF-4C1B-88F2-39337398B8F9


 
18 ordinary course of business which are not, in the aggregate, material to either Borrower’s financial condition or prospects. 4.17 Solvency. Each Borrower is and, upon the incurrence of any Obligations by either Borrower on any date on which this representation is made, will be Solvent. 4.18 Accuracy of Information. All information furnished by Borrowers to Lender is true, correct and complete in all material respects as of the date furnished and does not contain any untrue statement of a material fact or omit to state a material fact necessary to make such information not misleading. 5. CONDITIONS FOR BORROWING. Lender’s obligation to make any Loan is subject to the satisfaction or waiver by Lender in writing, on or before the following dates, of the following conditions: 5.1 On or Before the Closing Date of Each Loan. Lender shall have received the following, all in form, detail and content satisfactory to Lender: (a) Notes. Each Note, duly executed by the applicable Borrower. (b) Supplements. Each Supplement, duly executed by the applicable Borrower and Lender. (c) Collateral Documents. (i) Any and all documents that Lender reasonably deems necessary to create or continue, in favor of Lender, a first position Lien on all assets of each Borrower and to provide insurance for such assets and the Borrowers; and (ii) all financing statements and other instruments required to perfect the Liens granted to Lender by either Borrower. Each of the Collateral Documents shall be duly executed by the parties thereto. (d) Subordination Agreements. Subordination agreements by which all Subordinated Debt is subordinated to the Obligations and any Lien in favor of the holder of Subordinated Debt is subordinated to the Lien in favor of the Lender, all in a form reasonably acceptable to Lender. (e) Guaranty Agreements. Guaranty Agreements by each of the Guarantors. (f) Personal Property Searches. Searches of the appropriate public offices demonstrating that no Lien is of record affecting either Borrower or any Guarantor or their respective properties except those which are acceptable to Lender. Docusign Envelope ID: 996A8D70-00DF-4C1B-88F2-39337398B8F9


 
19 (g) Charter Documents. (i) a copy of the Articles of Organization or Articles of Incorporation, as applicable, of each Borrower and Guarantor, certified as of a recent date by the appropriate Governmental Authority of each Borrower’s and each Guarantor’s, state of organization; (ii) a copy of the Operating Agreement or Bylaws, as applicable of each Borrower and each Guarantor; (iii) certificates of status/good standing with respect to each Borrower and each Guarantor, issued as of a recent date by the appropriate Governmental Authority of Borrower’s or Guarantor’s, state of organization and each state in which each Borrower and each Guarantor, is qualified to transact business as a foreign company; and (iv) copies, certified by the manager of each Borrower and the secretary of each Guarantor, to be true and correct and in full force and effect on the Closing Date, of (a) charter documents of each Borrower and each Guarantor; (b) resolutions of the members or shareholders, as applicable, of Borrower and each Guarantor, authorizing the issuance, execution and delivery of the Loan Documents to which each Borrower and each Guarantor, is a party; and (c) a statement containing the names and titles of the officer/member/manager of each Borrower authorized to sign such documents, together with true signatures of such Persons. (h) No Default Certificate. A certificate signed by an authorized officer/member/manager/partner of each Borrower to the effect that the representations and warranties contained in Section 4 hereof, in the other Loan Documents are true and correct on and as of the Closing Date and no Default or Event of Default exists on the Closing Date. (i) Insurance Certificates. Insurance policies or evidence of insurance coverage (Accord 27 Certificates) in such amounts and against such risks as required in this Agreement or in the Collateral Documents naming Lender as additional insured and lender as loss payee; (j) Fees. Payment of all fees and expenses due and owing under Section 9.2 of this Agreement. (k) Additional Conditions Set Forth in Supplements. Any conditions set forth in the Supplement for the given Loan. (l) Proceedings Satisfactory. Such other documents as Lender may reasonably request; and all proceedings taken in connection with the transactions Docusign Envelope ID: 996A8D70-00DF-4C1B-88F2-39337398B8F9


 
20 contemplated by this Agreement, and all instruments, authorizations and other documents applicable thereto, shall be satisfactory to Lender. 5.2 On or Before Each Subsequent Borrowing Date: (a) Borrowing Procedure. Each Borrower shall have complied with the borrowing procedure set forth in the relevant Supplement. (b) Representations and Warranties True and Correct. The representations and warranties contained in Section 4 hereof and in the other Loan Documents shall be true and correct on and as of the relevant Borrowing Date except (i) that the representations and warranties contained in Section 4.3 shall apply to the most recent financial statements delivered pursuant to Section 6.1 and (ii) for changes permitted by this Agreement. (c) No Default. There shall exist on that Borrowing Date no Default or Event of Default. (d) Proceedings and Documentation. Lender shall have received such instruments and other documents as it may reasonably request in connection with the making of such Loan, and all such instruments and documents shall be in form and content satisfactory to Lender. 6. AFFIRMATIVE COVENANTS. Each Borrower covenants that it will, until Lender’s commitment to extend credit hereunder and all Permitted Swap Agreements have terminated or expired and the Notes, and all fees and expenses payable hereunder, have been paid in full: 6.1 Financial Statement. (a) Borrower. As soon as available, but in any event not later than one hundred twenty (120) days after the end of the fiscal year of the Borrowers’, furnish to Lender (i) consolidated audited balance sheet and audited statements of income, accumulated earnings, and cash flows for such year, setting forth in each case in comparative form the figures for the previous year, prepared by an independent certified public accountant satisfactory to Lender; and (ii) an appraisal of each Borrower’s fixed assets and inventory and of the fixed assets and inventory of any entity described in the definition of “Tangible Net Worth” set forth in Section 2 above, each prepared by an independent appraiser satisfactory to Lender. In addition, as soon as available, but in any event not later than forty-five (45) days after the end of each month, furnish to Lender each Borrower’s balance sheet and statements of income, accumulated earnings, and cash flows for the respective month and year-to-date periods, all prepared in accordance with GAAP, setting forth in each case in comparative form the figures for the previous year’s respective month and year-to-date periods and certified by an officer of each Borrower as being true and correct. Lender, in its sole Docusign Envelope ID: 996A8D70-00DF-4C1B-88F2-39337398B8F9


 
21 discretion, reserves the ability to change upon written notice to Borrowers the required times and frequencies of submissions of financial statements by each Borrower. In addition to any other financial reporting requirements of each Borrower to Lender, each Borrower agrees to furnish to Lender upon written request from Lender, at times and frequencies determined appropriate by Lender in its sole discretion from time to time, Federal and State income tax returns, borrowing base certificates, agings of receivables and payables, inventory schedules, budgets, forecasts, and other reports with respect to each Borrower’s financial condition and business operations. (b) Financial Reporting Requirements for Corporate Guarantor (AIR T).To the extent such information is not publicly and readily available, and to the extent not prohibited by applicable law, cause Air T to furnish to Lender within thirty (30) days of the direction of the Lender to do so, but in any case, no less frequently than annually, a financial statement of Air T listing all assets and liabilities (including contingent liabilities) of Air T, and the resulting net worth, signed and dated by Air T, in form, detail and completeness acceptable to Lender in its sole discretion from time to time. In addition, as soon as available, but in any event not later than ten (10) days after filing copies of Air T’s Federal income tax return as filed with the Internal Revenue Service, signed by Air T, complete in all respects including all statements, schedules (including any Schedule K-1s related to income or losses reported), forms and attachments thereto. In addition to any other financial reporting requirements of Air T to Lender, Air T agrees to furnish to Lender, at times and frequencies reasonably determined appropriate by Lender from time to time, any other information or reports with respect to Air T’s financial condition. 6.2 Books and Records; Inspections. Keep proper, complete and accurate books of record and account and permit any representative of Lender to visit and inspect any of the properties and examine and copy any of the books and records of each Borrower at any reasonable time and as often as may reasonably be desired. 6.3 Collateral Inspection/Appraisal; Cost Reimbursement. At reasonable times and intervals and upon five (5) days prior written notice, Lender shall be entitled to perform and Borrowers shall cooperate with examinations, inspections, audits and appraisals as provided herein. Upon five (5) days advance written notice by Lender to Borrowers, Borrowers shall permit access to their respective books and records by Lender and by Lender’s designated representatives and agents during regular business hours for purposes of inspection, copying and/or auditing; provided, however, after the occurrence and during the continuance of an Event of Default, the Lender need not provide any notice prior to such inspection or audit. Lender and Lender’s designated representatives and agents shall also have the right upon five (5) days advance notice to examine, inspect and/or appraise any collateral for the Obligations wherever located during regular business hours; provided, however, after the occurrence and during the continuance of an Event of Default, the Lender need not provide any notice prior to such inspection or appraisal. Subject Docusign Envelope ID: 996A8D70-00DF-4C1B-88F2-39337398B8F9


 
22 to any limitations under applicable law, Borrowers shall reimburse Lender for any professional fees or other out-of-pocket expenses incurred by Lender at its then current rate in connection with any examinations, inspections or audits of the books and records of either Borrower and/or any examinations, inspections and/or appraisals of such collateral. 6.4 Insurance. Maintain insurance coverage as may be required by law or the Collateral Documents but in any event not less than insurance coverage, in the forms, amounts and with companies, which would be carried by prudent management in connection with similar properties and businesses. Without limiting the foregoing, each Borrower will (a) keep all their respective physical property insured against fire and extended coverage risks in amounts at least equal to, and with deductibles no greater than, those generally maintained by businesses engaged in similar activities in similar geographic areas; (b) maintain all such worker’s compensation and similar insurance as may be required by law; (c) maintain, in amounts and with deductibles at least equal to those generally maintained by businesses engaged in similar activities in similar geographic areas, general public liability insurance against claims for bodily injury, death or property damage occurring on, in or about the properties of the applicable Borrower, business interruption insurance and product liability insurance; (d) maintain $50,000,000 Aviation Commercial General Liability Policy listing Lender as additional insured to include: (i) Endorsement 1 - Named Insured Endorsement, (ii) Endorsement 4 - Worldwide Coverage Territory, (iii) Endorsement 6 - Aircraft Parts Inventory Coverage $15,000,000.00, (iv) Endorsement 9 - 90-day notice of cancellation, (v) Endorsement 17 – Deletion of Terrorism Exclusion, (vi) Endorsement 20 – Extended Coverage Aviation Liabilities $100,000,000; and (e) maintain $500,000,000 Financial Institution Aircraft Policy. 6.5 Condition of Property. Keep its properties (whether owned or leased) in good condition, repair and working order. 6.6 Payment of Taxes. Pay and discharge all lawful taxes, assessments and governmental charges upon it or against its properties prior to the date on which penalties are attached thereto, unless and to the extent only that the same shall be contested in good faith and by appropriate proceedings by each Borrower and appropriate reserves with respect thereto are established and maintained. 6.7 Compliance with Law. Do all things necessary, except as permitted under Section 7.5, to (a) maintain its existence in its respective state of formation and obtain and maintain its qualification to transact business as a foreign entity in any other state where the ownership of property or the conduct of business make qualification necessary and where the failure to so qualify would have a Material Adverse Effect, (b) preserve and keep in full force and effect its rights and franchises necessary to continue its business and (c) comply with all Requirements of Law, writs, judgments, injunctions, decrees and awards to which it may be subject including all applicable Environmental Laws, except those being contested in good faith and involving no possibility of criminal liability and except where the Docusign Envelope ID: 996A8D70-00DF-4C1B-88F2-39337398B8F9


 
23 failure to comply could not reasonably be expected to have a Material Adverse Effect. 6.8 Compliance with Other Loan Documents. Timely comply with all of its obligations under the other Loan Documents. 6.9 Notices. Promptly, and in any event within 3 Business Days after either Borrower has become aware of the applicable event, notify Lender in writing of: (a) any Default or Event of Default; (b) any notice given, or any action taken with respect to a claimed default, by any holder of any other Indebtedness issued or assumed by a Borrower, or the lessor under any lease as to which a Borrower is the lessee or under any agreement under which any such Indebtedness was issued or secured; (c) any correspondence, notice, pleading, citation, indictment, complaint, order, decree or other document received by a Borrower from any Person asserting or alleging a circumstance or condition which requires or may require a financial contribution by a Borrower or a cleanup, removal, remedial action or other response by or on the part of a Borrower under Environmental Laws or which seeks damages or civil, criminal or punitive penalties from a Borrower for an alleged violation of Environmental Laws and which, in any such circumstance, could reasonably be expected to have a Material Adverse Effect; (d) the commencement or non-frivolous threat of, or any material development in, any action, suit, arbitration or other proceeding affecting a Borrower which, if adversely determined, could reasonably be expected to have a Material Adverse Effect; and (e) any condition or event which would make any warranty contained in Section 4 inaccurate. Each notice under this Section 6.9 shall be accompanied by a written statement by an officer or member of the applicable Borrower setting forth details of the occurrence referred to therein, stating what action such Borrower proposes to take with respect thereto and at what time and accompanied by all documents and correspondences from and to third parties relating to the occurrence referred to therein. 6.10 Lender Accounts. Maintain with Lender all of Borrowers’ depository accounts. 6.11 Computation of All Financial Covenants. All computations made to determine compliance with any financial covenants set forth in any Supplement shall be made in accordance with GAAP, applied on a consistent basis, certified by Borrowers as being true and correct and shall be completed using the relevant consolidated financial data of all Borrowers. Docusign Envelope ID: 996A8D70-00DF-4C1B-88F2-39337398B8F9


 
24 6.12 Review and Acceptance of Leases. Provide to Lender all leases or assignments pertaining to the Collateral securing any Note, and other documentation as Lender may require, and Lender shall approve the form and substance of such lease or assignment, which approval shall not be unreasonably withheld. 6.13 ASA Certification. In the case of CAS, maintain ASA certification at all times. 7. NEGATIVE COVENANTS. Each Borrower covenants that, without the prior written consent of Lender, Borrowers will not, until Lender’s commitment to extend credit hereunder and all Permitted Swap Agreements have terminated or expired and the Notes, and all fees and expenses payable hereunder, have been paid in full: 7.1 Restricted Payments. Make any Restricted Payments other than Permitted Redemptions; provided that so long as either Borrower is a limited liability company, such Borrower may make Permitted Distributions. 7.2 Indebtedness. Create, incur, assume or permit to exist any Indebtedness except (a) Indebtedness owed to Lender; (b) Indebtedness secured by Permitted Liens; (c) Indebtedness permitted under Section 7.3; (d) RE Capitalized Lease Obligations; (e) in the case of any wholly-owned or non wholly-owned subsidiary of CAS or CAL, Indebtedness that is non-recourse and is not secured by any Collateral in which Lender has a security interest, as long as Borrowers (both before and after consummation of such Indebtedness) are in compliance with the financial covenants of this Agreement and no other Event of Default has occurred and is continuing; or (f) Indebtedness identified on Schedule 7.2 hereto. 7.3 Contingent Obligations. Create, incur, assume or suffer to exist any Contingent Obligations except (a) endorsements for collection or deposit in the ordinary course of business; (b) Contingent Obligations in favor of Lender or an Affiliate of Lender; and (c) obligations under Permitted Swap Agreements. 7.4 Liens. Create, assume or permit to exist any Lien upon any of its property or assets, whether now owned or hereafter acquired, except Permitted Liens. 7.5 Mergers. Merge or consolidate with or into any other Person, except as approved by Lender, which approval shall not be unreasonably withheld. 7.6 Acquisitions, Advances and Investments. Acquire any other business or partnership or joint venture interest or make any loans, advances or extensions of credit to, or any investments in, any Person except (notwithstanding anything contrary in this Agreement or other Loan Documents), (a) the purchase of United States government obligations maturing within one year of the date of acquisition; (b) extensions of credit to customers in the ordinary course of business; (c) the purchase of certificates of deposit at Lender; (d) commercial paper having a maturity not exceeding 90 days which is rated not less than P-1 by Moody’s Investors Service, Inc. or A-1 by Standard and Poor’s Ratings Service; Docusign Envelope ID: 996A8D70-00DF-4C1B-88F2-39337398B8F9


 
25 (e) investments in money market funds which invest principally in obligations described in (a) or (d) above; (f) investments in repurchase agreements at Lender; (g) loans and advances to employees and agents in the ordinary course of business for travel and entertainment expenses and similar items; (h) deposits in deposit accounts at Lender; and (i) investments in equity of another entity or in a beneficial interest in a trust, and additional contributions of capital or investment by a Borrower in such other entity or in such trust, as long as Borrowers (both before and after consummation of the investment) are in compliance with the financial covenants of this Agreement and any Supplement and no Event of Default has occurred and is continuing. 7.7 Lines of Business. (1) Engage in any business activities substantially different than those in which either Borrower is presently engaged, (2) cease operations, liquidate, merge, transfer, acquire or consolidate with any other entity, change its name, dissolve or transfer or sell Collateral out of the ordinary course of business (and Lender acknowledges that Borrowers’ ordinary course of business involves sales of Collateral from time to time, not on a regular schedule, in very large dollar amounts), or (3) purchase or retire any of either Borrower’s outstanding shares, units or partnership interests, or alter or amend either Borrower’s capital structure. 7.8 Transactions with Affiliates. Enter into or be a party to any transaction with any of its Affiliates except as otherwise provided herein or in the ordinary course of business and upon fair and reasonable terms which are no less favorable than a comparable arm’s length transaction with an entity which is not an Affiliate (and for the avoidance of doubt, this means that Borrowers’ may, for example, purchase, sell and lease aircraft, aircraft engines and other aircraft parts from and to Borrowers’ Affiliates, provided that such transactions are in the ordinary course of business and upon fair and reasonable terms which are no less favorable than a comparable arm’s length transaction with an entity which is not an Affiliate). 8. EVENT OF DEFAULT; REMEDIES. 8.1 Events of Default. The occurrence of any of the following shall constitute an Event of Default: (a) Payment Default. A Borrower fails to make any payment within three (3) Business Days after when such payment is due under any of the Loans. (b) Other Defaults. A Borrower fails to comply with or to perform any other term, obligation, covenant, or condition contained in this Agreement, in any other Loan Document, or in any of the documents related hereto, or to comply with or to perform any term, obligation, covenant, or condition contained in any other agreement between Lender and Borrowers. (c) False Statements. Any warranty, representation, or statement made or furnished to Lender by a Borrower or on a Borrower’s behalf under this Docusign Envelope ID: 996A8D70-00DF-4C1B-88F2-39337398B8F9


 
26 Agreement or any related document is false or misleading in any material respect when made. (d) Death or Insolvency. The dissolution of a Borrower (whether voluntary or involuntary), or any other termination of a Borrower’s existence as a going business concern; or any equity holder withdraws from a Borrower, dies or its existence is terminated and the applicable Borrower does not obtain a substitute equity holder approved by Lender within one hundred twenty (120) days following such withdrawal, death or termination, and Lender’s approval shall not be unreasonably withheld; or the insolvency of a Borrower, including without limitation, the appointment of a receiver for any part of a Borrower’s property, any assignment for the benefit of creditors, any type of creditor workout, or the commencement of any proceeding under any bankruptcy or insolvency laws (whether voluntary or involuntary). (e) Defective Collateralization. This Agreement or any Loan Document ceases to be in full force and effect (including failure of any collateral document to create a valid and perfected security interest or lien) at any time and for any reason or any Collateral is or becomes subject to any liens except Permitted Liens. (f) Creditor or Forfeiture Proceedings. Commencement of foreclosure or forfeiture proceedings; whether by judicial proceeding, self-help, repossession or any other method, by any creditor of a Borrower or by any governmental agency against any collateral securing the Loan. This includes a garnishment or levy of any of a Borrower’s accounts, including deposit accounts, with Lender. However, this Event of Default shall not apply if there is a good faith dispute by a Borrower as to the validity or reasonableness of the claim which is the basis of the creditor or the forfeiture proceeding and if a Borrower gives Lender written notice of the creditor or forfeiture proceeding and deposits with Lender monies or a surety bond for such proceeding in amount determined by Lender, in its sole discretion, as being an adequate reserve or bond for the dispute. (g) Events Affecting Guarantors. Any of the preceding events occurs with respect to any Guarantor or any Guarantor dies or becomes incompetent, or revokes or disputes the validity of, or liability under, any Guaranty of the Indebtedness. Notwithstanding anything to the contrary herein, or in any of the Related Documents, the death or incompetency of a Guarantor shall not be an Event of Default if, within one hundred twenty (120) days following such death, the Borrowers provide a substitute guarantor approved by Lender, and Lender’s approval shall not be unreasonably withheld. Notwithstanding anything else in this Agreement or any Loan Document, or in any of the documents related hereto, neither a breach by a Guarantor of any agreement between the Guarantor and Lender, other than a Guaranty Agreement, nor the failure of a Guarantor to Docusign Envelope ID: 996A8D70-00DF-4C1B-88F2-39337398B8F9


