8-K

______________________________________________________________________________

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): February 15, 2022

______________________________________________________________________________

AIR T, INC.

(Exact Name of Registrant as Specified in Charter)  

______________________________________________________________________________

Delaware	001-35476	52-1206400
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

5930 Balsom Ridge Road

Denver, North Carolina 28037

(Address of Principal Executive Offices, and Zip Code)

________________(828) 464-8741__________________

Registrant’s Telephone Number, Including Area Code

Not applicable___

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

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

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

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

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

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

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

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

Item 1.01 Entry into a Material Definitive Agreement

On February 15, 2022, Contrail Aviation Support, LLC (“CAS”), a 79%-owned subsidiary Air T, Inc. (the “Company”) completed the acquisition of two (2) CFM56-5B3/SP engines. The engines were the first and second engines of eight (8) engines to be purchased pursuant to the purchase agreement dated January 19, 2022 reported in Air T, Inc’s Current Report on Form 8-K dated January 24, 2022. The transaction value for the purchase of the two engines exceeded $5,000,000. The purchase continues Contrail’s business of purchasing aircraft and/or aircraft engines for the purpose of leasing or disassembling them and selling them for parts.

CAS obtained the funds necessary to fund the acquisition of the eight (8) engines to be purchased pursuant to the January 19, 2022 purchase agreement from Old National Bank. On February 18, 2022, CAS and Old National Bank entered into Supplement #9 to the Master Loan Agreement dated June 24, 2019 and Term Note H. Term Note H is a multiple advance term loan in the principal amount of $14,875,000. The loan bears a variable interest rate at the Wall Street Journal prime rate plus 0.75% and requires 18 monthly payments of interest until the loan maturity date of August 18, 2023. Principal reduction payments are due monthly in an amount equal to 100% of the amount of the gross sales proceeds collected that are derived from any of the engines or any component sold during the prior month. The loan is secured by a first lien on the engines acquired and to be acquired with the loan proceeds and may be prepaid without penalty. The loan includes a quarterly rolling cash flow coverage ratio covenant and a tangible net worth covenant.

The foregoing summary of the terms of the purchase transaction documents does not purport to be complete and is qualified in its entirety by reference to the documents which are filed as Exhibit 10.1 and Exhibit 10.2 hereto and are incorporated by reference herein. The above discussion regarding the Old National Bank financing is qualified in its entirety by reference to Supplement #9 to Master Loan Agreement, Term Loan H and Form of Security Agreement filed as Exhibits 10.3, 10.4 and 10.5 filed herewith, which are incorporated herein by reference.

Item 2.01. Completion of Acquisition or Disposition of Assets.

To the extent required by Item 2.01 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 2.01.

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	Bill of Sale and Acceptance Certificate, dated February 15, 2022 with respect to Engine CFM56-5B3/2P Serial number 779962.
10.2	Bill of Sale and Acceptance Certificate, dated February 15, 2022 with respect to Engine CFM56-5B3/2P Serial number 779923.
10.3	Supplement #9 to Master Loan Agreement dated June 24, 2019 by and between CAS and Old National Bank dated February 18, 2022, without exhibits.
10.4	Promissory Note Term Note H in the principal amount of $14,875,000 from CAS to Old National Bank dated February 18, 2022.
10.5	Form of Security Agreement from CAS to Old National Bank dated February 18, 2022.

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: February 22, 2022.

AIR T, INC.

By: /s/ Brian Ochocki

Brian Ochocki, Chief Financial Officer

EX-10.1

ACCEPTANCE CERTIFICATE

Pursuant to the engine sale agreement dated January 19, 2022 between FINNAIR AIRCRAFT FINANCE OY (“Seller”) and CONTRAIL AVIATION SUPPORT, LLC (“Buyer”) relating to two (2) used CFM56-5B3/2P engines bearing manufacturer’s serial numbers 779923 and 779962 (“Sale Agreement”) Buyer HEREBY UNCONDITIONALLY AND IRREVOCABLY CERTIFIES to Seller that:

1    Buyer has this 15th day of February 2022 inspected the Engine at Châteauroux, France and Buyer confirms that the Engine conforms with the description and is in the condition and equipped as required by the terms of the Sale Agreement;

2    Buyer hereby unconditionally and irrevocably accepts the Engine in an “AS IS WHERE IS” condition with all faults and defects (whether or not discoverable by inspection) and the provisions of Clause 8 of the Sale Agreement are repeated as if set out in full herein; and

3    the condition of the Engine is satisfactory and compliant with the terms of the Sale Agreement in all respects, without reservation or exception, and Buyer has no rights or claims whatsoever against Seller in respect of the condition of the Engine or any of the other matters referred to in Clause 8 of the Sale Agreement.