 
27 comply with or to perform any term, obligation, covenant, or condition contained in any agreement between the Guarantor and Lender, other than a Guaranty Agreement, shall constitute an Event of Default. (h) Change in Control of Operations. If the CEO, Joe Kuhn or a CEO acceptable to Lender, in its reasonable discretion, has its employment with the Borrowers terminated for any reason, or ceases to oversee the day-to-day operations of Borrowers. (i) Right to Cure. If any default, other than a default in payment on the Obligations is curable and if a Borrower has not been given a notice of a similar default within the preceding twelve (12) months, such default may be cured if a Borrower, after receiving written notice from Lender demanding cure of such default: (a) cures the default within fifteen (15) days; or (b) if the cure requires more than fifteen (15) days, immediately initiates steps which Lender, in its sole discretion, determines to be sufficient to cure the default and thereafter continues and completes all reasonable and necessary steps sufficient to produce compliance as soon as reasonably practical. 8.2 Remedies. Upon the occurrence of an Event of Default that is susceptible to cure under Section 8.1(i), but is not cured within fifteen (15) days pursuant to Section 8.1(i), the obligation of Lender to make Loans shall terminate and (a) as to an Event of Default described in Sections 8.1(a) through 8.1(e) and 8.1(g) through 8.1(i), inclusive, the holder of a Note may, at its option and without notice, declare such Note to be, and such Note shall thereupon become, immediately due and payable, together with accrued interest thereon, and (b) as to an Event of Default described in Section 8.1(f), the Notes shall, without action on the part of Lender or any notice or demand, become automatically due and payable, together with accrued interest thereon. Presentment, demand, protest and notice of acceleration, nonpayment and dishonor are hereby expressly waived. 9. MISCELLANEOUS. 9.1 Survival of Representations and Warranties. The representations and warranties contained in Section 4 hereof and in the other Loan Documents shall survive closing and execution and delivery of the Notes. 9.2 Expenses. Each Borrower agrees, whether or not the transaction hereby contemplated shall be consummated, to pay on demand (a) all out-of-pocket expenses incurred by Lender in connection with the negotiation, execution, administration, amendment or enforcement of any Loan Document including the reasonable fees and expenses of Lender’s counsel, provided, however, that the legal fees for the negotiation and execution of this Agreement, the Notes, the Guarantees and the Security Agreement dated as of the date hereof shall not exceed $55,000, (b) any taxes (including any interest and penalties relating thereto) payable by Lender (other than taxes based upon Lender’s net income) on or with respect to the Docusign Envelope ID: 996A8D70-00DF-4C1B-88F2-39337398B8F9


 
28 transactions contemplated by this Agreement (Each Borrower hereby agreeing to indemnify Lender with respect thereto) and (c) Each Borrower agrees to pay upon demand all of Lender’s costs and expenses, including without limitation, Lender’s attorneys’ fees and Lender’s legal expenses, incurred in connection with the enforcement of this Agreement. Lender may hire or pay someone else to help enforce this Agreement, and each Borrower shall pay the costs and expenses of such enforcement. Costs and expenses include Lender’s attorneys’ fees and legal expenses whether or not there is a lawsuit, including attorneys’ fees and legal expenses for bankruptcy proceedings (including efforts to modify or vacate any automatic stay or injunction), appeals, and any anticipated post judgment collection services. Each Borrower shall also pay all court costs and such additional fees as maybe directed by the court. The obligations of each Borrower under this Section 9.2 will survive payment of the Notes. 9.3 Notices. Except as otherwise provided herein or in a Supplement, all notices provided for herein shall be in writing and shall be (a) delivered; (b) sent by express or first class mail; or (c) sent by facsimile transmission and confirmed in writing provided to the recipient in a manner described in subsection (a) or (b) above, and addressed as follows, or to such other address with respect to either party as such party shall notify the other in writing; such notices shall be deemed given when delivered, mailed or so transmitted: if to Lender, addressed to it at: 2300 S. Columbia Rd. Grand Forks, ND 58201 Fax: _________________ if to Borrowers, addressed to them at: Contrail Aviation Support, LLC Contrail Aviation Leasing, LLC 435 Investment Court Verona, WI 53593-8788 Fax: _________________ 9.4 Security Interest in Deposit Accounts and Right of Setoff. To the extent permitted by applicable law, each Borrower grants to Lender a security interest in, and Lender reserves the right of setoff in, any and all of a Borrower’s deposit accounts with Lender (whether checking, savings, time or any other type of account). This includes such accounts that a Borrower may hold jointly with someone else and all deposit accounts, whether now or hereafter existing. This does not include IRA or Keogh accounts, or any other account for which setoff would be prohibited by applicable law. Each Borrower authorizes Lender, to the extent permitted by applicable law, to charge or setoff all sums owing on the Obligations against any or all of such accounts. Docusign Envelope ID: 996A8D70-00DF-4C1B-88F2-39337398B8F9


 
29 9.5 Lender’s Expenditures. If any action or proceeding is commenced that would materially affect Lender’s interest in the Collateral or if a Borrower fails to comply with any provision of this Agreement or any related documents, including without limitation, a Borrower’s failure to discharge or pay when due any amounts a Borrower is required to discharge or pay under this Agreement or any related documents, Lender on a Borrower’s behalf may (but shall not be obligated to) take any action that Lender deems appropriate, including without limitation, discharging or paying all taxes, liens, security interests, encumbrances, and any other claims, at the time levied or placed on any Collateral and paying all costs for insuring; maintaining and preserving any Collateral. All such expenditures incurred or paid by Lender for such purposes will then bear interest at the rate being charged under the Note from the date incurred or paid by Lender to the date such expenditure is repaid to Lender. All such expenses will become a part of the Indebtedness and, at Lender’s option, shall be (a) payable upon demand; (b) added to the principal balance of the Indebtedness and be apportioned among and be payable with any installment payments to become due during either (1) the term of any applicable insurance policy; or (2) the remaining term of the Note; or (c) treated as a balloon payment which will be due and payable at the Note’s maturity. 9.6 Participations. Each Borrower agrees that Lender may, at its option, sell to another financial institution or institutions interests in any Note and, in connection with each such sale and thereafter, disclose to the purchaser or prospective purchaser of each such interest financial and other information concerning a Borrower. Each Borrower agrees that if any portion of the Obligations are due and unpaid, or shall have been declared or shall have become due and payable upon the occurrence of an Event of Default, each such purchaser shall be deemed to have, to the extent permitted by applicable law, the right of setoff in respect of its participating interest to the same extent as if the amount of its participating interest were owed directly to it. Each Borrower further agrees that each such purchaser shall be entitled to the benefits of Section 3.5 with respect to its participation in Lender’s obligation to make Loans; provided that no such purchaser shall be entitled to receive any greater amount pursuant to that section than Lender would have been entitled to receive if no such sale had occurred. 9.7 Titles. The titles of sections in this Agreement are for convenience only and do not limit or construe the meaning of any section. 9.8 Severability. In case any provision or obligation under this Agreement or any Note shall be invalid, illegal or unenforceable in any jurisdiction, the validity, legality and enforceability of the remaining provisions or obligations, or of such provision or obligation in any other jurisdiction, shall not in any way be affected or impaired thereby. 9.9 Parties Bound; Waiver. The provisions of this Agreement shall inure to the benefit of and be binding upon any successor of any of the parties hereto; provided that a Borrower’s rights under this Agreement are not delegatable or assignable. Any Docusign Envelope ID: 996A8D70-00DF-4C1B-88F2-39337398B8F9


 
30 purported delegation or assignment by a Borrower of its respective rights and obligations hereunder is void. Each Borrower expressly acknowledges that Lender may assign its interests under this Agreement and the other Loan Documents to an Affiliate of Lender after the Closing Date and agree that upon such assignment, as used herein, the term “Lender” shall refer to such Affiliate. No delay on the part of Lender in exercising any right, power or privilege hereunder shall operate as a waiver thereof, and no single or partial exercise of any right, power or privilege hereunder shall preclude other or further exercise thereof or the exercise of any other right, power or privilege. The rights provided for in this Agreement and the other Loan Documents are cumulative and are not exclusive of any other rights, powers, privileges or remedies provided by law or in equity, or under any other instrument, documents or agreement now existing or hereafter arising. 9.10 Governing Law. This Agreement is being delivered in and shall be deemed to be a contract governed by the laws of the State of Wisconsin and shall be interpreted and the rights and obligations of the parties hereunder enforced in accordance with the internal laws of that state without regard to the principles of conflicts of laws. 9.11 Submission to Jurisdiction; Service of Process. ALL JUDICIAL PROCEEDINGS IN ANY MANNER RELATING TO OR ARISING OUT OF THIS AGREEMENT OR THE OTHER LOAN DOCUMENTS, OR ANY OBLIGATIONS THEREUNDER, MAY BE BROUGHT IN ANY STATE OR FEDERAL COURT OF COMPETENT JURISDICTION IN THE STATE OF WISCONSIN LOCATED IN DANE COUNTY. BY EXECUTING AND DELIVERING THIS AGREEMENT, EACH BORROWER IRREVOCABLY: (a) ACCEPTS GENERALLY AND UNCONDITIONALLY THE NONEXCLUSIVE JURISDICTION AND VENUE OF SUCH COURTS; (b) WAIVES ANY DEFENSE OF FORUM NON CONVENIENS; (c) AGREES THAT SERVICE OF ALL PROCESS IN ANY SUCH PROCEEDING IN ANY SUCH COURT MAY BE MADE BY REGISTERED OR CERTIFIED MAIL, RETURN RECEIPT REQUESTED, TO A BORROWER AT ITS ADDRESS SPECIFIED IN SECTION 9.3; AND (d) AGREES THAT SERVICE AS PROVIDED IN CLAUSE (c) ABOVE IS SUFFICIENT TO CONFER PERSONAL JURISDICTION OVER A BORROWER IN ANY SUCH PROCEEDING IN ANY SUCH COURT, AND OTHERWISE CONSTITUTES EFFECTIVE AND BINDING SERVICE IN EVERY RESPECT. 9.12 Jury Waiver. BORROWERS AND LENDER HEREBY VOLUNTARILY, KNOWINGLY, IRREVOCABLY AND UNCONDITIONALLY WAIVE ANY RIGHT TO HAVE A JURY PARTICIPATE IN RESOLVING ANY DISPUTE (WHETHER BASED UPON CONTRACT, TORT OR OTHERWISE) Docusign Envelope ID: 996A8D70-00DF-4C1B-88F2-39337398B8F9


 
31 BETWEEN OR AMONG BORROWERS AND LENDER ARISING OUT OF OR IN ANY WAY RELATED TO THIS DOCUMENT, ANY OTHER RELATED DOCUMENT OR ANY RELATIONSHIP BETWEEN LENDER AND BORROWERS. THIS PROVISION IS A MATERIAL INDUCEMENT TO LENDER TO PROVIDE THE FINANCING DESCRIBED HEREIN OR IN THE OTHER LOAN DOCUMENTS. 9.13 Limitation of Liability. BORROWER AND LENDER HEREBY WAIVE ANY RIGHT ANY OF THEM MAY HAVE TO CLAIM OR RECOVER FROM THE OTHER PARTY ANY SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES OR ANY DAMAGES, OF WHATEVER NATURE, OTHER THAN ACTUAL DAMAGES. 9.14 Cross-Collateralization. In addition to the Obligations, the liens in favor of Lender under the Collateral Documents secures all obligations, debts and liabilities, plus interest thereon, of a Borrower or a Grantor to Lender, or any one or more of them, as well as all claims by Lender against a Borrower or a Grantor or any one or more of them whether now existing or hereafter arising, whether related or unrelated to the purpose of the Note, whether voluntary or otherwise, whether due or not due, direct or indirect, determined or undetermined, absolute or contingent, liquidated or unliquidated, whether a Borrower or a Grantor may be liable individually or jointly with others, whether obligated as guarantor, surety, accommodation party or otherwise, and whether recovery upon such amounts may be or hereafter may become barred by any statute of limitations, and whether the obligation to repay such amounts may be or hereafter may become otherwise unenforceable. 9.15 Entire Agreement. This Agreement and the other Loan Documents shall constitute the entire agreement of the parties pertaining to the subject matter hereof and supersede all prior or contemporaneous agreements and understandings of the parties in connection therewith. 9.16 Counterpart Signatures. This Agreement may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. Except as provided in Section 5.1, this Agreement shall become effective when it shall have been executed by Lender and when Lender shall have received counterparts hereof which, when taken together, bear the signatures of each of the other parties hereto, and thereafter shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. Delivery of an executed counterpart of a signature page of this Agreement by facsimile or e-mail transmission of a portable document file (also known as a PDF file) shall be effective as delivery of a manually executed counterpart of this Agreement. [remainder of page intentionally left blank; signature page follows] Docusign Envelope ID: 996A8D70-00DF-4C1B-88F2-39337398B8F9


 
[Signature Page to Master Loan Agreement] IN WITNESS WHEREOF, the Parties have executed this Credit Agreement as of the date first written above. BORROWERS: LENDER: CONTRAIL AVIATION SUPPORT, LLC ALERUS FINANCIAL, NATIONAL ASSOCIATION By: By: Joseph Kuhn Briel Grube Its: CEO Its: SVP CONTRAIL AVIATION LEASING, LLC By: Joseph Kuhn Its: CEO Docusign Envelope ID: 996A8D70-00DF-4C1B-88F2-39337398B8F9


 
EX-10.8 9 a108supplemental_x1xtoxm.htm EX-10.8 a108supplemental_x1xtoxm
SUPPLEMENT #1 TO MASTER LOAN AGREEMENT Date of Supplement: November 24, 2025 THIS SUPPLEMENT #1 TO MASTER LOAN AGREEMENT (this “Supplement”) is made and entered into by and among Lender, CONTRAIL AVIATION SUPPORT, LLC (“CAS”) and CONTRAIL AVIATION LEASING, LLC (“CAL”, and together with CAS, each a “Borrower,” and collectively, the “Borrowers”) as of the date written above pursuant to the Master Loan Agreement by and between Lender and Borrower dated November 24, 2025 (the “Master Loan Agreement”). This Supplement constitutes a Supplement under the Master Loan Agreement and is hereby made a part of the Master Loan Agreement. All capitalized terms herein not otherwise defined herein shall have the meaning ascribed to them in the Master Loan Agreement. The credit facility described in this Supplement is governed by and shall be construed and administered in accordance with the terms and conditions of the Master Loan Agreement and this Supplement. To the extent any term or condition of this Supplement is inconsistent with any term or condition in the Master Loan Agreement or in any Supplement dated prior to this Supplement, the terms and conditions of this Supplement shall control. Except as specifically amended hereby, all terms and conditions of the Master Loan Agreement and all prior Supplements remain in effect. In consideration of the mutual covenants contained herein and in the Master Loan Agreement and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledges, the Parties agree as follows: 1. DEFINITIONS. As used in this Supplement, the following terms have the following meanings: “Debt Service Coverage Ratio” means a ratio, the numerator of which shall be EBITDA for the 12-month period then ended and the denominator being the sum of: (i) Debt Service for the same period; plus (ii) the aggregate amount of payments required to be paid by Borrowers by amortizing the lowest principal balance outstanding on the Revolving Note at any time during the applicable Testing Period over a hypothetical seven (7)-year period at the then outstanding interest rate in effect at the time of the testing. “Resting Period” has the meaning ascribed to it in Section 2.4(b) of this Supplement. “Revolving Loans” means extensions of credit to Borrowers by Lender pursuant to this Supplement. “Revolving Note” means the Promissory Note Revolving Note in the form of Exhibit B to be executed concurrently with this Supplement.


 
2 “Revolving Note Maturity Date” means November 24, 2027, or such earlier date on which the Revolving Note becomes due and payable pursuant to this Supplement or the Master Loan Agreement. “Testing Period” has the meaning ascribed to it in Section 2.4(b) of this Supplement. “Unused Revolving Credit Commitment Fee” has the meaning ascribed to it in Section 2.4(c) of this Supplement. 2. THE CREDIT FACILITY; BORROWING PROCEDURES; INTEREST RATE; PAYMENTS; AND FEES. 2.1 Credit Facility. So long as no Event of Default has occurred or the obligation of the Lender to advance funds under the Revolving Loans has not been extinguished, Lender may lend to Borrowers and Borrowers agree to borrow from Lender (and to repay to Lender in accordance with the terms hereof) from time to time an aggregate principal sum equal to the principal face amount of the Revolving Note. As long as no Event of Default shall have occurred and be continuing, and subject to the further conditions and limitations contained herein and until expiration or maturity of the Revolving Loans, upon acceleration or otherwise, Borrowers may borrow, repay and re-borrow the Revolving Loans. If at any time the aggregate principal outstanding of Revolving Loans exceeds the principal face amount of the Revolving Note, Borrowers shall immediately repay Lender, without the necessity of notice or demand from Lender, an amount not less than such excess. All Revolving Loans made pursuant to this Supplement will be evidenced by the Revolving Note, shall be payable, as to interest, in accordance with the Revolving Note, and as to the principal, on the Revolving Note Maturity Date and will be made by deposits or transfers to Borrowers’ demand deposit account maintained with Lender or as otherwise directed by Borrowers. Although the Revolving Note shall be expressed to be payable in the full amount specified above, Borrowers shall be obligated to pay only the principal amount of Revolving Loans actually disbursed to or for the account of Borrowers, together with interest on the unpaid balance of the sums so disbursed, which remain outstanding from time to time as shown on the records of Lender. 2.2 Borrowing Procedures. Borrowers shall request Revolving Loans by written notice, or by telephonic notice confirmed in writing, to Lender, not later than 2:00 p.m., Madison time, on the requested Borrowing Date (which must be a Business Day). Each such request by Borrowers must specify the amount of the requested Loan. In the event of any inconsistency between the telephonic notice and the written confirmation thereof, the telephonic notice shall control. Each request for a Revolving Loan shall be irrevocable and shall constitute a certification by Borrowers that the borrowing conditions specified in Section 5.2 of the Master Loan Agreement and any conditions set forth in Section 3 of this Supplement will be satisfied on the specified Borrowing Date. Upon fulfillment of


 
3 the applicable borrowing conditions set forth in Section 5.2 of the Master Loan Agreement and any conditions set forth in Section 3 of this Supplement, Lender shall deposit the Loan proceeds in Borrowers’ demand deposit account maintained with Lender or as Borrowers may otherwise direct in writing. Notwithstanding anything contained herein to the contrary, in the event Borrowers and Lender have established a loan sweep arrangement, the terms of the documents governing such loan sweep, as applicable, shall supersede the borrowing procedures contained herein. 2.3 Interest Rate. The unpaid principal balance of each of the Revolving Loans outstanding from time to time shall bear interest for the period commencing on the Borrowing Date of such Loan until such Loan is paid in full. The Revolving Loans shall accrue interest at a variable rate equal to the 1-MONTH SOFR Rate plus 3.11% per annum and such rate shall be adjusted on the 1st day of each month. 2.4 Payments. Borrowers shall make the following payments on the Revolving Loans during the following periods: (a) Monthly Payments. Monthly payments of accrued unpaid interest only on the Revolving Loans due in arrears on the 1st day of each month, commencing on December 1, 2025, together with a final payment of the outstanding principal balance together with all accrued but unpaid interest together with such other amounts as shall then be due and owing from Borrowers to Lender under the Revolving Note due on the Revolving Note Maturity Date. (b) Revolving Loan Resting Period. Borrowers shall also make principal payments necessary to cause the total outstanding principal balance of all Revolving Loans to be zero (0) for at least thirty (30) consecutive days (the “Resting Period”) during the term of the Revolving Loans, or if the term of the Revolving Loans exceeds one (1) year, during each annual period ending on the anniversary of the date of the Revolving Loans (each a “Testing Period”). Notwithstanding the foregoing, Borrowers shall have no obligation to cause a Resting Period, if, at the time that a Resting Period would otherwise be required hereunder, Borrowers achieve a Debt Service Coverage Ratio of 1.25:1. (c) The Borrowers shall pay to the Lender a commitment fee at the rate per annum equal to 0.250% of the daily amount by which the face amount of the Revolving Note, as amended, renewed or restated from time to time, exceeds the principal amount of Revolving Loans then outstanding (the “Unused Revolving Credit Commitment Fee”). The Unused Revolving Credit Commitment Fee shall be payable quarterly in arrears on the last day of each March, June, September, and December in each year (commencing on the first such date occurring after the date of this Supplement) and on the Revolving Note Maturity Date for revolving credit loans, unless the


 
4 Revolving Note, as amended, renewed or restated from time to time, is terminated in whole on an earlier date, in which event the Unused Revolving Credit Commitment Fee for the period to the date of such termination in whole shall be paid on the date of such termination. 2.5 Fees. Upon execution of this Supplement, Borrowers shall pay Lender a fee in the amount of $18,750.00 and a quarterly non-usage fee of 25 basis points paid in arrears and on a pro-rata basis for non-quarterly periods during the term hereof. 3. CONDITIONS FOR BORROWING. In addition to all conditions to borrowing set forth in Section 5.1 of the Master Loan Agreement, Lender’s obligation to make the Loan described in this Supplement is subject to the satisfaction or waiver by Lender in writing on or before the Closing Date of such Loan of the following conditions: 3.1 Lender shall have received the following, all in form, detail and content satisfactory to Lender: (a) The Revolving Note duly executed by Borrowers; and (b) The Guaranty duly executed by the Guarantor. 4. AFFIRMATIVE COVENANTS. In addition to all affirmative covenants set forth in Section 6 of the Master Loan Agreement, each Borrower covenants that it will, until Lender’s commitment to extend credit under this Supplement and all Permitted Swap Agreements relating to the credit facility extended under this Supplement have terminated or expired and the promissory note evidencing the credit facility extended under this Supplement, and all fees and expenses payable in connection with the credit facility extended under this Supplement have been paid in full: 4.1 Quarterly Rolling Cash Flow Coverage Ratio. Maintain, as of the last day of each fiscal quarter, a Quarterly Rolling Cash Flow Coverage Ratio of not less than 1.25 to 1.0. Lender may determine compliance with this Quarterly Cash Flow Coverage Ratio covenant at any time. 4.2 Tangible Net Worth. Maintain a Tangible Net Worth of at least $15,000,000 at all times. Lender may determine compliance with this Tangible Net Worth covenant at any time. 4.3 Notwithstanding the foregoing or anything in the Agreement or this Supplement, the following specific payments and receivable write-offs shall be made prior to fiscal year ending March 31, 2026 and disregarded and not accounted for in the calculation of Borrowers’ Cash Flow Coverage Ratio only for the fiscal year ending March 31, 2026 (e.g., shall not reduce the Borrower’s Net Income for purposes of calculating the Cash Flow Coverage Ratio hereunder) and shall not constitute an Event of Default:


 
5 (a) Accrual(s) by CAS of tax distributions owed to AirT, Inc. through March 31, 2025 in the aggregate amount of $xxxx. (b) Reclassification by CAS of debt obligations of AirT, Inc. to CAS under the xxxx Intercompany Note Receivable and xxxx Intercompany Note Receivable 2 in the aggregate amount of $xxxx as a tax distribution, and the related termination and satisfaction of such debt obligations. (c) CAS’ declaration and payment or accrual, as applicable, of a cash non-tax distribution in the aggregate amount of $xxxx to the CAS’ shareholders as of October 30, 2025; specifically, $xxxx paid in cash to AirT, Inc. on October 30, 2025 and a related accrual of $xxxx of tax distributions owed to OCAS, Inc as of the same date. (d) Future prepayment by CAS of a $xxxx prepayment to OCAS, Inc. on the Subordinated OCAS Note. 5. NEGATIVE COVENANTS. In addition to all negative covenants set forth in Section 7 of the Master Loan Agreement, each Borrower covenants that, without the prior written consent of Lender, Borrowers will not, until Lender’s commitment to extend credit under this Supplement and all Permitted Swap Agreements relating to the credit facility extended under this Supplement have terminated or expired and the promissory note evidencing the credit facility extended under this Supplement, and all fees and expenses payable in connection with the credit facility extended under this Supplement, have been paid in full. [remainder of page intentionally left blank; signature page follows]


 
[Signature Page to Supplement #1 to Master Loan Agreement] IN WITNESS WHEREOF, the Parties have executed this Supplement as of the date first written above. BORROWER: LENDER: CONTRAIL AVIATION SUPPORT, LLC ALERUAS FINANCIAL, NATIONAL ASSOCIATION By: By: Joseph Kuhn Briel Grube Its: CEO Its: SVP CONTRAIL AVIATION LEASING, LLC By: Joseph Kuhn Its: CEO


 
EXHIBIT A Form of Guaranty


 
CONTINUING GUARANTY THIS CONTINUING GUARANTY (this “Guaranty”) is entered into as of November 24, 2025, by AIR T, INC. (the “Guarantor”) in favor of and for the benefit of ALERUS FINANCIAL, NATIONAL ASSOCIATION (the “Lender”). RECITALS A. Pursuant to a Master Loan Agreement dated as of the date hereof (such agreement, as amended, revised, supplemented or restated from time to time, including, but not limited to, by Supplements thereto, the “Master Loan Agreement”) by and among Contrail Aviation Support, LLC (“CAS”), Contrail Aviation Leasing, LLC (“CAL”, and together with CAS, each a “Borrower,” and collectively, the “Borrowers”) and Lender, Lender has agreed to make and continue certain financial accommodations to Borrowers, on the terms and subject to the conditions set forth in the Master Loan Agreement. B. Lender requires, as a condition to entering into the Master Loan Agreement, that Guarantor execute and deliver this Guaranty in favor of Lender, and the parties intend that this Guaranty supersedes any and all other guarantees from Guarantor to Lender in connection with loans made by Lender to one or both of the Borrowers. AGREEMENTS In consideration of the Recitals and to induce Lender to enter into the Master Loan Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Guarantor hereby agrees as follows for the benefit of Lender. 1. DEFINITIONS. (a) Certain Defined Terms. Words not otherwise defined herein shall have the meanings assigned them in the Master Loan Agreement. As used in this Guaranty, the following terms shall have the following meanings unless the context otherwise requires: “Bank Documents” means the Master Loan Agreement, the Notes and the other Loan Documents. “Guaranty” means this Guaranty, as it may be amended, supplemented or otherwise modified from time to time. “Indebtedness” means all of the principal amount outstanding from time to time and at any one or more times, accrued unpaid interest thereon and all collection costs and legal expenses related thereto permitted by law, reasonable attorneys’ fees, arising from any and all debts, liabilities and obligations of every nature or form, now existing or hereafter arising or acquired, that Borrowers individually or collectively or interchangeably with others, owes or will owe Lender. “Indebtedness” includes, without limitation, loans, advances, debts, overdraft indebtedness, credit card indebtedness, lease obligations, liabilities and obligations under any interest rate protection agreements or foreign currency exchange agreements or commodity price protection agreements, other obligations, and


 
2 liabilities of any Borrower, and any present or future judgments against any Borrower, future advances, loans or transactions that renew, extend, modify, refinance, consolidate or substitute these debts, liabilities and obligations whether: voluntarily or involuntarily incurred; due or to become due by their terms or acceleration; absolute or contingent; liquidated or unliquidated; determined or undetermined; direct or indirect; primary or secondary in nature or arising from a guaranty or surety; secured or unsecured; joint or several; evidenced by a negotiable or non-negotiable instrument or writing; originated by Lender or another or others; barred or unenforceable against Borrowers for any reason whatsoever; for any transactions that may be voidable for any reason (such as infancy, insanity, ultra vires or otherwise); and originated then reduced or extinguished and then afterwards increased or reinstated. “Indebtedness” also includes any and all costs and expenses incurred by Lender following an Event of Default associated with any commercially reasonable efforts, whether successful or not, for the recovery, delivery to Lender, sale or other disposition of any Collateral securing any of the Indebtedness, including, but not limited to, Collateral in foreign countries (collectively, “Collateral Recovery Costs”); provided, however, that while Collateral Recovery Costs include all costs, fees, and expenses, including attorney’s fees, associated with the recovery, repossession or other similar efforts to retrieve Lender’s Collateral, neither Collateral Recovery Costs nor Guaranty Collection Costs shall include any costs and fees associated with obtaining replacement Collateral. “payment in full”, “paid in full” or any similar term means payment in full of the Indebtedness, including all principal, interest, costs, fees and expenses (including reasonable legal fees and expenses) of Lender and all affiliates of Lender as required under the Bank Documents. (b) Interpretation. (i) References to “Sections” and “subsections” shall be to Sections and subsections, respectively, of this Guaranty unless otherwise specifically provided. (ii) In the event of any conflict or inconsistency between the terms, conditions and provisions of this Guaranty and the terms, conditions and provisions of the Master Loan Agreement, the terms, conditions and provisions of this Guaranty shall prevail. 2. GUARANTY. (a) Continuing Guaranty. THIS IS A “CONTINUING GUARANTY” UNDER WHICH GUARANTOR AGREES TO GUARANTY THE FULL AND PUNCTUAL PAYMENT, PERFORMANCE AND SATISFACTION OF THE INDEBTEDNESS OF BORROWERS, OR ANY ONE OR MORE OF THEM, TO LENDER, NOW EXISTING OR HEREAFTER ARISING OR ACQUIRED ON A CONTINUING BASIS. ACCORDINGLY, ANY PAYMENTS MADE ON THE INDEBTEDNESS WILL NOT


 
3 DISCHARGE OR DIMINISH GUARANTOR’S OBLIGATIONS AND LIABILITY UNDER THIS GUARANTY FOR ANY REMAINING AND SUCCEEDING INDEBTEDNESS EVEN WHEN ALL OR PART OF THE OUTSTANDING INDEBTEDNESS MAY BE A ZERO BALANCE FROM TIME TO TIME. (b) Impact on Other Guaranties. This Guaranty supersedes and revokes any and all previous guarantees issued by the Guarantor to the Lender. (c) Guaranty of Payment, not Collection. For good and valuable consideration, Guarantor absolutely and unconditionally guaranties full and punctual payment and satisfaction of the Indebtedness of Borrowers to Lender when due, whether at stated maturity or by acceleration or otherwise. This is a guaranty of payments when due and not of collection, so Lender can enforce this Guaranty against Guarantor even when Lender has not exhausted Lender’s remedies against anyone else obligated to pay the Indebtedness or against any Collateral securing the Indebtedness, this Guaranty or any other guaranty of the Indebtedness. Guarantor will make any payments to Lender or its order, on demand, in legal tender of the United States of America, in same-day funds, without set-off or deduction or counterclaim. (d) Conditional Limitation of Liability. Notwithstanding anything to the contrary contained in this Guaranty, Guarantor’s aggregate liability under this Guaranty will, at all times, be equal to the sum of the following: (i) Two Million Dollars ($2,000,000.00); plus (ii) Guaranty Collection Costs pursuant to Section (j) below; plus (iii) Collateral Recovery Costs (collectively, the “Liability Cap”). (e) Payment by Guarantor; Application of Payments. Guarantor hereby agrees, in furtherance of the foregoing and not in limitation of any other right which Lender may have at law or in equity against Guarantor by virtue hereof, that upon the failure of either Borrower to pay any of the Indebtedness 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 Section 362(a) of the Bankruptcy Code, 11 U.S.C. § 362(a)), but subject to extension to account for any applicable cure periods, Guarantor will upon demand pay, or cause to be paid, in cash, to Lender an amount equal to the sum of the unpaid principal amount of all Indebtedness then due as aforesaid, accrued and unpaid interest on such Indebtedness (including interest which, but for the filing of a petition in bankruptcy with respect to any Borrower, would have accrued on such Indebtedness, whether or not a claim is allowed against such Borrower for such interest in the related bankruptcy proceeding) and all other Indebtedness then owed to Lender as aforesaid. All such payments shall be applied promptly from time to time by Lender to the Indebtedness in the manner determined by Lender in its sole discretion.


 
4 Guarantor’s liability under this Guaranty will only be reduced by sums actually paid by Guarantor under this Guaranty, but will not be reduced by sums from any other source, including, but not limited to, sums realized from any Collateral securing the Indebtedness or this Guaranty, or payments by anyone other than Guarantor, or reductions by operation of law, judicial order or equitable principles. Lender has the sole and absolute discretion to determine how sums shall be applied among guaranties of the Indebtedness. (f) Liability of Guarantor Absolute. Guarantor agrees that his obligations hereunder are irrevocable, absolute, independent and unconditional and shall not be affected by any circumstance which constitutes a legal or equitable discharge of a guarantor or surety other than payment in full of the Indebtedness. In furtherance of the foregoing and without limiting the generality thereof, Guarantor agrees as follows: (i) This Guaranty is a guaranty of payment when due and not of collectability. (ii) Lender may enforce this Guaranty upon the occurrence of an Event of Default under the Master Loan Agreement or any other Bank Document notwithstanding the existence of any dispute between any Borrower and Lender with respect to the existence of such Event of Default. (iii) The obligations of Guarantor hereunder are independent of the obligations of Borrowers under the Bank Documents and the obligations of any other guarantor of the obligations of Borrowers under the Bank Documents, and a separate action or actions may be brought and prosecuted against Guarantor whether or not any action is brought against any Borrower or any other guarantor and whether or not any Borrower is joined in any such action or actions. (iv) Payment by Guarantor of a portion, but not all, of the Indebtedness shall in no way limit, affect, modify or abridge Guarantor’s liability for any portion of the Indebtedness which has not been paid. (v) Lender, upon such terms as it deems appropriate, without notice or demand and without affecting the validity or enforceability of this Guaranty or giving rise to any reduction, limitation, impairment, discharge or termination of Guarantor’s liability hereunder, from time to time may (i) renew, extend, accelerate, increase the rate of interest on, or otherwise change the time, place, manner or terms of payment of the Indebtedness; (ii) settle, compromise, release or discharge, or accept or refuse any offer of performance with respect to, or substitutions for, the Indebtedness or any agreement relating thereto and/or subordinate the payment of the same to the payment of any other obligations; (iii) request and accept other guaranties of the Indebtedness and take and hold security for the payment of this Guaranty or the Indebtedness; (iv) release, surrender, exchange, substitute, compromise, settle, rescind, waive, alter, subordinate or modify, with or without consideration, any security for payment of the Indebtedness, any other guaranties of the Indebtedness, or any other obligation of any person with respect to the Indebtedness; (v) enforce and apply any security now or hereafter held by or for the


 
5 benefit of Lender in respect of this Guaranty or the Indebtedness and direct the order or manner of sale thereof, or exercise any other right or remedy that Lender may have against any such security, in each case as Lender in its discretion may determine consistent with the Master Loan Agreement and any applicable security agreement, including foreclosure on any such security pursuant to one or more judicial or nonjudicial sales and even though such action operates to impair or extinguish any right of reimbursement or subrogation or other right or remedy of Guarantor against any Borrower or any security for the Indebtedness; and (vi) exercise any other rights available to it under the Bank Documents at law or in equity. (vi) This Guaranty and the obligations of Guarantor hereunder shall be valid and enforceable and shall not be subject to any reduction, limitation, impairment, discharge or termination for any reason (other than payment in full of the Indebtedness), including the occurrence of any of the following, whether or not Guarantor shall have had notice or knowledge of any of them: (i) any failure or omission to assert or enforce any agreement or election not to assert or enforce, or the stay or enjoining, by order of court, by operation of law or otherwise, of the exercise or enforcement of, any claim or demand or any right, power or remedy (whether arising under the Bank Documents, at law, in equity or otherwise) with respect to the Indebtedness or any agreement relating thereto, or with respect to any other guaranty of or security for the payment of the Indebtedness; (ii) any rescission, waiver, amendment or modification of, or any consent to departure from, any of the terms or provisions (including provisions relating to events of default) of the Master Loan Agreement, any other Bank Document or any agreement or instrument executed pursuant thereto, or of any other guaranty or security for the Indebtedness, in each case whether or not in accordance with the terms of the Master Loan Agreement or such Bank Document or any agreement relating to such other guaranty or security; (iii) the Indebtedness, or any agreement relating thereto, at any time being found to be illegal, invalid or unenforceable in any respect; (iv) the application of payments received from any source to the payment of indebtedness other than the Indebtedness, even though Lender might have elected to apply such payment to any part or all of the Indebtedness; (v) Lender’s consent to the change, reorganization or termination of the corporate structure or existence of any Borrower and to any corresponding restructuring of the Indebtedness; (vi) any failure to perfect or continue perfection of a security interest in any Collateral which secures any of the Indebtedness; (vii) any defenses, set-offs or counterclaims (other than a defense of payment or performance) which any Borrower may allege or assert against Lender in respect of the Indebtedness, including failure of consideration, breach of warranty, statute of frauds, and usury; and (viii) any other act or thing or omission, or delay to do any other act or thing, which may or might in any manner or to any extent vary the risk of Guarantor as an obligor in respect of the Indebtedness. (g) Waivers by Guarantor. Guarantor hereby waives, for the benefit of Lender:


 
6 (i) any right to require Lender, as a condition of payment or performance by Guarantor, to (i) proceed against either Borrower, any other guarantor of the Indebtedness or any other person; (ii) proceed against or exhaust any security held from any Borrower, any such other guarantor or any other person; (iii) proceed against or have resort to any balance of any deposit account or credit on the books of Lender in favor of any Borrower or any other person; or (iv) pursue any other remedy in the power of Lender whatsoever; (ii) any defense arising by reason of the incapacity, lack of authority or any disability or other defense of any Borrower including any defense based on or arising out of the lack of validity or the unenforceability of the Indebtedness or any agreement or instrument relating thereto or by reason of the cessation of the liability of any Borrower from any cause other than payment in full of the Indebtedness; (iii) any defense based upon any statute or rule of law which provides that the obligation of a surety must be neither larger in amount nor in other respects more burdensome than that of the principal; (iv) any defense based upon Lender’s errors or omissions in the administration of the Indebtedness, except behavior which amounts to bad faith, recklessness, or willful misconduct; and (v) (i) any principles or provisions of law, statutory or otherwise, which are or might be in conflict with the terms of this Guaranty and any legal or equitable discharge of Guarantor’s obligations hereunder; (ii) any rights to set-offs, recoupments and counterclaims; and (iii) promptness, diligence and any requirement that Lender protect, secure, perfect or insure any security interest or lien or any property subject thereto; (vi) notices, demands, presentments, protests, notices of protest, notices of dishonor and notices of any action or inaction, including acceptance of this Guaranty, notices of default under the Master Loan Agreement, the other Bank Documents or any agreement or instrument related thereto, notices of any renewal, extension or modification of the Indebtedness or any agreement related thereto, notices of any extension of credit to any Borrower and notices of any of the matters referred to in Section (f) and any right to consent to any thereof; and (vii) any defenses or benefits that may be derived from or afforded by law which limit the liability of or exonerate Guarantor or sureties, or which may conflict with the terms of this Guaranty. (h) Guarantor’s Rights of Subrogation, Contribution, Etc. Until the Indebtedness shall have been indefeasibly paid in full, Guarantor may not exercise any rights of subrogation, contribution, reimbursement or indemnification that Guarantor may have against any Borrower or against any Collateral or security, and any rights of contribution that Guarantor may have against any other guarantor of the Indebtedness. Any rights of subrogation, contribution, reimbursement or indemnification that Guarantor may have