Capitalised terms in this Acceptance Certificate but not otherwise defined herein shall have the same meaning as used in the Sale Agreement.

Date:     February 15, 2022

By:    __/s/ Joseph G. Kuhn_____________

    Joseph G. Kuhn

Title:     CEO__________________________

Duly authorised, for and on behalf of

CONTRAIL AVIATION SUPPORT, LLC

DocuSign Envelope ID: 9FADC417-3C4B-422A-8D3A-607186B69069

BILL OF SALE

The undersigned, FINNAIR AIRCRAFT FINANCE OY, a company incorporated under the laws of Finland and whose registered office is at Tietotie 9, Helsinki Airport, Helsinki, Finland (“Seller”) is the owner and has full legal and beneficial title to:

one (1) used CFM56-5B3/2P engine bearing manufacturer's serial number 779962 including full QEC (excluding the inlet cowl, fan cowls, thrust reversers, and C-ducts), along with all documents and records pertaining thereto (referred to herein as the “Engine”)

and Seller DOES HEREBY SELL, CONVEY AND TRANSFER all its right, title and interest in and to the Engine to CONTRAIL AVIATION SUPPORT, LLC (“Buyer”) under an engine sale agreement dated January

19th 2022 between Seller and Buyer (“Sale Agreement”), subject to and in accordance with the provisions of the Sale Agreement, to have and to hold the Engine forever.

Further, Seller HEREBY WARRANTS to Buyer that it is the legal and beneficial owner of the Engine and subject to and in accordance with the provisions of the Sale Agreement there is HEREBY CONVEYED to Buyer good and marketable, full legal and beneficial title to the Engine free and clear of Security Interests.

Unless otherwise defined herein or the context requires otherwise, capitalised terms in this Bill of Sale but not otherwise defined herein shall have the same meaning as used in the Sale Agreement (whether defined therein or incorporated therein by reference).

The Engine is sold AS IS and WHERE IS with all faults.

This Bill of Sale and any non-contractual obligations arising out of or in connection with this Bill of Sale shall be governed by and construed in accordance with the laws of England.

IN WITNESS WHEREOF Seller has caused this Bill of Sale to be duly executed at 9:20 UTC this 15th day of February 2022.

EXECUTED by _/s/ Riku Aho_________ )

duly authorized on behalf of )

FINNAIR AIRCRAFT FINANCE OY     )

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EX-10.2

ACCEPTANCE CERTIFICATE

Pursuant to the engine sale agreement dated January 19, 2022 between FINNAIR AIRCRAFT FINANCE OY (“Seller”) and CONTRAIL AVIATION SUPPORT, LLC (“Buyer”) relating to two (2) used CFM56-5B3/2P engines bearing manufacturer’s serial numbers 779923 and 779962 (“Sale Agreement”) Buyer HEREBY UNCONDITIONALLY AND IRREVOCABLY CERTIFIES to Seller that:

1    Buyer has this 15th day of February 2022 inspected the Engine at Châteauroux, France and Buyer confirms that the Engine conforms with the description and is in the condition and equipped as required by the terms of the Sale Agreement;

2    Buyer hereby unconditionally and irrevocably accepts the Engine in an “AS IS WHERE IS” condition with all faults and defects (whether or not discoverable by inspection) and the provisions of Clause 8 of the Sale Agreement are repeated as if set out in full herein; and

3    the condition of the Engine is satisfactory and compliant with the terms of the Sale Agreement in all respects, without reservation or exception, and Buyer has no rights or claims whatsoever against Seller in respect of the condition of the Engine or any of the other matters referred to in Clause 8 of the Sale Agreement.

Capitalised terms in this Acceptance Certificate but not otherwise defined herein shall have the same meaning as used in the Sale Agreement.