 
7 against any Borrower or against any Collateral or security, and any rights of contribution that Guarantor may have against any other guarantor, shall be junior and subordinate to any rights Lender may have against either Borrower, to all right, title and interest Lender may have in any such Collateral or security and to any right Lender may have against such other guarantor. If any amount shall be paid to Guarantor on account of any such subrogation, reimbursement, indemnification or contribution rights at any time when all Indebtedness shall not have been paid in full, such amount shall be held in trust for Lender and shall forthwith be paid over to Lender to be credited and applied against the Indebtedness, whether matured or unmatured, in accordance with the terms hereof. (i) Subordination of Other Obligations. Any indebtedness of any Borrower now or hereafter held by Guarantor is hereby subordinated in right of payment to the Indebtedness, and except as otherwise set forth in any Subordination Agreement entered into by Guarantor for the benefit of Lender, any such indebtedness collected or received by Guarantor shall be held in trust for Lender and shall forthwith be paid over to Lender to be credited and applied against the Indebtedness but without affecting, impairing or limiting in any manner the liability of Guarantor under any other provision of this Guaranty. (j) Expenses. Guarantor agrees to pay, or cause to be paid, on demand, and to save Lender harmless against liability for, any and all costs and expenses (including reasonable fees and disbursements of counsel and allocated costs of internal counsel) incurred or expended by Lender in connection with the enforcement of or preservation of any rights under this Guaranty (collectively, “Guaranty Collection Costs”). (k) Authority of Guarantor or Borrowers. It is not necessary for Lender to inquire into the capacity or power of Guarantor or Borrowers or the officers, directors or any agents acting or purporting to act on behalf of any of them. (l) Financial Condition of Borrowers. Lender’s loans to any Borrower may be continued from time to time without notice to or authorization from Guarantor regardless of the financial or other condition of such Borrower at the time of any such grant or continuation. Lender shall not have any obligation to disclose or discuss with Guarantor its assessment, or Guarantor’s assessment, of the financial condition of any Borrower. Guarantor has adequate means to obtain information from Borrowers on a continuing basis concerning the financial condition of each Borrower and its ability to perform its obligations under the Bank Documents, and Guarantor assumes the responsibility for being and keeping informed of the financial condition of Borrowers and of all circumstances bearing upon the risk of nonpayment of the Indebtedness. Guarantor hereby waives and relinquishes any duty on the part of Lender to disclose any matter, fact or thing relating to the business, operations or conditions of Borrowers now known or hereafter known by Lender. (m) Rights Cumulative. The rights, powers and remedies given to Lender by this Guaranty are cumulative and shall be in addition to and independent of all rights, powers and remedies given to Lender by virtue of any statute or rule of law or in any of the other Bank Documents or any agreement between Guarantor and Lender or between any Borrower and Lender. Any forbearance or failure to exercise, and any delay by Lender in


 
8 exercising, any right, power or remedy hereunder shall not impair any such right, power or remedy or be construed to be a waiver thereof, nor shall it preclude the further exercise of any such right, power or remedy. (n) Bankruptcy; Post-Petition Interest; Reinstatement of Guaranty. (i) The obligations of Guarantor under this Guaranty shall not be reduced, limited, impaired, discharged, deferred, suspended or terminated by any proceeding, voluntary or involuntary, involving the bankruptcy, insolvency, receivership, reorganization, liquidation or arrangement of any Borrower or by any defense which such Borrower may have by reason of the order, decree or decision of any court or administrative body resulting from any such proceeding. (ii) Guarantor acknowledges and agrees that any interest on any portion of the Indebtedness which accrues after the commencement of any proceeding referred to in clause (i) above (or, if interest on any portion of the Indebtedness ceases to accrue by operation of law by reason of the commencement of said proceeding, such interest as would have accrued on such portion of the Indebtedness if said proceedings had not been commenced) shall be included in the Indebtedness because it is the intention of Guarantor and Lender that the Indebtedness which are guarantied by Guarantor pursuant to this Guaranty should be determined without regard to any rule of law or order which may relieve any Borrower of any portion of such Indebtedness. Guarantor will permit any trustee in bankruptcy, receiver, debtor in possession, assignee for the benefit of creditors or similar person to pay Lender, or allow the claim of Lender in respect of, any such interest accruing after the date on which such proceeding is commenced. (iii) In the event that all or any portion of the Indebtedness are paid by Borrowers, the obligations of Guarantor hereunder shall continue and remain in full force and effect or be reinstated, as the case may be, in the event that all or any part of such payment(s) are rescinded or recovered directly or indirectly from Lender as a preference, fraudulent transfer or otherwise, and any such payments which are so rescinded or recovered shall constitute Indebtedness for all purposes under this Guaranty. (o) Set Off. In addition to any other rights Lender may have under law or in equity, if any amount shall at any time be due and owing by Guarantor to Lender under this Guaranty, Lender is authorized at any time or from time to time, without notice (any such notice being hereby expressly waived), to set off and to appropriate and to apply any and all deposits (general or special, including indebtedness evidenced by certificates of deposit, whether matured or unmatured) and any other indebtedness of Lender owing to Guarantor and any other property of Guarantor held by Lender to or for the credit or the account of Guarantor against and on account of the Indebtedness and liabilities of Guarantor to Lender under this Guaranty. (p) Financial Statements. To the extent such information is not publicly and readily available, and to the extent not prohibited by applicable law, Guarantor agrees to furnish


 
9 to Lender within thirty (30) days of the direction of the Lender to do so, but in any case, no less frequently than annually, a financial statement of Guarantor listing all assets and liabilities (including contingent liabilities) of Guarantor, and the resulting net worth, signed and dated by Guarantor, in form, detail and completeness acceptable to Lender in its sole discretion from time to time. In addition, as soon as available, but in any event not later than ten (10) days after filing copies of Guarantor’s Federal income tax return as filed with the Internal Revenue Service, signed by Guarantor, complete in all respects including all statements, schedules (including any Schedule K-1s related to income or losses reported), forms and attachments thereto. In addition to any other financial reporting requirements of Guarantor to Lender, Guarantor agrees to furnish to Lender, at times and frequencies reasonably determined appropriate by Lender from time to time, any other information or reports with respect to Guarantor’s financial condition. 3. MISCELLANEOUS. (a) Survival of Warranties. All agreements, representations and warranties made herein shall survive the execution and delivery of this Guaranty and the other Bank Documents. (b) Limitation of Liability. Guarantor, and by its acceptance of this Guaranty, Lender, hereby confirms that it is the intention of all such persons that this Guaranty and the obligations of Guarantor hereunder not constitute a fraudulent transfer or conveyance for purposes of the Bankruptcy Code, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any other federal, state or foreign bankruptcy, insolvency, receivership or similar law to the extent applicable to this Guaranty and the Obligations of Guarantor hereunder. To effectuate the foregoing intention, Lender and Guarantor hereby irrevocably agree that the obligations of Guarantor under this Guaranty at any time shall be limited to the maximum amount as will result in the obligations of Guarantor under this Guaranty not constituting a fraudulent transfer or conveyance. (c) Notices. Any communications between Lender and Guarantor and any notices or requests provided herein to be given may be given by mailing the same, postage prepaid, or by facsimile transmission, if to Lender, at its address set forth in the Master Loan Agreement and if to Guarantor, at his address set forth on the signature pages hereof, or to such other addresses as each such party may in writing hereafter indicate. Any notice, request or demand to or upon Lender or Guarantor shall not be effective until received. (d) Severability. In case any provision in or obligation under this Guaranty shall be invalid, illegal or unenforceable in any jurisdiction, the validity, legality and enforceability of the remaining provisions or obligations, or of such provision or obligation in any other jurisdiction, shall not in any way be affected or impaired thereby. (e) Amendments and Waivers. No amendment, modification, termination or waiver of any provision of this Guaranty, and no consent to any departure by Guarantor therefrom, shall in any event be effective without the written concurrence of Lender and Guarantor. Any such waiver or consent shall be effective only in the specific instance and for the specific purpose for which it was given.


 
10 (f) Headings. Section and subsection headings in this Guaranty are included herein for convenience of reference only and shall not constitute a part of this Guaranty for any other purpose or be given any substantive effect. (g) Applicable Law; Rules of Construction. THIS GUARANTY AND THE RIGHTS AND OBLIGATIONS OF GUARANTOR AND LENDER HEREUNDER SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF WISCONSIN, WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES. (h) Successors and Assigns. This Guaranty is a continuing guaranty and shall be binding upon Guarantor and his respective successors and assigns. This Guaranty shall inure to the benefit of Lender and its successors and assigns. Guarantor shall not assign this Guaranty or any of the rights or obligations of Guarantor hereunder without the prior written consent of Lender. Lender may, without notice or consent, assign its interest in this Guaranty in whole or in part, provided that Lender shall use its best efforts to notify Guarantor of any such assignment promptly following such assignment. The terms and provisions of this Guaranty shall inure to the benefit of any transferee or assignee of the Note, or any portion thereof, and in the event of such transfer or assignment the rights and privileges herein conferred upon Lender shall automatically extend to and be vested in such transferee or assignee, all subject to the terms and conditions hereof. (i) Consent to Jurisdiction. To induce Lender to accept delivery of this Guaranty: GUARANTOR AGREES THAT ALL ACTIONS OR PROCEEDINGS IN ANY MANNER RELATING TO OR ARISING OUT OF THIS GUARANTY OR THE OTHER BANK DOCUMENTS MAY BE BROUGHT ONLY IN COURTS OF THE STATE OF WISCONSIN LOCATED IN DANE COUNTY OR THE FEDERAL COURT FOR THE WESTERN DISTRICT OF WISCONSIN AND GUARANTOR CONSENTS TO THE JURISDICTION OF SUCH COURTS. GUARANTOR WAIVES ANY OBJECTION HE MAY NOW OR HEREAFTER HAVE TO THE VENUE OF ANY SUCH COURT AND ANY RIGHT HE MAY HAVE NOW OR HEREAFTER HAVE TO CLAIM THAT ANY SUCH ACTION OR PROCEEDING IS IN AN INCONVENIENT COURT. (j) Waiver of Jury Trial. GUARANTOR AND LENDER (BY ITS ACCEPTANCE HEREOF) HEREBY AGREE TO WAIVE THEIR RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS GUARANTY. The scope of this waiver is intended to be all encompassing of any and all disputes that may be filed in any court and that relate to the subject matter of this transaction, including contract claims, tort claims, breach of duty claims and all other common law and statutory claims. Guarantor and Lender each acknowledge that this waiver is a material inducement for Guarantor and Lender to enter into a business relationship, that Guarantor and Lender have already relied on this waiver in executing or accepting this Guaranty, and that each will continue to rely on this waiver in their related future dealings. Guarantor and Lender further warrant and represent that each has reviewed


 
11 this waiver with its legal counsel, and that each knowingly and voluntarily waives its jury trial rights following consultation with legal counsel. THIS WAIVER IS IRREVOCABLE, MEANING THAT IT MAY NOT BE MODIFIED EITHER ORALLY OR IN WRITING (OTHER THAN BY A MUTUAL WRITTEN WAIVER SPECIFICALLY REFERRING TO THIS SECTION AND EXECUTED BY GUARANTOR AND LENDER), AND THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO THIS Guaranty. In the event of litigation, this Guaranty may be filed as a written consent to a trial by the court. (k) No Other Writing. This writing is intended by Guarantor and Lender as the final expression of this Guaranty and is also intended as a complete and exclusive statement of the terms of Guarantor’s undertaking with respect to the matters covered hereby. No course of dealing, course of performance or trade usage, and no parole evidence of any nature, shall be used to supplement or modify any terms of this Guaranty. There are no conditions to the full effectiveness of this Guaranty. (l) Further Assurances. At any time or from time to time, upon the request of Lender, Guarantor shall execute and deliver such further documents and do such other acts and things as Lender may reasonably request in order to effect fully the purposes of this Guaranty. (m) Errors and Omission. The undersigned Guarantor, if requested by Lender, agrees to fully cooperate and adjust for clerical errors, any or all loan closing documentation if deemed necessary or desirable in the reasonable discretion of Lender for any reason, including, without limitation, to enable Lender to sell, convey, seek guaranty or market said loan to any entity. (n) Effectiveness. This Guaranty shall become effective as to Guarantor upon the execution and delivery hereof by Guarantor. AIR T, INC. Name: Its: Address: {Signature Page of Air T. Inc. Guaranty}


 
EXHIBIT B Form of Revolving Note


 
Contrail Aviation Support, LLC Contrail Aviation Leasing, LLC Loan No. xxxxxx November 24, 2025 Note PROMISSORY NOTE REVOLVING NOTE $15,000,000.00 November 24, 2025 FOR VALUE RECEIVED, on or before the Revolving Note Maturity Date (as defined in the Master Loan Agreement referred to below), CONTRAIL AVIATION SUPPORT, LLC (“CAS”) and CONTRAIL AVIATION LEASING, LLC (“CAL” and together with CAS, individually referred to as a “Borrower” and collectively, as the “Borrowers”) promises to pay to the order of Lender, or its assignee, the principal sum of Fifteen Million Dollars ($15,000,000.00), or such lesser amount as is shown to be outstanding according to the records of Lender, together with interest on the principal balance outstanding from time to time at such rates and payable at such times as set forth below. 1. RATE OF INTEREST The principal amount of the Loan outstanding from time to time shall bear interest at the variable rate of 1-MONTH SOFR Rate (as defined in the Master Loan Agreement referenced below) plus 3.11% per annum and such rate shall be adjusted on the 1st day of each month. 2. PAYMENTS Payments of both principal and interest are to be made in immediately available funds in lawful currency of the United States of America at the office of Lender, or such other place as the holder hereof shall designate to the undersigned in writing. Unless required by applicable law, and prior to any default being declared, payments will be applied first to any accrued unpaid interest; then to principal; then to escrow; then to any late charges; and then to any unpaid collection costs. Funds shall be deemed received by Lender on the next business day if not received by 12:00 p.m. local time at the location payments hereunder are to be made. Borrower shall make the following payments during the following periods: (a) Monthly Payments. Monthly payments of accrued unpaid interest only on the Revolving Loans due in arrears on the 1st day of each month, commencing on December 1, 2025, together with a final payment of the outstanding principal balance together with all accrued but unpaid interest together with such other amounts as shall then be due and owing from Borrower to Lender under the Revolving Loans due on the Revolving Note Maturity Date; (b) Revolving Loan Resting Period. Borrower shall cause the total outstanding principal balance of all Revolving Loans to be zero (0) for at least thirty (30) consecutive days during the term of the Revolving Loans, or if the term of the Revolving Loans exceeds one (1) year, during each annual period ending on the anniversary of the date of the Revolving Loans (the “Resting Period”). Notwithstanding the foregoing, Borrower shall have no obligation to cause a


 
2 Resting Period if at the time such Resting Period would be required the Borrower has achieved a Debt Service Coverage Ratio of 1.25:1. For purposes of this section only, Debt Service Coverage Ratio shall mean a ratio, the numerator of which shall be EBITDA for the 12-month period then ended and the denominator being Debt Service. 3. FINAL PAYMENT MATURITY DATE Notwithstanding anything set forth above, all sums due under this Note, both principal and interest, if not sooner paid, shall be due and payable on November 24, 2027 (“Revolving Note Maturity Date”). 4. PREPAYMENTS; MINIMUM FINANCE CHARGE Borrower agrees that all loan fees and other prepaid finance charges are earned fully as of the date of the Revolving Loan and will not be subject to refund upon early payment (whether voluntary or as a result of default), except as otherwise required by law. In any event, even upon full prepayment of this Note, Borrower understands that Lender is entitled to a minimum finance charge of $95.00. Other than Borrower’s obligation to pay any minimum finance charge, Borrower may pay without penalty all or a portion of the amount owed earlier than it is due. Early payments will not, unless agreed to by Lender in writing, relieve Borrower of Borrower’s obligation to continue to make payments under the payment schedule. Rather, early payments will reduce the principal balance due and may result in Borrower making fewer payments. Borrower agrees not to send Lender payments marked “paid in full,” “without recourse,” or similar language. If Borrower sends such a payment, Lender may accept it without losing any of Lender’s rights under this Note, and Borrower will remain obligated to pay any further amounted owed to Lender. All written communications concerning disputed amounts, including any check or other payment instrument that indicates that the payment constitutes “payment in full” of the amount owed or that is tendered with other conditions or limitations or as full satisfaction of a disputed amount must be mailed or delivered to: ALERUS FINANCIAL, NATIONAL ASSOCIATION, 3200 S. Columbia Rd., Grand Forks, ND 58201. 5. PAYMENT DUE DATE/FAILURE TO PAY (a) All payments due under this Note shall be made without demand and received on the dates set forth in Section 2 above; (b) In the event of a default as defined in this Note, or as set forth in the Master Loan Agreement or any Collateral Documents or Guaranties, at the option of Lender, for so long as the default exists, interest on the outstanding principal balance hereof shall accrue and will be paid at the rate in effect from time to time hereunder plus an additional 3% per annum, but in no event shall such default rate exceed, however, the maximum rate permitted by law (“Default Interest Rate”); and (c) Any installment of principal and/or interest due hereunder which is not received on or before the 10th day following the date on which it is due shall be subject to a late


 
3 payment fee of 5% of the amount owed on such installment (but not less than $50.00) for the purpose of defraying the expense incident to handling such delinquent payment (this payment is in addition to the amount set forth in (b) above). 6. INTEREST RATE COMPUTATION Interest on this Note is computed on a 365/360 basis; that is, by applying the ratio of the interest rate over a year of 360 days, multiplied by the outstanding principal balance, multiplied by the actual number of days the principal balance is outstanding. All interest payable under this Note is computed using this method. 7. PLACE OF PAYMENT All payments shall be made to Lender at the address on the interest billing statement provided by Lender or at the address of Lender set forth in Section 13 of this Note, at any branch of Lender, or such other place as Lender may from time to time designate in writing. 8. MASTER LOAN AGREEMENT This Note evidences indebtedness incurred under; is the “Revolving Note” referred to in; and is subject to the terms and provisions of the Master Loan Agreement by and between Borrower, Contrail Aviation Leasing, LLC and Lender of even date herewith (as amended, restated, supplemented or otherwise modified from time to time, including, but not limited to, by Supplements thereto, the “Master Loan Agreement”). Capitalized terms not otherwise defined herein shall have the meaning ascribed to them in the Master Loan Agreement. This Note is secured by the Collateral Documents. The terms of the Collateral Documents are incorporated herein and made a part hereof by reference. 9. DEFAULT In the event of the occurrence of an Event of Default under the Master Loan Agreement, and after giving effect to any applicable right to cure provided by the Master Loan Agreement, Lender may, at its option and without notice, declare this Promissory Note to be, and this Promissory Note shall thereupon become, immediately due and payable, together with accrued interest thereon. Without limiting the foregoing right and without limiting any other rights and remedies of the Lender at law or in equity, the Lender is also entitled to the rights and remedies provided for in the Master Loan Agreement and the Collateral Documents and may enforce the covenants, agreements and undertakings of Borrower contained therein and may exercise the remedies provided for thereby or otherwise available in respect thereto, all in accordance with the terms thereof. In addition to any other right, Lender may apply and/or set-off against amounts due it hereunder any deposits, account balances, or other credits of any Borrower in the possession of or in transit to Lender, and Borrower hereby grants Lender a security interest in all of the foregoing.


 
4 10. WAIVERS Except as herein provided, Borrower and all others who may become liable for all or part of the principal balance hereof or for any obligations of Borrower to Lender or the holder hereof (a) forever waive presentment, protest and demand, notice of protest, demand and dishonor and non-payment of this Note, and all other notices in connection with the delivery, acceptance, performance, default or enforcement of the payment of this Note, (b) agree that the time of payment of the debt or any part thereof may be extended from time to time without modifying or releasing the lien of the Collateral Documents or the liability of Borrower or any other such parties, the right of recourse against Borrower and such parties being hereby reserved by Lender; and (c) agree that time is of the essence. Borrower agrees to pay all reasonable costs of collection when incurred, whether suit be brought or not, including reasonable attorneys’ fees and costs of suit and preparation therefore, and to perform and comply with each of the covenants, conditions, provisions and agreements of Borrower contained in this Note, the Master Loan Agreement and Collateral Documents. It is expressly agreed by Borrower that no extensions of time for the payment of this Note, nor the failure on the part of Lender to exercise any of its rights hereunder, shall operate to release, discharge, modify, change or affect the original liability under this Note, the Master Loan Agreement or any of the Collateral Documents, either in whole or in part. 11. WAIVER OF JURY TRIAL BORROWER HEREBY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY ACTION OR PROCEEDING RELATING TO THIS INSTRUMENT AND TO ANY OF THE LOAN DOCUMENTS, THE OBLIGATIONS HEREUNDER OR THEREUNDER, ANY COLLATERAL SECURING THE OBLIGATIONS, OR ANY TRANSACTION ARISING THEREFROM OR CONNECTED THERETO. BORROWER REPRESENTS THAT THIS WAIVER IS KNOWINGLY, WILLINGLY AND VOLUNTARILY GIVEN. 12. COMPLIANCE This Note is to be governed by, and construed and enforced in accordance with, the laws of the State of Wisconsin (without giving effect to Wisconsin’s principles of conflicts of law), except to the extent (a) of procedural and substantive matters relating only to the creation, perfection, foreclosure and enforcement of rights and remedies against specific collateral, which matters shall be governed by the laws of the state in which the collateral is located (the “Collateral State”), and (b) that the laws of the United States of America and any rules regulations, or orders issued or promulgated thereunder, applicable to the affairs and transactions entered into by the Lender, otherwise preempt Collateral State law or Wisconsin law; in which event such federal law shall control. Borrower hereby irrevocably submits to the jurisdiction of any Wisconsin or federal court sitting in Madison, Wisconsin (or, with respect to the matters set forth in subsection (a) above, any state in which the property encumbered by the Collateral Documents is located) over any suit, action or proceeding arising out of or relating to this Note or any of the Loan Documents. Borrower hereby waives any right to object to the location of venue in any Wisconsin or federal court sitting in Madison, Wisconsin, or, with respect to the matters set forth in subsection (a)


 
5 above, to the appropriate court located in the Collateral State, concerning any suit, action or proceeding arising out of or relating to this Note or any of the Loan Documents and waives any objection which it may have at any time to the laying of venue in any proceedings brought in any such court, waives any claim that such proceedings have been brought in an inconvenient forum and further waives the right to object, with respect to such proceedings, that such court does not have jurisdiction over such party to object to the choice of governing law set forth in this section. Borrower acknowledges that the loan evidenced by this Note was solicited, negotiated, closed and funded in the State of Wisconsin, and waives any implication that the laws of any other state shall apply for usury purposes. 13. NOTICES All notices, requests and demands to be made hereunder to the parties hereto must be in writing and must be delivered to the applicable address stated below by any of the following means: (a) personal service; (b) electronic communication, including, but not limited to, electronic mail, telex, telegram or telecopying (and if by telex, telegram or telecopying, then only if confirmed in writing sent by registered or certified, first class mail, return receipt requested); or (c) registered or certified, first class mail, return receipt requested. Such addresses may be changed by notice to the other parties given in the same manner as provided above. Any notice, demand or request sent pursuant to either subsection (a) or (b) hereof will be deemed received upon such personal service or upon dispatch by electronic means, and, if sent pursuant to subsection (c) will be deemed received three (3) days following deposit in the mail. Borrowers: CONTRAIL AVIATION SUPPORT, LLC CONTRAIL AVIATION LEASING, LLC 435 Investment Court Verona, WI 53593-8788 Lender: ALERUS FINANCIAL, NATIONAL ASSOCIATION 3200 S. Columbia Rd. Grand Forks, ND 58201 14. INTEREST NOT TO EXCEED MAXIMUM ALLOWED BY LAW. If from any circumstances whatsoever, by reason of acceleration or otherwise, the fulfillment of any provision of this Note involves transcending the limit of validity prescribed by any applicable usury statute or any other applicable law, with regard to obligations of like character and amount, then the obligations to be fulfilled will be reduced to the limit of such validity as provided in such statute or law, so that in no event shall any exaction be possible under this Note in excess of the limit of such validity.


 
6 15. SUCCESSORS All rights, powers, privileges and immunities herein granted to Lender shall extend to its successors and assigns and any other legal holder of this Note, with full right by Lender to assign and/or sell same. [remainder of page intentionally left blank; signature page follows]


 
[Signature Page to First Amended and Restated Promissory Note Revolving Note] The undersigned agrees to pay all costs of collection, including reasonable attorneys’ fees. IN WITNESS WHEREOF, the Parties have executed this Note as of the date and year first above written. BORROWER: LENDER: CONTRAIL AVIATION SUPPORT, LLC ALERUS FINANCIAL, NATIONAL ASSOCIATION By: By: Joseph Kuhn Briel Grube Its: CEO Its: SVP CONTRAIL AVIATION LEASING, LLC By: Joseph Kuhn Its: CEO


 
EX-10.9 10 a109promissory_note.htm EX-10.9 a109promissory_note
Contrail Aviation Support, LLC Contrail Aviation Leasing, LLC Loan No. xxxxxx November 24, 2025 Note PROMISSORY NOTE REVOLVING NOTE $15,000,000.00 November 24, 2025 FOR VALUE RECEIVED, on or before the Revolving Note Maturity Date (as defined in the Master Loan Agreement referred to below), CONTRAIL AVIATION SUPPORT, LLC (“CAS”) and CONTRAIL AVIATION LEASING, LLC (“CAL” and together with CAS, individually referred to as a “Borrower” and collectively, as the “Borrowers”) promises to pay to the order of Lender, or its assignee, the principal sum of Fifteen Million Dollars ($15,000,000.00), or such lesser amount as is shown to be outstanding according to the records of Lender, together with interest on the principal balance outstanding from time to time at such rates and payable at such times as set forth below. 1. RATE OF INTEREST The principal amount of the Loan outstanding from time to time shall bear interest at the variable rate of 1-MONTH SOFR Rate (as defined in the Master Loan Agreement referenced below) plus 3.11% per annum and such rate shall be adjusted on the 1st day of each month. 2. PAYMENTS Payments of both principal and interest are to be made in immediately available funds in lawful currency of the United States of America at the office of Lender, or such other place as the holder hereof shall designate to the undersigned in writing. Unless required by applicable law, and prior to any default being declared, payments will be applied first to any accrued unpaid interest; then to principal; then to escrow; then to any late charges; and then to any unpaid collection costs. Funds shall be deemed received by Lender on the next business day if not received by 12:00 p.m. local time at the location payments hereunder are to be made. Borrower shall make the following payments during the following periods: (a) Monthly Payments. Monthly payments of accrued unpaid interest only on the Revolving Loans due in arrears on the 1st day of each month, commencing on December 1, 2025, together with a final payment of the outstanding principal balance together with all accrued but unpaid interest together with such other amounts as shall then be due and owing from Borrower to Lender under the Revolving Loans due on the Revolving Note Maturity Date; (b) Revolving Loan Resting Period. Borrower shall cause the total outstanding principal balance of all Revolving Loans to be zero (0) for at least thirty (30) consecutive days during the term of the Revolving Loans, or if the term of the Revolving Loans exceeds one (1) year, during each annual period ending on the anniversary of the date of the Revolving Loans (the “Resting Period”). Notwithstanding the foregoing, Borrower shall have no obligation to cause a


 
2 Resting Period if at the time such Resting Period would be required the Borrower has achieved a Debt Service Coverage Ratio of 1.25:1. For purposes of this section only, Debt Service Coverage Ratio shall mean a ratio, the numerator of which shall be EBITDA for the 12-month period then ended and the denominator being Debt Service. 3. FINAL PAYMENT MATURITY DATE Notwithstanding anything set forth above, all sums due under this Note, both principal and interest, if not sooner paid, shall be due and payable on November 24, 2027 (“Revolving Note Maturity Date”). 4. PREPAYMENTS; MINIMUM FINANCE CHARGE Borrower agrees that all loan fees and other prepaid finance charges are earned fully as of the date of the Revolving Loan and will not be subject to refund upon early payment (whether voluntary or as a result of default), except as otherwise required by law. In any event, even upon full prepayment of this Note, Borrower understands that Lender is entitled to a minimum finance charge of $95.00. Other than Borrower’s obligation to pay any minimum finance charge, Borrower may pay without penalty all or a portion of the amount owed earlier than it is due. Early payments will not, unless agreed to by Lender in writing, relieve Borrower of Borrower’s obligation to continue to make payments under the payment schedule. Rather, early payments will reduce the principal balance due and may result in Borrower making fewer payments. Borrower agrees not to send Lender payments marked “paid in full,” “without recourse,” or similar language. If Borrower sends such a payment, Lender may accept it without losing any of Lender’s rights under this Note, and Borrower will remain obligated to pay any further amounted owed to Lender. All written communications concerning disputed amounts, including any check or other payment instrument that indicates that the payment constitutes “payment in full” of the amount owed or that is tendered with other conditions or limitations or as full satisfaction of a disputed amount must be mailed or delivered to: ALERUS FINANCIAL, NATIONAL ASSOCIATION, 3200 S. Columbia Rd., Grand Forks, ND 58201. 5. PAYMENT DUE DATE/FAILURE TO PAY (a) All payments due under this Note shall be made without demand and received on the dates set forth in Section 2 above; (b) In the event of a default as defined in this Note, or as set forth in the Master Loan Agreement or any Collateral Documents or Guaranties, at the option of Lender, for so long as the default exists, interest on the outstanding principal balance hereof shall accrue and will be paid at the rate in effect from time to time hereunder plus an additional 3% per annum, but in no event shall such default rate exceed, however, the maximum rate permitted by law (“Default Interest Rate”); and (c) Any installment of principal and/or interest due hereunder which is not received on or before the 10th day following the date on which it is due shall be subject to a late


 
3 payment fee of 5% of the amount owed on such installment (but not less than $50.00) for the purpose of defraying the expense incident to handling such delinquent payment (this payment is in addition to the amount set forth in (b) above). 6. INTEREST RATE COMPUTATION Interest on this Note is computed on a 365/360 basis; that is, by applying the ratio of the interest rate over a year of 360 days, multiplied by the outstanding principal balance, multiplied by the actual number of days the principal balance is outstanding. All interest payable under this Note is computed using this method. 7. PLACE OF PAYMENT All payments shall be made to Lender at the address on the interest billing statement provided by Lender or at the address of Lender set forth in Section 13 of this Note, at any branch of Lender, or such other place as Lender may from time to time designate in writing. 8. MASTER LOAN AGREEMENT This Note evidences indebtedness incurred under; is the “Revolving Note” referred to in; and is subject to the terms and provisions of the Master Loan Agreement by and between Borrower, Contrail Aviation Leasing, LLC and Lender of even date herewith (as amended, restated, supplemented or otherwise modified from time to time, including, but not limited to, by Supplements thereto, the “Master Loan Agreement”). Capitalized terms not otherwise defined herein shall have the meaning ascribed to them in the Master Loan Agreement. This Note is secured by the Collateral Documents. The terms of the Collateral Documents are incorporated herein and made a part hereof by reference. 9. DEFAULT In the event of the occurrence of an Event of Default under the Master Loan Agreement, and after giving effect to any applicable right to cure provided by the Master Loan Agreement, Lender may, at its option and without notice, declare this Promissory Note to be, and this Promissory Note shall thereupon become, immediately due and payable, together with accrued interest thereon. Without limiting the foregoing right and without limiting any other rights and remedies of the Lender at law or in equity, the Lender is also entitled to the rights and remedies provided for in the Master Loan Agreement and the Collateral Documents and may enforce the covenants, agreements and undertakings of Borrower contained therein and may exercise the remedies provided for thereby or otherwise available in respect thereto, all in accordance with the terms thereof. In addition to any other right, Lender may apply and/or set-off against amounts due it hereunder any deposits, account balances, or other credits of any Borrower in the possession of or in transit to Lender, and Borrower hereby grants Lender a security interest in all of the foregoing.


 
4 10. WAIVERS Except as herein provided, Borrower and all others who may become liable for all or part of the principal balance hereof or for any obligations of Borrower to Lender or the holder hereof (a) forever waive presentment, protest and demand, notice of protest, demand and dishonor and non-payment of this Note, and all other notices in connection with the delivery, acceptance, performance, default or enforcement of the payment of this Note, (b) agree that the time of payment of the debt or any part thereof may be extended from time to time without modifying or releasing the lien of the Collateral Documents or the liability of Borrower or any other such parties, the right of recourse against Borrower and such parties being hereby reserved by Lender; and (c) agree that time is of the essence. Borrower agrees to pay all reasonable costs of collection when incurred, whether suit be brought or not, including reasonable attorneys’ fees and costs of suit and preparation therefore, and to perform and comply with each of the covenants, conditions, provisions and agreements of Borrower contained in this Note, the Master Loan Agreement and Collateral Documents. It is expressly agreed by Borrower that no extensions of time for the payment of this Note, nor the failure on the part of Lender to exercise any of its rights hereunder, shall operate to release, discharge, modify, change or affect the original liability under this Note, the Master Loan Agreement or any of the Collateral Documents, either in whole or in part. 11. WAIVER OF JURY TRIAL BORROWER HEREBY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY ACTION OR PROCEEDING RELATING TO THIS INSTRUMENT AND TO ANY OF THE LOAN DOCUMENTS, THE OBLIGATIONS HEREUNDER OR THEREUNDER, ANY COLLATERAL SECURING THE OBLIGATIONS, OR ANY TRANSACTION ARISING THEREFROM OR CONNECTED THERETO. BORROWER REPRESENTS THAT THIS WAIVER IS KNOWINGLY, WILLINGLY AND VOLUNTARILY GIVEN. 12. COMPLIANCE This Note is to be governed by, and construed and enforced in accordance with, the laws of the State of Wisconsin (without giving effect to Wisconsin’s principles of conflicts of law), except to the extent (a) of procedural and substantive matters relating only to the creation, perfection, foreclosure and enforcement of rights and remedies against specific collateral, which matters shall be governed by the laws of the state in which the collateral is located (the “Collateral State”), and (b) that the laws of the United States of America and any rules regulations, or orders issued or promulgated thereunder, applicable to the affairs and transactions entered into by the Lender, otherwise preempt Collateral State law or Wisconsin law; in which event such federal law shall control. Borrower hereby irrevocably submits to the jurisdiction of any Wisconsin or federal court sitting in Madison, Wisconsin (or, with respect to the matters set forth in subsection (a) above, any state in which the property encumbered by the Collateral Documents is located) over any suit, action or proceeding arising out of or relating to this Note or any of the Loan Documents. Borrower hereby waives any right to object to the location of venue in any Wisconsin or federal court sitting in Madison, Wisconsin, or, with respect to the matters set forth in subsection (a)


 
5 above, to the appropriate court located in the Collateral State, concerning any suit, action or proceeding arising out of or relating to this Note or any of the Loan Documents and waives any objection which it may have at any time to the laying of venue in any proceedings brought in any such court, waives any claim that such proceedings have been brought in an inconvenient forum and further waives the right to object, with respect to such proceedings, that such court does not have jurisdiction over such party to object to the choice of governing law set forth in this section. Borrower acknowledges that the loan evidenced by this Note was solicited, negotiated, closed and funded in the State of Wisconsin, and waives any implication that the laws of any other state shall apply for usury purposes. 13. NOTICES All notices, requests and demands to be made hereunder to the parties hereto must be in writing and must be delivered to the applicable address stated below by any of the following means: (a) personal service; (b) electronic communication, including, but not limited to, electronic mail, telex, telegram or telecopying (and if by telex, telegram or telecopying, then only if confirmed in writing sent by registered or certified, first class mail, return receipt requested); or (c) registered or certified, first class mail, return receipt requested. Such addresses may be changed by notice to the other parties given in the same manner as provided above. Any notice, demand or request sent pursuant to either subsection (a) or (b) hereof will be deemed received upon such personal service or upon dispatch by electronic means, and, if sent pursuant to subsection (c) will be deemed received three (3) days following deposit in the mail. Borrower: CONTRAIL AVIATION SUPPORT, LLC CONTRAIL AVIATION LEASING, LLC 435 Investment Court Verona, WI 53593-8788 Lender: ALERUS FINANCIAL, NATIONAL ASSOCIATION 3200 S. Columbia Rd. Grand Forks, ND 58201 14. INTEREST NOT TO EXCEED MAXIMUM ALLOWED BY LAW. If from any circumstances whatsoever, by reason of acceleration or otherwise, the fulfillment of any provision of this Note involves transcending the limit of validity prescribed by any applicable usury statute or any other applicable law, with regard to obligations of like character and amount, then the obligations to be fulfilled will be reduced to the limit of such validity as provided in such statute or law, so that in no event shall any exaction be possible under this Note in excess of the limit of such validity.


 
6 15. SUCCESSORS All rights, powers, privileges and immunities herein granted to Lender shall extend to its successors and assigns and any other legal holder of this Note, with full right by Lender to assign and/or sell same. [remainder of page intentionally left blank; signature page follows]


 
7 The undersigned agrees to pay all costs of collection, including reasonable attorneys’ fees. IN WITNESS WHEREOF, the Parties have executed this Note as of the date and year first above written. BORROWER: LENDER: CONTRAIL AVIATION SUPPORT, LLC ALERUS FINANCIAL, NATIONAL ASSOCIATION By: By: Joseph Kuhn Briel Grube Its: CEO Its: SVP CONTRAIL AVIATION LEASING, LLC By: Joseph Kuhn Its: CEO {SIGNATURE PAGE OF REVOLVING NOTE PROMISSORY NOTE}


 
8


 
EX-10.10 11 a1010security_agreement.htm EX-10.10 a1010security_agreement
1 COMMERCIAL SECURITY AGREEMENT Principal $15,000,000.00 Loan Date 11/24/2025 Maturity 11/24/2027 Loan No xxxxxx call/coll Account Officer *** Initials References in the boxes above are for Lender's use only and do not limit the applicability of this document to any particular loan or item. Any item above containing "`••" has been omitted due to text length limitations. Grantor: CONTRAIL AVIATION SUPPORT, LLC Lender: Alerus Financial, National Association CONTRAIL AVIATION LEASING, LLC 3200 S. Columbia Rd. 435 INVESTMENT COURT Grand Forks, ND 58201 VERONA, WI 53593 THIS COMMERCIAL SECURITY AGREEMENT dated November 24, 2025, is made and executed between CONTRAIL AVIATION SUPPORT, LLC, and CONTRAIL AVIATION LEASING, LLC (collectively the "Grantor") and ALERUS FINANCIAL, NATIONAL ASSOCIATION (the "Lender"). GRANT OF SECURITY INTEREST. For valuable consideration, Grantor grants to Lender a security interest in the Collateral to secure the Indebtedness end agrees that Lender shall have the rights stated in this Agreement with respect to the Collateral, in addition to all other rights which Lender may have by law. COLLATERAL DESCRIPTION, The word "Collateral" as used in this Agreement means the following described property, whether now owned or hereafter acquired, whether now existing or hereafter arising, and wherever located, in which Grantor is giving to Lender a security interest for the payment of the Indebtedness and performance of all other obligations under the Note and this Agreement: All personal property of every kind and nature, wherever located, whether now owned or hereafter acquired or arising, whether jointly or severally owned, including all goods, fixtures, documents, instruments (including promissory notes), accounts (including health care insurance receivables), securities and all other investment property, supporting obligations, chattel paper (whether tangible or electronic), commercial tort claims, deposit accounts, letter of credit rights (whether or not the letter of credit is evidenced by a writing), and all general intangibles (including, without limitation, all payment intangibles, patents, patent applications, trademarks, trademark applications, tradenames, trade secrets, copyrights, copyright applications, software, service marks, goodwill, licenses, permits and agreements of every kind utilized in the business), all records of any kind relating to the foregoing, together with all cash proceeds, non-cash proceeds and products thereof, additions and accessions thereto, replacements and substitutions thereof. This Agreement covers, and is intended to cover, all assets. In addition, the word "Collateral" also includes all the following, whether now owned or hereafter acquired, whether now existing or hereafter arising, and wherever located: (A) All accessions, attachments, accessories, replacements of and additions to any of the collateral described herein, whether added now or later. (B) All products and produce of any of the property described in this Collateral section. (C) All accounts, general intangibles, instruments, rents, monies, payments, and all other rights, arising out of a sale, lease, consignment or other disposition of any of the property described in this Collateral section. (D) All proceeds (including insurance proceeds) from the sale, destruction, loss, or other disposition of any of the property described in this Collateral section and sums due from a third party who has damaged or destroyed the Collateral or from that party's insurer, whether due to judgment, settlement or other process. (E) All records and data relating to any of the property described in this Collateral section, whether in the form of a writing, photograph, microfilm, microfiche, or electronic media, together with all of Grantor's right, title, and interest in and to all computer software required to utilize, create, maintain, and process any such records or data on electronic media. CROSS-COLLATERALIZATION. In addition to the Note, this Agreement secures all obligations, debts and liabilities, plus interest thereon, of Grantor to Lender, or any one or more of them, as well as all claims by Lender against Grantor or any one or more of them, whether now existing or hereafter arising, whether related or unrelated to the purpose of the Note, whether voluntary or otherwise, whether due or not due, direct or indirect, determined or undetermined, absolute or contingent, liquidated or unliquidated, whether Grantor may be liable individually or jointly with others, whether obligated as guarantor, surety, accommodation party or otherwise, and whether recovery upon such amounts may be or hereafter may become barred by any statute of limitations, and whether the obligation to repay such amounts may be or hereafter may become otherwise unenforceable. RIGHT OF SETOFF. To the extent permitted by applicable law, Lender reserves a right of setoff in all Grantor's accounts with Lender (whether checking, savings, or some other account). This includes all accounts Grantor may open in the future. However, this does not include any IRA or Keogh accounts, or any trust accounts for which setoff would be prohibited by law. Grantor authorizes Lender, to the extent permitted by applicable law, to charge or setoff all sums owing on the Indebtedness against any and all such accounts, and, at Lender's option, to administratively freeze all such accounts to allow Lender to protect Lender's charge and setoff rights provided in this paragraph. GRANTOR'S REPRESENTATIONS AND WARRANTIES WITH RESPECT TO THE COLLATERAL. With respect to the Collateral, Grantor represents and promises to Lender that: Perfection of Security Interest. Grantor agrees to take whatever actions are requested by Lender to perfect and continue Lender's security interest in the Collateral. Upon request of Lender, Grantor will deliver to Lender any and all of the documents evidencing or constituting the Collateral, and Grantor will note Lender's interest upon any and all chattel paper and instruments if not delivered to Lender for possession by Lender. This is a continuing Security Agreement and will continue in effect even though all or any part of the Indebtedness is paid in full and even though for a period of time Grantor may not be indebted to Lender. Notices to Lender. Grantor will promptly notify Lender in writing at Lender's address shown above (or such other addresses as Lender may designate from time to time) prior to any (1) change in Grantor's name; (2) change in Grantor's assumed business name(s); (3) change in the management or in the members or managers of the limited liability company Grantor; (4) change in the authorized signer(s); (5) change in Grantor's principal office address; (6) change in Grantor's state of organization; (7) conversion of Grantor to a new or different type of business entity; or (8) change in any other aspect of Grantor that directly or indirectly relates to any agreements between Grantor and Lender. No change in Grantor's name or state of organization will take effect until after Lender has received notice. No Violation. The execution and delivery of this Agreement will not violate any law or agreement governing Grantor or to which Grantor is a party, and its membership agreement does not prohibit any term or condition of this Agreement. Enforceability of Collateral. To the extent the Collateral consists of accounts, chattel paper, or general intangibles, as defined by the Uniform Commercial Code, the Collateral is enforceable in accordance with its terms, is genuine, and fully complies with all applicable laws and regulations concerning form, content and manner of preparation and execution, and all persons appearing to be obligated on the Collateral have authority and capacity to contract and are in fact obligated as they appear to be on the Collateral. There shall be no setoffs or counterclaims against any of the Collateral, and no agreement shall have been made under which any deductions or discounts may be claimed concerning the Collateral except those disclosed to Lender in writing. Location of the Collateral. Except in the ordinary course of Grantor's business, Grantor agrees to keep the Collateral at Grantor's address shown above or at such other locations as are acceptable to Lender. Upon Lender's request, Grantor will deliver to Lender in