Date:     February 15, 2022

By:    __/s/ Joseph G. Kuhn_____________

    Joseph G. Kuhn

Title:     CEO__________________________

Duly authorised, for and on behalf of

CONTRAIL AVIATION SUPPORT, LLC

DocuSign Envelope ID: 9FADC417-3C4B-422A-8D3A-607186B69069

BILL OF SALE

The undersigned, FINNAIR AIRCRAFT FINANCE OY, a company incorporated under the laws of Finland and whose registered office is at Tietotie 9, Helsinki Airport, Helsinki, Finland (“Seller”) is the owner and has full legal and beneficial title to:

one (1) used CFM56-5B3/2P engine bearing manufacturer's serial number 779923 including full QEC (excluding the inlet cowl, fan cowls, thrust reversers, and C-ducts), along with all documents and records pertaining thereto (referred to herein as the “Engine”)

and Seller DOES HEREBY SELL, CONVEY AND TRANSFER all its right, title and interest in and to the Engine to CONTRAIL AVIATION SUPPORT, LLC (“Buyer”) under an engine sale agreement dated January

19th 2022 between Seller and Buyer (“Sale Agreement”), subject to and in accordance with the provisions of the Sale Agreement, to have and to hold the Engine forever.

Further, Seller HEREBY WARRANTS to Buyer that it is the legal and beneficial owner of the Engine and subject to and in accordance with the provisions of the Sale Agreement there is HEREBY CONVEYED to Buyer good and marketable, full legal and beneficial title to the Engine free and clear of Security Interests.

Unless otherwise defined herein or the context requires otherwise, capitalised terms in this Bill of Sale but not otherwise defined herein shall have the same meaning as used in the Sale Agreement (whether defined therein or incorporated therein by reference).

The Engine is sold AS IS and WHERE IS with all faults.

This Bill of Sale and any non-contractual obligations arising out of or in connection with this Bill of Sale shall be governed by and construed in accordance with the laws of England.

IN WITNESS WHEREOF Seller has caused this Bill of Sale to be duly executed at 9:20 UTC this 15th day of February 2022.

EXECUTED by_/s/ Riku Aho _________)

duly authorized on behalf of )

FINNAIR AIRCRAFT FINANCE OY     )

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EX-10.3

SUPPLEMENT #9 TO MASTER LOAN AGREEMENT

Date of Supplement: February 18, 2022

THIS SUPPLEMENT TO MASTER LOAN AGREEMENT (this "Supplement") is made and entered into by Lender and CAS as of the date written above pursuant to the Master Loan Agreement by and between Lender and Borrowers dated June 24, 2019 (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 acknowledged, the Parties agree as follows:

1.    DEFINITIONS.As used in this Supplement, the following terms have the following meanings:

"Commercial Security Agreement" means the security agreement in the form of Exhibit A executed concurrently with this Supplement.

"Disbursement Request and Authorization" means the disbursement request and authorization substantially in the form of Exhibit B attached hereto.

"Engine" means any of the eight (8) CFM56-5B aircraft engines with serial numbers of 779923, 779962, 575905, 779961, 779476, 779945, 779999, and 779969.

"Engines" means each Engine.

"Term Loan H" means an extension of credit to CAS by Lender pursuant to this Supplement.

"Term Loan IH Maturity Date" means the first to occur of: (l) August 18, 2023; and (2) the date on which Term Loan H is accelerated as provided hereunder, in Term Note H or in the Master Loan Agreement.

"Term Note H" means the Promissory Note of CAS in the form of Exhibit C to be executed concurrently with this Supplement.

2.THE CREDIT FACILITY; BORROWING PROCEDURES; INTEREST RATE; AND PAYMENTS.

2.1Credit Facility. Lender shall make a multiple advance term loan to CAS, with the full amount available for disbursement to or on behalf of CAS starting on the first

Closing Date (as defined below), in an aggregate amount equal to Fourteen Million Eight Hundred Seventy-Five Thousand Dollars ($14,875,000.00) ("Term Loan H"), subject to the terms and conditions hereof and of the Master Loan Agreement. Lender's obligation to make any advance under Term Loan H shall terminate on the Term Loan H Maturity Date. Term Loan H shall be evidenced by Term Note H, be payable in accordance with the terms of Term Note H and be made by disbursement of Loan proceeds when and as directed by CAS. Amounts borrowed and repaid under the Term Loan H may not be reborrowed.

2.2Borrowing Procedures. Subject to the terms hereof and Term Note H, Lender agrees to lend such amounts to CAS up to the aggregate amount of Term Loan H in one or more advances upon request from CAS for the Purpose. For the avoidance of doubt, Lender shall not be obligated to advance more than the aggregate principal amount of Term Loan H, and CAS shall not be entitled to re-borrow any principal amount of Term Loan H that is repaid. Lender may, at Lender's option, disburse the proceeds of Term Loan H for any Closing (as defined below) directly to the seller or sellers of any Engine, or to CAS. CAS' obligation to repay Term Loan H shall be evidenced by Term Note H; provided that CAS shall only be obligated to pay amounts which Lender has advanced under this Section 2.2.