 
2 form satisfactory to Lender a schedule of real properties and Collateral locations relating to Grantor's operations, including without limitation the following: (1) all real property Grantor owns or is purchasing; (2) all real property Grantor is renting or leasing; (3) all storage facilities Grantor owns, rents, leases, or uses; and (4) all other properties where Collateral is or may be located. Removal of the Collateral. Except in the ordinary course of Grantor's business, Grantor shall not remove the Collateral from its existing location without Lender's prior written consent. Grantor shall, whenever requested, advise Lender of the exact location of the Collateral. Transactions Involving Collateral. Except for inventory sold or accounts collected in the ordinary course of Grantor's business, or as otherwise provided for in this Agreement, Grantor shall not sell, offer to sell, or otherwise transfer or dispose of the Collateral. Grantor shall not pledge, mortgage, encumber or otherwise permit the Collateral to be subject to any lien, security interest, encumbrance, or charge, other than the security interest provided for in this Agreement, without the prior written consent of Lender. This includes security interests even if junior in right to the security interests granted under this Agreement. Unless waived by Lender, all proceeds from any disposition of the Collateral (for whatever reason) shall be held in trust for Lender and shall not be commingled with any other funds; provided however, this requirement shall not constitute consent by Lender to any sale or other disposition. Upon receipt, Grantor shall immediately deliver any such proceeds to Lender. Title. Grantor represents and warrants to Lender that Grantor holds good and marketable title to the Collateral, free and clear of all liens and encumbrances except for the lien of this Agreement. No financing statement covering any of the Collateral is on file in any public office other than those which reflect the security interest created by this Agreement or to which Lender has specifically consented. Grantor shall defend Lender's rights in the Collateral against the claims and demands of all other persons. Repairs and Maintenance. Grantor agrees to keep and maintain, and to cause others to keep and maintain, the Collateral in good order, repair and condition at all times while this Agreement remains in effect. Grantor further agrees to pay when due all claims for work done on, or services rendered or material furnished in connection with the Collateral so that no lien or encumbrance may ever attach to or be filed against the Collateral. Inspection of Collateral. Lender and Lender's designated representatives and agents shall have the right at all reasonable times to examine and inspect the Collateral wherever located. Taxes, Assessments and Liens. Grantor will pay when due all taxes, assessments and liens upon the Collateral, its use or operation, upon this Agreement, upon any promissory note or notes evidencing the Indebtedness, or upon any of the other Related Documents. Grantor may withhold any such payment or may elect to contest any lien if Grantor is in good faith conducting an appropriate proceeding to contest the obligation to pay and so long as Lender's interest in the Collateral is not jeopardized in Lender's sole opinion. If the Collateral is subjected to a lien which is not discharged within fifteen (15) days, Grantor shall deposit with Lender cash, a sufficient corporate surety bond or other security satisfactory to Lender in an amount adequate to provide for the discharge of the lien plus any interest, costs, reasonable attorneys' fees or other charges that could accrue as a result of foreclosure or sale of the Collateral. In any contest Grantor shall defend itself and Lender and shall satisfy any final adverse judgment before enforcement against the Collateral. Grantor shall name Lender as an additional obligee under any surety bond furnished in the contest proceedings. Grantor further agrees to furnish Lender with evidence that such taxes, assessments, and governmental and other charges have been paid in full and in a timely manner. Grantor may withhold any such payment or may elect to contest any lien if Grantor is in good faith conducting an appropriate proceeding to contest the obligation to pay and so long as Lender's interest in the Collateral is not jeopardized. Compliance with Governmental Requirements. Grantor shall comply promptly with all laws, ordinances, rules and regulations of all governmental authorities, now or hereafter in effect, applicable to the ownership, production, disposition, or use of the Collateral, including all laws or regulations relating to the undue erosion of highly-erodible land or relating to the conversion of wetlands for the production of an agricultural product or commodity. Grantor may contest in good faith any such law, ordinance or regulation and withhold compliance during any proceeding, including appropriate appeals, so long as Lender's interest in the Collateral, in Lender's opinion, is not jeopardized. Hazardous Substances. Grantor represents and warrants that the Collateral never has been, and never will be so long as this Agreement remains a lien on the Collateral, used in violation of any Environmental Laws or for the generation, manufacture, storage, transportation, treatment, disposal, release or threatened release of any Hazardous Substance. The representations and warranties contained herein are based on Grantor's due diligence in investigating the Collateral for Hazardous Substances. Grantor hereby (1) releases and waives any future claims against Lender for indemnity or contribution in the event Grantor becomes liable for cleanup or other costs under any Environmental Laws, and (2) agrees to indemnify, defend, and hold harmless Lender against any and all claims and losses resulting from a breach of this provision of this Agreement. This obligation to indemnify and defend shall survive the payment of the Indebtedness and the satisfaction of this Agreement. Maintenance of Casualty Insurance. Grantor shall procure and maintain all risks insurance, including without limitation fire, theft and liability coverage together with such other insurance as Lender may require with respect to the Collateral, in form, amounts, coverages and basis reasonably acceptable to Lender and issued by a company or companies reasonably acceptable to Lender. Grantor, upon request of Lender, will deliver to Lender from time to time the policies or certificates of insurance in form satisfactory to Lender, including stipulations that coverages will not be cancelled or diminished without at least ten (10) days' prior written notice to Lender and not including any disclaimer of the insurer's liability for failure to give such a notice. Each insurance policy also shall include an endorsement providing that coverage in favor of Lender will not be impaired in any way by any act, omission or default of Grantor or any other person. In connection with all policies covering assets in which Lender holds or is offered a security interest, Grantor will provide Lender with such loss payable or other endorsements as Lender may require. If Grantor at any time fails to obtain or maintain any insurance as required under this Agreement, Lender may (but shall not be obligated to) obtain such insurance as Lender deems appropriate, including if Lender so chooses "single interest insurance," which will cover only Lender's interest in the Collateral. Application of Insurance Proceeds. Grantor shall promptly notify Lender of any loss or damage to the Collateral, whether or not such casualty or loss is covered by insurance. Lender may make proof of loss if Grantor fails to do so within fifteen (15) days of the casualty. All proceeds of any insurance on the Collateral, including accrued proceeds thereon, shall be held by Lender as part of the Collateral. If Lender consents to repair or replacement of the damaged or destroyed Collateral, Lender shall, upon satisfactory proof of expenditure, pay or reimburse Grantor from the proceeds for the reasonable cost of repair or restoration. If Lender does not consent to repair or replacement of the Collateral, Lender shall retain a sufficient amount of the proceeds to pay all of the Indebtedness, and shall pay the balance to Grantor. Any proceeds which have not been disbursed within six (6) months after their receipt and which Grantor has not committed to the repair or restoration of the Collateral shall be used to prepay the Indebtedness. Insurance Reserves. Lender may require Grantor to maintain with Lender reserves for payment of insurance premiums, which reserves shall be created by monthly payments from Grantor of a sum estimated by Lender to be sufficient to produce, at least fifteen (15) days before the premium due date, amounts at least equal to the insurance premiums to be paid. If fifteen (15) days before payment is due, the reserve funds are insufficient, Grantor shall upon demand pay any deficiency to Lender. The reserve funds shall be held by Lender as a general deposit and shall constitute a non-interest-bearing account which Lender may satisfy by payment of the insurance premiums required to be paid by Grantor as they become due. Lender does not hold the reserve funds in trust for Grantor, and Lender is not the agent of Grantor for payment of the insurance premiums required to be paid by Grantor. The responsibility for the payment of premiums shall remain Grantor's sole responsibility. Insurance Reports. Grantor, upon request of Lender, shall furnish to Lender reports on each existing policy of insurance showing such information as Lender may reasonably request including the following: (1) the name of the insurer; (2) the risks insured; (3) the amount of the policy; (4) the property insured; (5) the then current value on the basis of which insurance has been obtained and the manner of determining that value; and (6) the expiration date of the policy. In addition, Grantor shall upon request by Lender (however not more often than annually) have an independent appraiser satisfactory to Lender determine, as applicable, the cash value or replacement cost of the Collateral. Financing Statements. Grantor authorizes Lender to file a UCC financing statement, or alternatively, a copy of this Agreement to perfect Lender's security interest. At Lender's request, Grantor additionally agrees to sign all other documents that are necessary to perfect, protect, and continue Lender's security interest in the Property. Grantor will pay all filing fees, title transfer fees, and other fees and costs involved unless prohibited by law or unless Lender is required by law to pay such fees and costs. Grantor irrevocably


 
3 appoints Lender to execute documents necessary to transfer title if there is a default. Lender may file a copy of this Agreement as a financing statement. Grantor will promptly notify Lender of any change to Grantor's name or the name of any individual Grantor, any individual who is a partner for a Grantor, and any individual who is a trustee or settlor or trustor for a Grantor under this Agreement. Grantor will also promptly notify Lender of any change to the name that appears on the most recently issued, unexpired driver's license or state-issued identification card, any expiration of the most recently issued driver's license or state-issued identification card for Grantor or any individual for whom Grantor is required to provide notice regarding name changes. GRANTOR'S RIGHT TO POSSESSION. Until default, Grantor may have possession of the tangible personal property and beneficial use of all the Collateral and may use it in any lawful manner not inconsistent with this Agreement or the Related Documents, provided that Grantor's right to possession and beneficial use shall not apply to any Collateral where possession of the Collateral by Lender is required by law to perfect Lender's security interest in such Collateral. If Lender at any time has possession of any Collateral, whether before or after an Event of Default, Lender shall be deemed to have exercised reasonable care in the custody and preservation of the Collateral if Lender takes such action for that purpose as Grantor shall request or as Lender, in Lender's sole discretion, shall deem appropriate under the circumstances, but failure to honor any request by Grantor shall not of itself be deemed to be a failure to exercise reasonable care. Lender shall not be required to take any steps necessary to preserve any rights in the Collateral against prior parties, nor to protect, preserve or maintain any security interest given to secure the Indebtedness. LENDER'S EXPENDITURES. If any action or proceeding is commenced that would materially affect Lender's interest in the Collateral or if Grantor fails to comply with any provision of this Agreement or any Related Documents, including but not limited to Grantor's failure to discharge or pay when due any amounts Grantor is required to discharge or pay under this Agreement or any Related Documents, Lender on Grantor's behalf may (but shall not be obligated to) take any action that Lender deems appropriate, Including but not limited to discharging or paying all taxes, liens, security interests, encumbrances and other claims, at any time levied or placed on the Collateral and paying all costs for insuring, maintaining and preserving the Collateral. All such expenditures incurred or paid by Lender for such purposes will then bear interest at the rate charged under the Note from the date incurred or paid by Lender to the date of repayment by Grantor. All such expenses will become a part of the Indebtedness and, at Lender's option, will (A) be payable on demand; (B) be added to the balance of the Note and be apportioned among and be payable with any installment payments to become due during either (1) the term of any applicable insurance policy; or (2) the remaining term of the Note; or (C) be treated as a balloon payment which will be due and payable at the Note's maturity. The Agreement also will secure payment of these amounts. Such right shall be in addition to all other rights and remedies to which Lender may be entitled upon Default. DEFAULT. Each of the following shall constitute an Event of Default under this Agreement: Payment Default. Grantor fails to make any payment when due under the Indebtedness. Other Defaults. Grantor fails to comply with or to perform any other term, obligation, covenant or condition contained in this Agreement or in any of the Related Documents or to comply with or to perform any term, obligation, covenant or condition contained in any other agreement between Lender and Grantor. False Statements. Any warranty, representation or statement made or furnished to Lender by Grantor or on Grantor's behalf under this Agreement or the Related Documents is false or misleading in any material respect, either now or at the time made or furnished or becomes false or misleading at any time thereafter. Defective Collateralization. This Agreement or any of the Related Documents ceases to be in full force and effect (including failure of any collateral document to create a valid and perfected security interest or lien) at any time and for any reason. Insolvency. The dissolution of Grantor (regardless of whether election to continue is made), any member withdraws from the limited liability company, or any other termination of Grantor's existence as a going business or the death of any member, the insolvency of Grantor, the appointment of a receiver for any part of Grantor's property, any assignment for the benefit of creditors, any type of creditor workout, or the commencement of any proceeding under any bankruptcy or insolvency laws by or against Grantor. Creditor or Forfeiture Proceedings. Commencement of foreclosure or forfeiture proceedings, whether by judicial proceeding, self-help, repossession or any other method, by any creditor of Grantor or by any governmental agency against any collateral securing the Indebtedness. This includes a garnishment of any of Grantor's accounts, including deposit accounts, with Lender. However, this Event of Default shall not apply if there is a good faith dispute by Grantor as to the validity or reasonableness of the claim which is the basis of the creditor or forfeiture proceeding and if Grantor gives Lender written notice of the creditor or forfeiture proceeding and deposits with Lender monies or a surety bond for the creditor or forfeiture proceeding, in an amount determined by Lender, in its sole discretion, as being an adequate reserve or bond for the dispute. Events Affecting Guarantor. Any of the preceding events occurs with respect to any Guarantor of any of the Indebtedness or Guarantor dies or becomes incompetent or revokes or disputes the validity of, or liability under, any Guaranty of the Indebtedness. Notwithstanding anything to the contrary herein, or in any of the Related Documents, the death or incompetency of a Guarantor shall not be an Event of Default if, within one hundred twenty (120) days following such death, the Grantor provides a substitute guarantor approved by Lender, and Lender’s approval shall not be unreasonably withheld. Notwithstanding anything else in this Agreement or any Related Document, or in any of the documents related hereto, neither a breach by a Guarantor of any agreement between the Guarantor and Lender, other than a Guaranty of the Indebtedness, nor the failure of a Guarantor to comply with or to perform any term, obligation, covenant, or condition contained in any agreement between the Guarantor and Lender, other than a Guaranty of the Indebtedness, shall constitute an Event of Default. Cure Provisions. If any default, other than a default in payment, is curable and if Grantor has not been given a notice of a breach of the same provision of this Agreement within the preceding twelve (12) months, it may be cured If Grantor, after Lender sends written notice to Grantor demanding cure of such default: (1) cures the default within fifteen (15) days; or (2) if the cure requires more than fifteen (15) days, immediately initiates steps which Lender deems in Lender's sole discretion to be sufficient to cure the default and thereafter continues and completes all reasonable and necessary steps sufficient to produce compliance as soon as reasonably practical. RIGHTS AND REMEDIES ON DEFAULT. If an Event of Default occurs under this Agreement, at any time thereafter, Lender shall have all the rights of a secured party under the North Carolina Uniform Commercial Code. In addition and without limitation, Lender may exercise any one or more of the following rights and remedies: Accelerate Indebtedness. Lender may declare the entire Indebtedness, including any prepayment penalty which Grantor would be required to pay, immediately due and payable, without notice of any kind to Grantor. Assemble Collateral. Lender may require Grantor to deliver to Lender all or any portion of the Collateral and any and all certificates of title and other documents relating to the Collateral. Lender may require Grantor to assemble the Collateral and make it available to Lender at a place to be designated by Lender. Lender also shall have full power to enter upon the property of Grantor to take possession of and remove the Collateral. If the Collateral contains other goods not covered by this Agreement at the time of repossession, Grantor agrees Lender may take such other goods, provided that Lender makes reasonable efforts to return them to Grantor after repossession. Sell the Collateral. Lender shall have full power to sell, lease, transfer, or otherwise deal with the Collateral or proceeds thereof in Lender's own name or that of Grantor. Lender may sell the Collateral at public auction or private sale. Unless the Collateral threatens to decline speedily in value or is of a type customarily sold on a recognized market, Lender will give Grantor, and other persons as required by law, reasonable notice of the time and place of any public sale, or the time after which any private sale or any other disposition of the Collateral is to be made. However, no notice need be provided to any person who, after Event of Default occurs, enters into and authenticates an agreement waiving that person's right to notification of sale. The requirements of reasonable notice shall be met if such notice is given at least ten (10) days before the time of the sale or disposition. All expenses relating to the disposition of the Collateral, including without limitation the expenses of retaking, holding, insuring, preparing for sale and selling the Collateral, shall become a part of the Indebtedness secured by this Agreement and shall be payable on demand, with interest at the Note rate from date of expenditure until repaid. Appoint Receiver. Lender shall have the right to have a receiver appointed to take possession of all or any part of the Collateral, with the power to protect and preserve the Collateral, to operate the Collateral preceding foreclosure or sale, and to collect the rents