2.3    Interest Rate. The unpaid principal balance of Term Loan H outstanding from time to time shall bear interest for the period commencing on the Closing Date of Term Loan H until such Loan is paid in full. Term Loan H shall accrue interest at a variable rate equal to the Wall Street Journal Prime Rate plus 0.75% per annum. "Wall Street Journal Prime Rate" shall mean that variable interest rate which is subject to change from time to time based upon changes in the independent index which is the Prime Rate as published in the Wall Street Journal (the "Index"). The Index is not necessarily the lowest rate charged by Lender on its loans. If the Index becomes unavailable during the term of this loan, Lender may designate a substitute index after notifying Borrower. Lender will tell Borrower the current Index rate upon Borrower's request. The interest rate change will not occur more often than each day. Adjustment shall become effective the next business day after publication or announcement of the Index change. Borrower understands that Lender may make loans based upon other rates and indexes as well.

2.4Payments. CAS shall make the following payments on Term Loan H during the following periods:

(a)Eighteen (18) consecutive monthly payments of accrued unpaid interest, commencing on March 18, 2022, and continuing on the 18th day of each successive month thereafter;

(b)Principal Reduction Payments as set forth in Section 4.4 below, commencing on March 31, 2022, and continuing on the last day of each successive month thereafter; and

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

2.5Fees.

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(a)     On or before the first Closing Date, CAS shall pay to Lender a fee in the amount of Fifty-Nine Thousand Five Hundred Dollars ($59,500.00) (the "Commitment Fee").

2.6Use of Loan Proceeds. CAS shall only use the proceeds of Term Loan H to acquire the Engines in one or more Closings (the "Purpose") (each closing of the purchase of an Engine is a "Closing", and the closing date of each purchase of an Engine is a "Closing Date"). CAS represents and warrants that following the acquisition of each Engine, CAS will disassemble such Engine into parts which will then be placed into CAS' inventory. CAS acknowledges and agrees that each disassembled Engine constitutes inventory as defined in the Uniform Commercial Code. CAS shall execute and deliver any and all documents or instruments that Lender reasonably deems necessary to obtain and perfect a security interest in each Engine, including, but not limited to the Commercial Security Agreement.

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 any advance under the Loan described in this Supplement is subject to the satisfaction or waiver by Lender in writing of the following conditions:

3.1     Lender shall have received the following by the applicable Closing Date, all in form, detail and content satisfactory to Lender:

(a)On or before the first Closing Date, Term Note H duly executed by CAS.

(b)     On or before each Closing Date, a Disbursement Request and Authorization duly executed by CAS;

(c)On or before the first Closing Date, the Commitment Fee;

(d)On or before the first Closing Date, Commercial Security Agreement, duly executed by CAS, together with any and all other documents or instruments Lender reasonably deems necessary to grant to Lender and perfect a first position Lien in the collateral described therein; provided, however, that Lender agrees that CAS will not have ownership of or the right to grant a first position Lien in an Engine until it has purchased the Engine, and the Engines will be purchased in multiple Closings on different Closing Dates;

(e)    On or before each Closing Date, evidence in a form reasonably acceptable to Lender that, prior to or concurrently with such Closing Date, CAS acquired the Engine(s) to be purchased on such Closing Date, and such Engine(s) is/are described in the Commercial Security Agreement, and such collateral is owned free and clear of all liens, claims and encumbrances;

(f)     On or before the first Closing Date, evidence in a form reasonable acceptable to Lender that CAS has obtained the insurance required under the Commercial Security Agreement and has otherwise complied with the terms of such section;

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(g)    On or before the first Closing Date, evidence in a form reasonably acceptable to Lender that CAS has the due power and authority to execute and perform this Supplement; and

(h)    On or before the first Closing Date, evidence in a form reasonably acceptable to Lender that CAS has the due power and authority to execute and perform Term Note H and the Commercial Security Agreement.

4.AFFIRMATIVE COVENANTS.

In addition to all affirmative covenants set forth in Section 6 of the Master Loan Agreement, CAS 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:

4.1Quarterly Rolling Cash Flow Coverage Ratio. Beginning on March 31, 2022, 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.

4.2Tangible Net Worth. Maintain a Tangible Net Worth of at least: (i) Eight Million Dollars ($8,000,000.00) at all times prior to March 31, 2023; Ten Million Dollars $10,000,000.00) during the period beginning on March 31, 2023 and ending on March 30, 2024; and (iii) Twelve Million Dollars ($12,000,000.00) at all times on or following March 31, 2024. Lender may determine compliance with this Tangible Net Worth covenant at any time.

4.3Monthly Sales Report. Furnish Lender with a monthly sales report on or before the 15th day of each month which shows all sales related to the Engines.

4.4Principal Reduction Payments. In addition to the payments set forth in Section 2.4 above, CAS shall make a monthly principal payment equal to one hundred percent (100%) of the amount of the gross sales proceeds collected that are derived from any of the Engines or any of its components (each a "Principal Reduction Payment") during the prior month as of the last day of such month.

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:

    5.1    [Intentionally Omitted]

[remainder of page intentionally left blank; signature page follows]

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

BORROWER:    LENDER:

CONTRAIL AVIATION SUPPORT, LLC    OLD NATIONAL BANK

By:    By:

Joseph Kuhn    Tommy Olson

    Its: CEO    Its: SVP

[Signature Page to Supplement #9 to Master Loan Agreement]

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EX-10.4

Contrail Aviation Support, LLC

Loan No. 20006227863

PROMISSORY NOTE

TERM NOTE H

$14,875,000.00    February 18, 2022

FOR VALUE RECEIVED, the undersigned CONTRAIL AVIATION SUPPORT, LLC "Borrower"), promises to pay to the order of OLD NATIONAL BANK (the "Lender") the principal sum of Fourteen Million Eight Hundred Seventy-Five Thousand Dollars ($14,875,000.00), or such lesser amount as Lender may in fact advance to or for the benefit of Borrower in accordance with the terms of this Note and the Master Loan Agreement (as is shown to be outstanding according to the records of Lender), together with interest thereon as hereinafter provided.

1.    RATE OF INTEREST

The principal amount of the Loan outstanding from time to time shall bear interest at the variable Wall Street Journal Prime Rate plus 0.75% per annum. "Wall Street Journal Prime Rate" shall mean that variable interest rate which is subject to change from time to time based upon changes in the independent index which is the Prime Rate as published in the Wall Street Journal (the "Index"). The Index is not necessarily the lowest rate charged by Lender on its loans. If the Index becomes unavailable during the term of this loan, Lender may designate a substitute index after notifying Borrower. Lender will tell Borrower the current Index rate upon Borrower's request. The interest rate change will not occur more often than each day. Adjustment shall become effective the next business day after publication or announcement of the Index change. Borrower understands that Lender may make loans based upon other rates and indexes as well.

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 payments of:

(a)eighteen (18) consecutive monthly payments of accrued unpaid interest, commencing on March 18, 2022, and continuing on the 18th day of each successive month thereafter;

(b)Principal Reduction Payments as set forth in Section 5 below, commencing on March 31, 2022, and continuing on the last day of each successive month thereafter; and

(c)A final payment of all outstanding principal and accrued and unpaid interest together with such other amounts as shall then be due and owing from Borrower to

Lender under the Term Loan H on the Term Loan H Maturity Date (as defined below).

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 the first to occur of: (i) August 18, 2023; or (ii) the date on which Term Loan H is accelerated as provided in this Note or the Master Loan Agreement ("Term Loan H Maturity Date").

4.PREPAYMENT; MINIMUM FINANCE CHARGE

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

5.MANDATORY PREPAYMENTS

In addition to the payments set forth in Section 2 above, Borrower shall make a monthly principal payment equal to one hundred percent (100%) of the amount of the gross sales proceeds collected that are derived from any of the Engines or any of its components (each a "Principal Reduction Payment") during the prior month as of the last day of such month.

6.PAYMENT DUE DATE/FAILURE TO PAY

(a)All payments due under this Note shall be made without demand and received on the dates provided 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 Guaranty Agreements, 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

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a late payment fee of 5% of the amount owed on such installment (but not less than $50.00) for the purpose of defraying the expense incident to handling such delinquent payment (this payment is in addition to the amount set forth in (b) above).

7.INTEREST RATE COMPUTATION

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

8.PLACE OF PAYMENT

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

9.MASTER LOAN AGREEMENT AND SECURITY

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

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

10.DEFAULT

In the event of the occurrence of an Event of Default under the Master Loan Agreement, and after giving effect to any applicable right to cure provided by the Master Loan Agreement, Lender may, at its option and without notice, declare this Note to be, and this Note shall thereupon become, immediately due and payable, together with accrued interest thereon. Without limiting the foregoing right and without limiting any other rights and remedies of the Lender at law or in equity, the Lender is also entitled to the rights and remedies provided for in the Master Loan Agreement and the Collateral Documents and may enforce the covenants, agreements and undertakings of 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.