 
4 from the Collateral and apply the proceeds, over and above the cost of the receivership, against the Indebtedness. The receiver may serve without bond if permitted by law. Lender's right to the appointment of a receiver shall exist whether or not the apparent value of the Collateral exceeds the Indebtedness by a substantial amount. Employment by Lender shall not disqualify a person from serving as a receiver. Collect Revenues, Apply Accounts. Lender, either itself or through a receiver, may collect the payments, rents, income, and revenues from the Collateral. Lender may at any time in Lender's discretion transfer any Collateral into Lender's own name or that of Lender's nominee and receive the payments, rents, income, and revenues therefrom and hold the same as security for the Indebtedness or apply it to payment of the Indebtedness in such order of preference as Lender may determine. Insofar as the Collateral consists of accounts, general intangibles, insurance policies, instruments, chattel paper, choses in action, or similar property, Lender may demand, collect, receipt for, settle, compromise, adjust, sue for, foreclose, or realize on the Collateral as Lender may determine, whether or not Indebtedness or Collateral is then due. For these purposes, Lender may, on behalf of and in the name of Grantor, receive, open and dispose of mail addressed to Grantor; change any address to which mail and payments are to be sent; and endorse notes, checks, drafts, money orders, documents of title, instruments and items pertaining to payment, shipment, or storage of any Collateral. To facilitate collection, Lender may notify account debtors and obligors on any Collateral to make payments directly to Lender. Obtain Deficiency. If Lender chooses to sell any or all of the Collateral, Lender may obtain a judgment against Grantor for any deficiency remaining on the Indebtedness due to Lender after application of all amounts received from the exercise of the rights provided in this Agreement. Grantor shall be liable for a deficiency even if the transaction described in this subsection is a sale of accounts or chattel paper. Other Rights and Remedies. Lender shall have all the rights and remedies of a secured creditor under the provisions of the Uniform Commercial Code, as may be amended from time to time. In addition, Lender shall have and may exercise any or all other rights and remedies it may have available at law, in equity, or otherwise. Election of Remedies. Except as may be prohibited by applicable law, all of Lender's rights and remedies, whether evidenced by this Agreement, the Related Documents, or by any other writing, shall be cumulative and may be exercised singularly or concurrently. Election by Lender to pursue any remedy shall not exclude pursuit of any other remedy, and an election to make expenditures or to take action to perform an obligation of Grantor under this Agreement, after Grantor's failure to perform, shall not affect Lender's right to declare a default and exercise its remedies. COLLATERAL INSPECTION/APPRAISAL COST REIMBURSEMENT. Upon such frequency as Lender may determine and whether or not Borrower or Grantor is in default, Lender shall be entitled to perform and Grantor shall cooperate with examinations, inspections, audits and appraisals as provided herein. Grantor shall maintain complete and accurate books and records with respect to Collateral. Upon advance notice by Lender to Grantor, Grantor shall permit access thereto by Lender and by Lender's designated representatives and agents for purposes of inspection, copying and/or auditing. Lender and Lender's designated representatives and agents shall also have the right upon advance notice to examine, inspect and/or appraise any Collateral wherever located. Subject to any limitations under applicable law, Grantor shall reimburse Lender for any professional fees or other expenses incurred by Lender in connection with any examinations, inspections or audits of the books and records of Grantor and/or any examinations, inspections and/or appraisals of the Collateral. MISCELLANEOUS PROVISIONS. The following miscellaneous provisions are a part of this Agreement: Amendments. This Agreement, together with any Related Documents, constitutes the entire understanding and agreement of the parties as to the matters set forth in this Agreement. No alteration of or amendment to this Agreement shall be effective unless given in writing and signed by the party or parties sought to be charged or bound by the alteration or amendment. Attorneys' Fees; Expenses. Grantor agrees to pay upon demand all of Lender's costs and expenses, including Lender's reasonable attorneys' fees and Lender's legal expenses, incurred in connection with the enforcement of this Agreement. Lender may hire or pay someone else to help enforce this Agreement, and Grantor shall pay the costs and expenses of such enforcement. Costs and expenses include Lender's reasonable attorneys' fees and legal expenses whether or not there is a lawsuit, including reasonable attorneys' fees and legal expenses for bankruptcy proceedings (including efforts to modify or vacate any automatic stay or injunction), appeals, and any anticipated post-judgment collection services. Grantor also shall pay all court costs and such additional fees as may be directed by the court. Caption Headings. Caption headings in this Agreement are for convenience purposes only and are not to be used to interpret or define the provisions of this Agreement. Governing Law. With respect to procedural matters related to the perfection and enforcement of Lender's rights against the Collateral, this Agreement will be governed by federal law applicable to Lender and to the extent not preempted by federal law, the laws of the State of North Carolina. In all other respects, this Agreement will be governed by federal law applicable to Lender and, to the extent not preempted by federal law, the laws of the State of Wisconsin without regard to its conflicts of law provisions. However, if there ever is a question about whether any provision of this Agreement is valid or enforceable, the provision that is questioned will be governed by whichever state or federal law would find the provision to be valid and enforceable. The loan transaction that is evidenced by the Note and this Agreement has been applied for, considered, approved and made, and all necessary loan documents have been accepted by Lender in the State of Wisconsin. Choice of Venue. If there is a lawsuit, Grantor agrees upon Lender's request to submit to the jurisdiction of the courts of Dane County, State of Wisconsin. No Waiver by Lender. Lender shall not be deemed to have waived any rights under this Agreement unless such waiver is given in writing and signed by Lender. No delay or omission on the part of Lender in exercising any right shall operate as a waiver of such right or any other right. A waiver by Lender of a provision of this Agreement shall not prejudice or constitute a waiver of Lender's right otherwise to demand strict compliance with that provision or any other provision of this Agreement. No prior waiver by Lender, nor any course of dealing between Lender and Grantor, shall constitute a waiver of any of Lender's rights or of any of Grantor's obligations as to any future transactions. Whenever the consent of Lender is required under this Agreement, the granting of such consent by Lender in any instance shall not constitute continuing consent to subsequent instances where such consent is required and in all cases such consent may be granted or withheld in the sole discretion of Lender. Notices. Any notice required to be given under this Agreement shall be given in writing, and shall be effective when actually delivered, when actually received by telefacsimile (unless otherwise required by law), when deposited with a nationally recognized overnight courier, or, if mailed, when deposited in the United States mail, as first class, certified or registered mail postage prepaid, directed to the addresses shown near the beginning of this Agreement. Any party may change its address for notices under this Agreement by giving formal written notice to the other parties, specifying that the purpose of the notice is to change the party's address. For notice purposes, Grantor agrees to keep Lender informed at all times of Grantor's current address. Unless otherwise provided or required by law, if there is more than one Grantor, any notice given by Lender to any Grantor is deemed to be notice given to all Grantors. Power of Attorney. Grantor hereby appoints Lender as Grantor's irrevocable attorney-in-fact for the purpose of executing any documents necessary to perfect, amend, or to continue the security interest granted in this Agreement or to demand termination of filings of other secured parties. Lender may at any time, and without further authorization from Grantor, file a carbon, photographic or other reproduction of any financing statement or of this Agreement for use as a financing statement. Grantor will reimburse Lender for all expenses for the perfection and the continuation of the perfection of Lender's security interest in the Collateral. Severability. If a court of competent jurisdiction finds any provision of this Agreement to be illegal, invalid, or unenforceable as to any circumstance, that finding shall not make the offending provision illegal, invalid, or unenforceable as to any other circumstance. If feasible, the offending provision shall be considered modified so that it becomes legal, valid and enforceable. If the offending provision cannot be so modified, it shall be considered deleted from this Agreement. Unless otherwise required by law, the illegality, invalidity, or unenforceability of any provision of this Agreement shall not affect the legality, validity or enforceability of any other provision of this Agreement. Successors and Assigns. Subject to any limitations stated in this Agreement on transfer of Grantor's interest, this Agreement shall be binding upon and inure to the benefit of the parties, their successors and assigns. If ownership of the Collateral becomes vested in a person other than Grantor, Lender, without notice to Grantor, may deal with Grantor's successors with reference to this Agreement and the


 
5 Indebtedness by way of forbearance or extension without releasing Grantor from the obligations of this Agreement or liability under the Indebtedness, Survival of Representations and Warranties. All representations, warranties, and agreements made by Grantor in this Agreement shall survive the execution and delivery of this Agreement, shall be continuing in nature, and shall remain in full force and effect until such time as Grantor's Indebtedness shall be paid in full. Time is of the Essence. Time Is of the essence in the performance of this Agreement. DEFINITIONS. The following capitalized words and terms shall have the following meanings when used in this Agreement. Unless specifically stated to the contrary, all references to dollar amounts shall mean amounts in lawful money of the United States of America. Words and terms used in the singular shall include the plural, and the plural shall include the singular, as the context may require. Words and terms not otherwise defined in this Agreement shall have the meanings attributed to such terms in the Uniform Commercial Code: Agreement. The word "Agreement" means this Commercial Security Agreement, as this Commercial Security Agreement may be amended or modified from time to time, together with all exhibits and schedules attached to this Commercial Security Agreement from time to time. Borrower. The word "Borrower" means CONTRAIL AVIATION SUPPORT, LLC and CONTRAIL AVIATION LEASING, LLC and includes all co- signers and co-makers signing the Note and all their successors and assigns. Collateral. The word "Collateral" means all of Grantor's right, title and interest in and to all the Collateral as described in the Collateral Description section of this Agreement. Default. The word "Default" means the Default set forth in this Agreement in the section titled "Default". Environmental Laws. The words "Environmental Laws" mean any and all state, federal and local statutes, regulations and ordinances relating to the protection of human health or the environment, including without limitation the Comprehensive Environmental Response, Compensation, and Liability Act of 1980, as amended, 42 U.S.C. Section 9601, et seq. ("CERCLA"), the Superfund Amendments and Reauthorization Act of 1986, Pub. L. No. 99-499 ("SARA"), the Hazardous Materials Transportation Act, 49 U.S.C. Section 1801, et seq., the Resource Conservation and Recovery Act, 42 U.S.C. Section 6901, et seq., or other applicable state or federal laws, rules, or regulations adopted pursuant thereto. Event of Default. The words "Event of Default" mean any of the events of default set forth in this Agreement in the default section of this Agreement. Grantor. The word "Grantor" means CONTRAIL AVIATION SUPPORT, LLC and CONTRAIL AVIATION LEASING, LLC. Guarantor. The word "Guarantor" means any guarantor, surety, or accommodation party of any or all of the Indebtedness. Guaranty. The word "Guaranty" means the guaranty from Guarantor to Lender, including without limitation a guaranty of all or part of the Note. Hazardous Substances. The words "Hazardous Substances" mean materials that, because of their quantity, concentration or physical, chemical or infectious characteristics, may cause or pose a present or potential hazard to human health or the environment when improperly used, treated, stored, disposed of, generated, manufactured, transported or otherwise handled. The words "Hazardous Substances" are used in their very broadest sense and include without limitation any and all hazardous or toxic substances, materials or waste as defined by or listed under the Environmental Laws. The term "Hazardous Substances" also includes, without limitation, petroleum and petroleum by-products or any fraction thereof and asbestos. Indebtedness. The word indebtedness" means the indebtedness evidenced by the Note or Related Documents, including all principal and interest together with all other indebtedness and costs and expenses for which Grantor is responsible under this Agreement or under any of the Related Documents. Specifically, without limitation, Indebtedness includes all amounts that may be indirectly secured by the Cross-Collateralization provision of this Agreement. Lender. The word "Lender" means ALERUS FINANCIAL, NATIONAL ASSOCIATION, its successors and assigns. Note. The word "Note" means the Note dated November 24, 2025 and executed by CONTRAIL AVIATION SUPPORT, LLC and CONTRAIL AVIATION LEASING, LLC in the principal amount of $15,000,000.00, together with all renewals of, extensions of, modifications of, refinancings of, consolidations of, and substitutions for the note or credit agreement. Property. The word "Property" means all of Grantor's right, title and interest in and to all the Property as described in the "Collateral Description" section of this Agreement. Related Documents. The words "Related Documents" mean all promissory notes, credit agreements, loan agreements, environmental agreements, guaranties, security agreements, mortgages, deeds of trust, security deeds, collateral mortgages, and all other instruments, agreements and documents, whether now or hereafter existing, executed in connection with the Indebtedness. GRANTOR HAS READ AND UNDERSTOOD ALL THE PROVISIONS OF THIS COMMERCIAL SECURITY AGREEMENT AND AGREES TO ITS TERMS. THIS AGREEMENT IS DATED NOVEMBER 24, 2025. GRANTOR: CONTRAIL AVIATION SUPPORT, LLC CONTRAIL AVIATION LEASING, LLC By: By: JOE KUHN. CEO and Manager of CONTRAIL Name: Joseph Kuhn AVIATION SUPPORT, LLC Its: CEO Lender acknowledges and agrees that this Commercial Security Agreement is subject to, and modified by, the terms and conditions of the Loan Rider. ALERUS FINANCIAL, NATIONAL ASSOCATION By: Name: Briel Grube Its: SVP


 
EX-10.11 12 a1011guaranty.htm EX-10.11 a1011guaranty
CONTINUING GUARANTY THIS CONTINUING GUARANTY (this “Guaranty”) is entered into as of November 24, 2025, by AIR T, INC. (the “Guarantor”) in favor of and for the benefit of ALERUS FINANCIAL, NATIONAL ASSOCIATION (the “Lender”). RECITALS A. Pursuant to a Master Loan Agreement dated as of the date hereof (such agreement, as amended, revised, supplemented or restated from time to time, including, but not limited to, by Supplements thereto, the “Master Loan Agreement”) by and among Contrail Aviation Support, LLC (“CAS”), Contrail Aviation Leasing, LLC (“CAL”, and together with CAS, each a “Borrower,” and collectively, the “Borrowers”) and Lender, Lender has agreed to make and continue certain financial accommodations to Borrowers, on the terms and subject to the conditions set forth in the Master Loan Agreement. B. Lender requires, as a condition to entering into the Master Loan Agreement, that Guarantor execute and deliver this Guaranty in favor of Lender, and the parties intend that this Guaranty supersedes any and all other guarantees from Guarantor to Lender in connection with loans made by Lender to one or both of the Borrowers. AGREEMENTS In consideration of the Recitals and to induce Lender to enter into the Master Loan Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Guarantor hereby agrees as follows for the benefit of Lender. 1. DEFINITIONS. 1.1 Certain Defined Terms. Words not otherwise defined herein shall have the meanings assigned them in the Master Loan Agreement. As used in this Guaranty, the following terms shall have the following meanings unless the context otherwise requires: “Bank Documents” means the Master Loan Agreement, the Notes and the other Loan Documents. “Guaranty” means this Guaranty, as it may be amended, supplemented or otherwise modified from time to time. “Indebtedness” means all of the principal amount outstanding from time to time and at any one or more times, accrued unpaid interest thereon and all collection costs and legal expenses related thereto permitted by law, reasonable attorneys’ fees, arising from any and all debts, liabilities and obligations of every nature or form, now existing or hereafter arising or acquired, that Borrowers individually or collectively or interchangeably with others, owes or will owe Lender. “Indebtedness” includes, without limitation, loans, advances, debts, overdraft Docusign Envelope ID: 996A8D70-00DF-4C1B-88F2-39337398B8F9


 
2 indebtedness, credit card indebtedness, lease obligations, liabilities and obligations under any interest rate protection agreements or foreign currency exchange agreements or commodity price protection agreements, other obligations, and liabilities of any Borrower, and any present or future judgments against any Borrower, future advances, loans or transactions that renew, extend, modify, refinance, consolidate or substitute these debts, liabilities and obligations whether: voluntarily or involuntarily incurred; due or to become due by their terms or acceleration; absolute or contingent; liquidated or unliquidated; determined or undetermined; direct or indirect; primary or secondary in nature or arising from a guaranty or surety; secured or unsecured; joint or several; evidenced by a negotiable or non-negotiable instrument or writing; originated by Lender or another or others; barred or unenforceable against Borrowers for any reason whatsoever; for any transactions that may be voidable for any reason (such as infancy, insanity, ultra vires or otherwise); and originated then reduced or extinguished and then afterwards increased or reinstated. “Indebtedness” also includes any and all costs and expenses incurred by Lender following an Event of Default associated with any commercially reasonable efforts, whether successful or not, for the recovery, delivery to Lender, sale or other disposition of any Collateral securing any of the Indebtedness, including, but not limited to, Collateral in foreign countries (collectively, “Collateral Recovery Costs”); provided, however, that while Collateral Recovery Costs include all costs, fees, and expenses, including attorney’s fees, associated with the recovery, repossession or other similar efforts to retrieve Lender’s Collateral, neither Collateral Recovery Costs nor Guaranty Collection Costs shall include any costs and fees associated with obtaining replacement Collateral. “payment in full”, “paid in full” or any similar term means payment in full of the Indebtedness, including all principal, interest, costs, fees and expenses (including reasonable legal fees and expenses) of Lender and all affiliates of Lender as required under the Bank Documents. 1.2 Interpretation. (a) References to “Sections” and “subsections” shall be to Sections and subsections, respectively, of this Guaranty unless otherwise specifically provided. (b) In the event of any conflict or inconsistency between the terms, conditions and provisions of this Guaranty and the terms, conditions and provisions of the Master Loan Agreement, the terms, conditions and provisions of this Guaranty shall prevail. 2. GUARANTY. 2.1 Continuing Guaranty. THIS IS A “CONTINUING GUARANTY” UNDER WHICH GUARANTOR AGREES TO GUARANTY THE FULL AND Docusign Envelope ID: 996A8D70-00DF-4C1B-88F2-39337398B8F9


 
3 PUNCTUAL PAYMENT, PERFORMANCE AND SATISFACTION OF THE INDEBTEDNESS OF BORROWERS, OR ANY ONE OR MORE OF THEM, TO LENDER, NOW EXISTING OR HEREAFTER ARISING OR ACQUIRED ON A CONTINUING BASIS. ACCORDINGLY, ANY PAYMENTS MADE ON THE INDEBTEDNESS WILL NOT DISCHARGE OR DIMINISH GUARANTOR’S OBLIGATIONS AND LIABILITY UNDER THIS GUARANTY FOR ANY REMAINING AND SUCCEEDING INDEBTEDNESS EVEN WHEN ALL OR PART OF THE OUTSTANDING INDEBTEDNESS MAY BE A ZERO BALANCE FROM TIME TO TIME. 2.2 Impact on Other Guaranties. This Guaranty supersedes and revokes any and all previous guarantees issued by the Guarantor to the Lender. 2.3 Guaranty of Payment, not Collection. For good and valuable consideration, Guarantor absolutely and unconditionally guaranties full and punctual payment and satisfaction of the Indebtedness of Borrowers to Lender when due, whether at stated maturity or by acceleration or otherwise. This is a guaranty of payments when due and not of collection, so Lender can enforce this Guaranty against Guarantor even when Lender has not exhausted Lender’s remedies against anyone else obligated to pay the Indebtedness or against any Collateral securing the Indebtedness, this Guaranty or any other guaranty of the Indebtedness. Guarantor will make any payments to Lender or its order, on demand, in legal tender of the United States of America, in same-day funds, without set-off or deduction or counterclaim. 2.4 Conditional Limitation of Liability. Notwithstanding anything to the contrary contained in this Guaranty, Guarantor’s aggregate liability under this Guaranty will, at all times, be equal to the sum of the following: (a) Two Million Dollars ($2,000,000.00); plus (b) Guaranty Collection Costs pursuant to Section 2.10 below; plus (c) Collateral Recovery Costs (collectively, the “Liability Cap”). 2.5 Payment by Guarantor; Application of Payments. Guarantor hereby agrees, in furtherance of the foregoing and not in limitation of any other right which Lender may have at law or in equity against Guarantor by virtue hereof, that upon the failure of either Borrower to pay any of the Indebtedness 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 Section 362(a) of the Bankruptcy Code, 11 U.S.C. § 362(a)), but subject to extension to account for any applicable cure periods, Guarantor will upon demand pay, or cause to be paid, in cash, to Lender an amount equal to the sum of the unpaid principal amount of all Indebtedness then due as aforesaid, accrued and unpaid interest on such Docusign Envelope ID: 996A8D70-00DF-4C1B-88F2-39337398B8F9


 
4 Indebtedness (including interest which, but for the filing of a petition in bankruptcy with respect to any Borrower, would have accrued on such Indebtedness, whether or not a claim is allowed against such Borrower for such interest in the related bankruptcy proceeding) and all other Indebtedness then owed to Lender as aforesaid. All such payments shall be applied promptly from time to time by Lender to the Indebtedness in the manner determined by Lender in its sole discretion. Guarantor’s liability under this Guaranty will only be reduced by sums actually paid by Guarantor under this Guaranty, but will not be reduced by sums from any other source, including, but not limited to, sums realized from any Collateral securing the Indebtedness or this Guaranty, or payments by anyone other than Guarantor, or reductions by operation of law, judicial order or equitable principles. Lender has the sole and absolute discretion to determine how sums shall be applied among guaranties of the Indebtedness. 2.6 Liability of Guarantor Absolute. Guarantor agrees that his obligations hereunder are irrevocable, absolute, independent and unconditional and shall not be affected by any circumstance which constitutes a legal or equitable discharge of a guarantor or surety other than payment in full of the Indebtedness. In furtherance of the foregoing and without limiting the generality thereof, Guarantor agrees as follows: (a) This Guaranty is a guaranty of payment when due and not of collectability. (b) Lender may enforce this Guaranty upon the occurrence of an Event of Default under the Master Loan Agreement or any other Bank Document notwithstanding the existence of any dispute between any Borrower and Lender with respect to the existence of such Event of Default. (c) The obligations of Guarantor hereunder are independent of the obligations of Borrowers under the Bank Documents and the obligations of any other guarantor of the obligations of Borrowers under the Bank Documents, and a separate action or actions may be brought and prosecuted against Guarantor whether or not any action is brought against any Borrower or any other guarantor and whether or not any Borrower is joined in any such action or actions. (d) Payment by Guarantor of a portion, but not all, of the Indebtedness shall in no way limit, affect, modify or abridge Guarantor’s liability for any portion of the Indebtedness which has not been paid. (e) Lender, upon such terms as it deems appropriate, without notice or demand and without affecting the validity or enforceability of this Guaranty or giving rise to any reduction, limitation, impairment, discharge or termination of Guarantor’s liability hereunder, from time to time may Docusign Envelope ID: 996A8D70-00DF-4C1B-88F2-39337398B8F9


 
5 (i) renew, extend, accelerate, increase the rate of interest on, or otherwise change the time, place, manner or terms of payment of the Indebtedness; (ii) settle, compromise, release or discharge, or accept or refuse any offer of performance with respect to, or substitutions for, the Indebtedness or any agreement relating thereto and/or subordinate the payment of the same to the payment of any other obligations; (iii) request and accept other guaranties of the Indebtedness and take and hold security for the payment of this Guaranty or the Indebtedness; (iv) release, surrender, exchange, substitute, compromise, settle, rescind, waive, alter, subordinate or modify, with or without consideration, any security for payment of the Indebtedness, any other guaranties of the Indebtedness, or any other obligation of any person with respect to the Indebtedness; (v) enforce and apply any security now or hereafter held by or for the benefit of Lender in respect of this Guaranty or the Indebtedness and direct the order or manner of sale thereof, or exercise any other right or remedy that Lender may have against any such security, in each case as Lender in its discretion may determine consistent with the Master Loan Agreement and any applicable security agreement, including foreclosure on any such security pursuant to one or more judicial or nonjudicial sales and even though such action operates to impair or extinguish any right of reimbursement or subrogation or other right or remedy of Guarantor against any Borrower or any security for the Indebtedness; and (vi) exercise any other rights available to it under the Bank Documents at law or in equity. (f) This Guaranty and the obligations of Guarantor hereunder shall be valid and enforceable and shall not be subject to any reduction, limitation, impairment, discharge or termination for any reason (other than payment in full of the Indebtedness), including the occurrence of any of the following, whether or not Guarantor shall have had notice or knowledge of any of them: (i) any failure or omission to assert or enforce any agreement or election not to assert or enforce, or the stay or enjoining, by order of court, by operation of law or otherwise, of the exercise or enforcement of, any claim or demand or any right, power or remedy (whether arising under the Bank Documents, at law, in equity or otherwise) with respect to the Indebtedness or any agreement relating thereto, or with respect to any other guaranty of or security for the payment of the Indebtedness; (ii) any rescission, waiver, amendment or modification of, or any consent to departure from, any of the terms or provisions (including provisions relating to events of default) of the Master Loan Agreement, any other Bank Document or any agreement or instrument executed pursuant thereto, or of any other guaranty or security for the Indebtedness, in each case whether or not in accordance with the terms of the Master Loan Agreement or such Bank Document or any agreement relating to such other guaranty or security; (iii) the Indebtedness, or any agreement relating thereto, at any time being found to be illegal, invalid or unenforceable in any respect; (iv) the application of payments received from any source to the payment of indebtedness other than the Docusign Envelope ID: 996A8D70-00DF-4C1B-88F2-39337398B8F9


 
6 Indebtedness, even though Lender might have elected to apply such payment to any part or all of the Indebtedness; (v) Lender’s consent to the change, reorganization or termination of the corporate structure or existence of any Borrower and to any corresponding restructuring of the Indebtedness; (vi) any failure to perfect or continue perfection of a security interest in any Collateral which secures any of the Indebtedness; (vii) any defenses, set-offs or counterclaims (other than a defense of payment or performance) which any Borrower may allege or assert against Lender in respect of the Indebtedness, including failure of consideration, breach of warranty, statute of frauds, and usury; and (viii) any other act or thing or omission, or delay to do any other act or thing, which may or might in any manner or to any extent vary the risk of Guarantor as an obligor in respect of the Indebtedness. 2.7 Waivers by Guarantor. Guarantor hereby waives, for the benefit of Lender: (a) any right to require Lender, as a condition of payment or performance by Guarantor, to (i) proceed against either Borrower, any other guarantor of the Indebtedness or any other person; (ii) proceed against or exhaust any security held from any Borrower, any such other guarantor or any other person; (iii) proceed against or have resort to any balance of any deposit account or credit on the books of Lender in favor of any Borrower or any other person; or (iv) pursue any other remedy in the power of Lender whatsoever; (b) any defense arising by reason of the incapacity, lack of authority or any disability or other defense of any Borrower including any defense based on or arising out of the lack of validity or the unenforceability of the Indebtedness or any agreement or instrument relating thereto or by reason of the cessation of the liability of any Borrower from any cause other than payment in full of the Indebtedness; (c) any defense based upon any statute or rule of law which provides that the obligation of a surety must be neither larger in amount nor in other respects more burdensome than that of the principal; (d) any defense based upon Lender’s errors or omissions in the administration of the Indebtedness, except behavior which amounts to bad faith, recklessness, or willful misconduct; and (e) (i) any principles or provisions of law, statutory or otherwise, which are or might be in conflict with the terms of this Guaranty and any legal or equitable discharge of Guarantor’s obligations hereunder; (ii) any rights to set-offs, recoupments and counterclaims; and (iii) promptness, diligence and any requirement that Lender protect, secure, perfect or insure any security interest or lien or any property subject thereto; Docusign Envelope ID: 996A8D70-00DF-4C1B-88F2-39337398B8F9


 
7 (f) notices, demands, presentments, protests, notices of protest, notices of dishonor and notices of any action or inaction, including acceptance of this Guaranty, notices of default under the Master Loan Agreement, the other Bank Documents or any agreement or instrument related thereto, notices of any renewal, extension or modification of the Indebtedness or any agreement related thereto, notices of any extension of credit to any Borrower and notices of any of the matters referred to in Section 2.6 and any right to consent to any thereof; and (g) any defenses or benefits that may be derived from or afforded by law which limit the liability of or exonerate Guarantor or sureties, or which may conflict with the terms of this Guaranty. 2.8 Guarantor’s Rights of Subrogation, Contribution, Etc. Until the Indebtedness shall have been indefeasibly paid in full, Guarantor may not exercise any rights of subrogation, contribution, reimbursement or indemnification that Guarantor may have against any Borrower or against any Collateral or security, and any rights of contribution that Guarantor may have against any other guarantor of the Indebtedness. Any rights of subrogation, contribution, reimbursement or indemnification that Guarantor may have against any Borrower or against any Collateral or security, and any rights of contribution that Guarantor may have against any other guarantor, shall be junior and subordinate to any rights Lender may have against either Borrower, to all right, title and interest Lender may have in any such Collateral or security and to any right Lender may have against such other guarantor. If any amount shall be paid to Guarantor on account of any such subrogation, reimbursement, indemnification or contribution rights at any time when all Indebtedness shall not have been paid in full, such amount shall be held in trust for Lender and shall forthwith be paid over to Lender to be credited and applied against the Indebtedness, whether matured or unmatured, in accordance with the terms hereof. 2.9 Subordination of Other Obligations. Any indebtedness of any Borrower now or hereafter held by Guarantor is hereby subordinated in right of payment to the Indebtedness, and except as otherwise set forth in any Subordination Agreement entered into by Guarantor for the benefit of Lender, any such indebtedness collected or received by Guarantor shall be held in trust for Lender and shall forthwith be paid over to Lender to be credited and applied against the Indebtedness but without affecting, impairing or limiting in any manner the liability of Guarantor under any other provision of this Guaranty. 2.10 Expenses. Guarantor agrees to pay, or cause to be paid, on demand, and to save Lender harmless against liability for, any and all costs and expenses (including reasonable fees and disbursements of counsel and allocated costs of internal counsel) incurred or expended by Lender in connection with the enforcement of or preservation of any rights under this Guaranty (collectively, “Guaranty Collection Costs”). Docusign Envelope ID: 996A8D70-00DF-4C1B-88F2-39337398B8F9


 
8 2.11 Authority of Guarantor or Borrowers. It is not necessary for Lender to inquire into the capacity or power of Guarantor or Borrowers or the officers, directors or any agents acting or purporting to act on behalf of any of them. 2.12 Financial Condition of Borrowers. Lender’s loans to any Borrower may be continued from time to time without notice to or authorization from Guarantor regardless of the financial or other condition of such Borrower at the time of any such grant or continuation. Lender shall not have any obligation to disclose or discuss with Guarantor its assessment, or Guarantor’s assessment, of the financial condition of any Borrower. Guarantor has adequate means to obtain information from Borrowers on a continuing basis concerning the financial condition of each Borrower and its ability to perform its obligations under the Bank Documents, and Guarantor assumes the responsibility for being and keeping informed of the financial condition of Borrowers and of all circumstances bearing upon the risk of nonpayment of the Indebtedness. Guarantor hereby waives and relinquishes any duty on the part of Lender to disclose any matter, fact or thing relating to the business, operations or conditions of Borrowers now known or hereafter known by Lender. 2.13 Rights Cumulative. The rights, powers and remedies given to Lender by this Guaranty are cumulative and shall be in addition to and independent of all rights, powers and remedies given to Lender by virtue of any statute or rule of law or in any of the other Bank Documents or any agreement between Guarantor and Lender or between any Borrower and Lender. Any forbearance or failure to exercise, and any delay by Lender in exercising, any right, power or remedy hereunder shall not impair any such right, power or remedy or be construed to be a waiver thereof, nor shall it preclude the further exercise of any such right, power or remedy. 2.14 Bankruptcy; Post-Petition Interest; Reinstatement of Guaranty. (a) The obligations of Guarantor under this Guaranty shall not be reduced, limited, impaired, discharged, deferred, suspended or terminated by any proceeding, voluntary or involuntary, involving the bankruptcy, insolvency, receivership, reorganization, liquidation or arrangement of any Borrower or by any defense which such Borrower may have by reason of the order, decree or decision of any court or administrative body resulting from any such proceeding. (b) Guarantor acknowledges and agrees that any interest on any portion of the Indebtedness which accrues after the commencement of any proceeding referred to in clause (a) above (or, if interest on any portion of the Indebtedness ceases to accrue by operation of law by reason of the commencement of said proceeding, such interest as would have accrued on such portion of the Indebtedness if said proceedings had not been commenced) shall be included in the Indebtedness because it is the intention of Guarantor and Lender that the Indebtedness which are Docusign Envelope ID: 996A8D70-00DF-4C1B-88F2-39337398B8F9


 
9 guarantied by Guarantor pursuant to this Guaranty should be determined without regard to any rule of law or order which may relieve any Borrower of any portion of such Indebtedness. Guarantor will permit any trustee in bankruptcy, receiver, debtor in possession, assignee for the benefit of creditors or similar person to pay Lender, or allow the claim of Lender in respect of, any such interest accruing after the date on which such proceeding is commenced. (c) In the event that all or any portion of the Indebtedness are paid by Borrowers, the obligations of Guarantor hereunder shall continue and remain in full force and effect or be reinstated, as the case may be, in the event that all or any part of such payment(s) are rescinded or recovered directly or indirectly from Lender as a preference, fraudulent transfer or otherwise, and any such payments which are so rescinded or recovered shall constitute Indebtedness for all purposes under this Guaranty. 2.15 Set Off. In addition to any other rights Lender may have under law or in equity, if any amount shall at any time be due and owing by Guarantor to Lender under this Guaranty, Lender is authorized at any time or from time to time, without notice (any such notice being hereby expressly waived), to set off and to appropriate and to apply any and all deposits (general or special, including indebtedness evidenced by certificates of deposit, whether matured or unmatured) and any other indebtedness of Lender owing to Guarantor and any other property of Guarantor held by Lender to or for the credit or the account of Guarantor against and on account of the Indebtedness and liabilities of Guarantor to Lender under this Guaranty. 2.16 Financial Statements. To the extent such information is not publicly and readily available, and to the extent not prohibited by applicable law, Guarantor agrees to furnish to Lender within thirty (30) days of the direction of the Lender to do so, but in any case, no less frequently than annually, a financial statement of Guarantor listing all assets and liabilities (including contingent liabilities) of Guarantor, and the resulting net worth, signed and dated by Guarantor, in form, detail and completeness acceptable to Lender in its sole discretion from time to time. In addition, as soon as available, but in any event not later than ten (10) days after filing copies of Guarantor’s Federal income tax return as filed with the Internal Revenue Service, signed by Guarantor, complete in all respects including all statements, schedules (including any Schedule K-1s related to income or losses reported), forms and attachments thereto. In addition to any other financial reporting requirements of Guarantor to Lender, Guarantor agrees to furnish to Lender, at times and frequencies reasonably determined appropriate by Lender from time to time, any other information or reports with respect to Guarantor’s financial condition. Docusign Envelope ID: 996A8D70-00DF-4C1B-88F2-39337398B8F9


 
10 3. MISCELLANEOUS. 3.1 Survival of Warranties. All agreements, representations and warranties made herein shall survive the execution and delivery of this Guaranty and the other Bank Documents. 3.2 Limitation of Liability. Guarantor, and by its acceptance of this Guaranty, Lender, hereby confirms that it is the intention of all such persons that this Guaranty and the obligations of Guarantor hereunder not constitute a fraudulent transfer or conveyance for purposes of the Bankruptcy Code, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any other federal, state or foreign bankruptcy, insolvency, receivership or similar law to the extent applicable to this Guaranty and the Obligations of Guarantor hereunder. To effectuate the foregoing intention, Lender and Guarantor hereby irrevocably agree that the obligations of Guarantor under this Guaranty at any time shall be limited to the maximum amount as will result in the obligations of Guarantor under this Guaranty not constituting a fraudulent transfer or conveyance. 3.3 Notices. Any communications between Lender and Guarantor and any notices or requests provided herein to be given may be given by mailing the same, postage prepaid, or by facsimile transmission, if to Lender, at its address set forth in the Master Loan Agreement and if to Guarantor, at his address set forth on the signature pages hereof, or to such other addresses as each such party may in writing hereafter indicate. Any notice, request or demand to or upon Lender or Guarantor shall not be effective until received. 3.4 Severability. In case any provision in or obligation under this Guaranty shall be invalid, illegal or unenforceable in any jurisdiction, the validity, legality and enforceability of the remaining provisions or obligations, or of such provision or obligation in any other jurisdiction, shall not in any way be affected or impaired thereby. 3.5 Amendments and Waivers. No amendment, modification, termination or waiver of any provision of this Guaranty, and no consent to any departure by Guarantor therefrom, shall in any event be effective without the written concurrence of Lender and Guarantor. Any such waiver or consent shall be effective only in the specific instance and for the specific purpose for which it was given. 3.6 Headings. Section and subsection headings in this Guaranty are included herein for convenience of reference only and shall not constitute a part of this Guaranty for any other purpose or be given any substantive effect. 3.7 Applicable Law; Rules of Construction. THIS GUARANTY AND THE RIGHTS AND OBLIGATIONS OF GUARANTOR AND LENDER HEREUNDER SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE Docusign Envelope ID: 996A8D70-00DF-4C1B-88F2-39337398B8F9


 
11 INTERNAL LAWS OF THE STATE OF WISCONSIN, WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES. 3.8 Successors and Assigns. This Guaranty is a continuing guaranty and shall be binding upon Guarantor and his respective successors and assigns. This Guaranty shall inure to the benefit of Lender and its successors and assigns. Guarantor shall not assign this Guaranty or any of the rights or obligations of Guarantor hereunder without the prior written consent of Lender. Lender may, without notice or consent, assign its interest in this Guaranty in whole or in part, provided that Lender shall use its best efforts to notify Guarantor of any such assignment promptly following such assignment. The terms and provisions of this Guaranty shall inure to the benefit of any transferee or assignee of the Note, or any portion thereof, and in the event of such transfer or assignment the rights and privileges herein conferred upon Lender shall automatically extend to and be vested in such transferee or assignee, all subject to the terms and conditions hereof. 3.9 Consent to Jurisdiction. To induce Lender to accept delivery of this Guaranty: GUARANTOR AGREES THAT ALL ACTIONS OR PROCEEDINGS IN ANY MANNER RELATING TO OR ARISING OUT OF THIS GUARANTY OR THE OTHER BANK DOCUMENTS MAY BE BROUGHT ONLY IN COURTS OF THE STATE OF WISCONSIN LOCATED IN DANE COUNTY OR THE FEDERAL COURT FOR THE WESTERN DISTRICT OF WISCONSIN AND GUARANTOR CONSENTS TO THE JURISDICTION OF SUCH COURTS. GUARANTOR WAIVES ANY OBJECTION HE MAY NOW OR HEREAFTER HAVE TO THE VENUE OF ANY SUCH COURT AND ANY RIGHT HE MAY HAVE NOW OR HEREAFTER HAVE TO CLAIM THAT ANY SUCH ACTION OR PROCEEDING IS IN AN INCONVENIENT COURT. 3.10 Waiver of Jury Trial. GUARANTOR AND LENDER (BY ITS ACCEPTANCE HEREOF) HEREBY AGREE TO WAIVE THEIR RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS GUARANTY. The scope of this waiver is intended to be all encompassing of any and all disputes that may be filed in any court and that relate to the subject matter of this transaction, including contract claims, tort claims, breach of duty claims and all other common law and statutory claims. Guarantor and Lender each acknowledge that this waiver is a material inducement for Guarantor and Lender to enter into a business relationship, that Guarantor and Lender have already relied on this waiver in executing or accepting this Guaranty, and that each will continue to rely on this waiver in their related future dealings. Guarantor and Lender further warrant and represent that each has reviewed this waiver with its legal counsel, and that each knowingly and voluntarily waives its jury trial rights following consultation with legal counsel. THIS WAIVER IS IRREVOCABLE, MEANING THAT IT MAY NOT BE MODIFIED EITHER ORALLY OR IN WRITING (OTHER THAN BY A MUTUAL WRITTEN Docusign Envelope ID: 996A8D70-00DF-4C1B-88F2-39337398B8F9


 
12 WAIVER SPECIFICALLY REFERRING TO THIS SECTION AND EXECUTED BY GUARANTOR AND LENDER), AND THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO THIS Guaranty. In the event of litigation, this Guaranty may be filed as a written consent to a trial by the court. 3.11 No Other Writing. This writing is intended by Guarantor and Lender as the final expression of this Guaranty and is also intended as a complete and exclusive statement of the terms of Guarantor’s undertaking with respect to the matters covered hereby. No course of dealing, course of performance or trade usage, and no parole evidence of any nature, shall be used to supplement or modify any terms of this Guaranty. There are no conditions to the full effectiveness of this Guaranty. 3.12 Further Assurances. At any time or from time to time, upon the request of Lender, Guarantor shall execute and deliver such further documents and do such other acts and things as Lender may reasonably request in order to effect fully the purposes of this Guaranty. 3.13 Errors and Omission. The undersigned Guarantor, if requested by Lender, agrees to fully cooperate and adjust for clerical errors, any or all loan closing documentation if deemed necessary or desirable in the reasonable discretion of Lender for any reason, including, without limitation, to enable Lender to sell, convey, seek guaranty or market said loan to any entity. 3.14 Effectiveness. This Guaranty shall become effective as to Guarantor upon the execution and delivery hereof by Guarantor. AIR T, INC. Name: Its: Address: Docusign Envelope ID: 996A8D70-00DF-4C1B-88F2-39337398B8F9 Minneapolis, MN 55412 5000 W 36th Street, Suite 200 Mark Jundt Corporate Secretary