11.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

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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.

12.WAIVER OF JURY TRIAL

BORROWER 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.

13.COMPLIANCE

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

14.NOTICES

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

Borrower:	CONTRAIL AVIATION SUPPORT, LLC 435 Investment Court Verona, WI 53593-8788
Lender:	OLD NATIONAL BANK 25 W. Main St. Madison, WI 53703

15.INTEREST NOT TO EXCEED MAXIMUM ALLOWED BY LAW.

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

16.SUCCESSORS

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

[remainder of page intentionally left blank; signature page follows]

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BORROWER:	LENDER:
CONTRAIL AVIATION SUPPORT, LLC	OLD NATIONAL BANK
By:	By:
Joseph Kuhn	Tommy Olson
Its: CEO	Its: SVP

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

EX-10.5

COMMERCIAL SECURITY AGREEMENT

Principal $14 875 000.00	Loan Date 02-18-2022	Maturity 08-18-2023	Loan No XXXXXXXXX	call / coll 220 / 61	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:    OLD NATIONAL BANK

    435 INVESTMENT COURT            702 Wisconsin Corporate Banking

    VERONA, WI 53593            788 N. Jefferson Street Ste 900

            Milwaukee, WI 53202

THIS COMMERCIAL SECURITY AGREEMENT dated February 18, 2022, is made and executed between CONTRAIL AVIATION SUPPORT, LLC ("Grantor") and OLD NATIONAL BANK ("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 (including without limitation the CFM56-5B engines with serial numbers of 779923, 779962, 575905, 779961, 779476, 779945, 779999, and 779969 or any components thereof, and all other inventory, equipment, farm products, consumer goods and any accessions thereto), 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 r 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)

COMMERCIAL SECURITY AGREEMENT

    Loan No:    (Continued)    Page 2

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 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 teasing; (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 Pius 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.

COMMERCIAL SECURITY AGREEMENT

    Loan No:    (Continued)    Page 3

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 t 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 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.

Default in Favor of Third Parties. Any guarantor or Grantor defaults under any loan, extension of credit, security agreement, purchase or sales agreement, or any other agreement, in favor of any other creditor or person that may materially affect any of any guarantor's or Grantor's property or ability to perform their respective obligations under this Agreement or any of the Related Documents.

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.

COMMERCIAL SECURITY AGREEMENT

    Loan No:    (Continued)    Page 4

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.

Adverse Change. A material adverse change occurs in Grantor's financial condition, or Lender believes the prospect of payment or performance of the Indebtedness is impaired.

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, tease, 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 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.

COMMERCIAL SECURITY AGREEMENT

    Loan No:    (Continued)    Page 5

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 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 (imitations 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 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 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.

COMMERCIAL SECURITY AGREEMENT

    Loan No:    (Continued)    Page 6

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.

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 OLD NATIONAL BANK, its successors and assigns.

Note. The word "Note" means the Note dated February 18, 2022 and executed by CONTRAIL AVIATION SUPPORT, LLC in the principal amount of $14,875,000.00, 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 FEBRUARY 18, 2022.

GRANTOR:

By:

JOE KUHN. CEO and Manager of CONTRAIL

AVIATION SUPPORT, LLC

XML

Cover	Feb. 22, 2022
Entity Information
Document Type	8-K
Document Period End Date	Feb. 22, 2022
Entity Registrant Name	AIR T, INC.
Entity Incorporation, State	DE
Entity File Number	001-35476
Entity Tax Identification Number	52-1206400
Entity Address, Street	5930 Balsom Ridge Road
Entity Address, City	Denver
Entity Address, State	NC
Entity Address, Postal Zip Code	28037
City Area Code	828
Local Phone Number	464-8741
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Entity Central Index Key	0000353184
Amendment Flag	false
Amendment Description
Document Effective Date	Feb. 15, 2022
Common Stock
Entity Information
Title of 12(b) Security	Common Stock
Trading Symbol	AIRT
Security Exchange Name	NASDAQ
Cumulative Capital Securities
Entity Information
Title of 12(b) Security	Alpha Income Preferred Securities (also referred to as 8% Cumulative Capital Securities) (“AIP”)
Trading Symbol	AIRTP
Security Exchange Name	NASDAQ