Exhibit 10.1

TERM NOTE

FOR VALUE RECEIVED, AIRCO 1, LLC, a Delaware limited liability company (“Borrower”) promises to pay to the order of MINNESOTA BANK & TRUST, a Minnesota state banking corporation (“Lender”) or its assigns, at Lender’s offices located at 7701 France Avenue South, Suite 110, Edina, Minnesota 55435, or such other place as may be designated from time to time by the holder hereof, in lawful money of the United States of America, the principal sum of THREE MILLION FOUR HUNDRED FORTY ONE THOUSAND AND NO/100THS DOLLARS ($3,441,000), together with interest thereon as hereinafter provided.

1.     Interest . Interest shall accrue on the principal balance hereof at a fixed rate of 7.25% per annum.

2.     Payment . Borrower shall pay the principal of this Note and interest thereon as follows:

(a)    On the first day of each month, commencing on December 1, 2017, to and including March 1, 2019, there shall be due and Borrower shall pay monthly installments of accrued interest hereon; and

(b)    On March 26, 2019 (the “Maturity Date”), the entire remaining principal balance of this Note, together with any accrued, unpaid interest thereon, shall be due and payable in full.

3.     Prepayment . Borrower may voluntarily prepay the loan evidenced by this Note in whole or in part at any time; without premium or penalty.

4.     Computation of Interest . Interest charges will be calculated on amounts advanced hereunder on the actual number of days said amounts are outstanding. Such interest shall be computed on the basis of a year comprised of 360 days, but charged for the actual number of days elapsed (including the first day but excluding the last day) occurring in the period for which interest is payable. Payments under this Note shall be applied initially against accrued interest and escrow charges, if any, and thereafter in reduction of principal.

5.     Loan Agreement . This Note is the Note referred to in, and is entitled to the benefits of, the Loan Agreement dated as of October 27, 2017 (the Loan Agreement as amended, modified, supplemented or restated from time to time being the “Loan Agreement;” capitalized terms not otherwise defined herein being used herein as therein defined) by and between the Borrower and the Lender. The Loan Agreement, among other things, (i) provides for the making of the Loan evidenced by this Note; (ii) 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; and (iii) contains provisions for the mandatory prepayment hereof upon certain conditions.

TERM NOTE

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6.     Security . This Note is secured, inter alia , by that certain Security Agreement dated of even date herewith executed by the Borrower in favor of the Lender.

7.     Default Rate, etc . Borrower acknowledges that if any payment required under this Note is not paid within ten (10) days after the same becomes due and payable, Lender will incur extra administrative expenses ( i.e. , in addition to expenses incident to receipt of timely payment) in connection with the delinquency in payment. Because, from the nature of the case, the actual damages suffered by Lender in incurring such extra administrative expenses would be impracticable or extremely difficult to ascertain, it is agreed that five percent (5%) of the amount of the delinquency payment shall be the amount of damages to which the Lender is entitled, upon such breach, in compensation for such extra administrative expenses. Therefore, Borrower shall, in such event, without further notice, pay to Lender liquidated damages in the amount of five percent (5%) of the amount of such delinquent payments. The provisions of this paragraph are intended to govern only the determination of the above-described damages in the event of a breach in performance of the obligation of Borrower to make timely payments hereunder. Nothing in this Note shall be construed as an express or implied agreement by Lender to forbear in the collection of any delinquent payment, or be construed as in any way giving the undersigned the right, express or implied, to fail to make timely payment hereunder, whether upon payment of such damages or otherwise. The right of Lender to receive payment of such liquidated damages, and receipt thereof, are without prejudice to the right of Lender to collect such delinquent payments and any other amounts required to be paid hereunder or under any security for this Note or to declare a default hereunder or under any security for this Note. In addition to the foregoing, upon the occurrence of a Default or Event of Default (as defined in the Loan Agreement) or if the principal balance and all interest accrued thereon have not been repaid on or before the Maturity Date, then in addition to any remedies available to Lender, hereunder, under the Loan Agreement, under any other Loan Document, at law or in equity, interest payable hereunder shall be computed thereon from and after that date at a rate of four percent (4%) per annum in excess of the interest rate then payable pursuant to Paragraph 1 of this Note, as such rate changes from time to time, or at the maximum lawful rate of interest which may be charged thereon by Lender, if any, whichever is less (hereinafter called “Default Rate”), until the Default is cured or the principal balance and all accrued, unpaid interest thereon, together with any other amounts payable by Borrower to Lender hereunder, under the Loan Agreement or under any other Loan Document are paid in full.

8.     Waivers . 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

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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 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.

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. 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.     Fees and Costs . Borrower agrees to pay all reasonable expenses for the preparation of this Note, as set forth in the Loan Agreement, including exhibits, and any amendments to this Note as may from time to time hereafter be required, and the reasonable attorneys’ fees and legal expenses of counsel for Lender from time to time incurred in connection with the preparation and execution of this Note and any document relevant to this Note, any amendments hereto or thereto. Borrower agrees to reimburse Lender upon demand for all reasonable out-of-pocket expenses (including attorneys’ fees and legal expenses) in connection with Lender’s enforcement of the obligations of the Borrower hereunder or under the Security Agreement or any other collateral document, whether or not suit is commenced including, without limitation, attorneys’ fees and legal expenses in connection with any appeal of a lower court’s order or judgment. The obligations of the Borrower under this paragraph shall survive any termination of the Loan Agreement, this Note, the Security Agreement, and any other Loan Document.

11.     Binding Effect . 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. 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 the Borrower or any of its affiliates, however acquired, to any person or entity.

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12.     Waiver of Jury Trial; Consent to Jurisdiction . 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 BANK, 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. 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.

13.     Choice of Laws . 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 THEREOF.

14.     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.

15.     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.

TERM NOTE

IN WITNESS WHEREOF, Borrower has executed and delivered this Term Note as of the date first written above.

[Term Note Signature Page]

Exhibit 10.2

LOAN AGREEMENT

Dated as of October 27, 2017

BETWEEN

AIRCO 1, LLC,

as the Borrower

AND

MINNESOTA BANK & TRUST,

as the Lender

Table of Contents

LOAN AGREEMENT

This LOAN AGREEMENT dated as of October 27, 2017 (this “ Agreement ”), is entered into by and between AIRCO 1, LLC, a Delaware limited liability company (the “ Borrower ”), and MINNESOTA BANK & TRUST, a Minnesota state banking corporation (the “ Lender ”).

RECITALS

A.    Borrower has requested that Lender agree to make a term loan to Borrower in the amount of up to $3,441,000.00 (the “ Loan ”) for the purpose of acquiring a used Boeing 737-800 airframe (the “ Airframe ”) to be disassembled and sold as parts by the Borrower.

B.    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:

The Borrower has delivered, or will deliver, to the Lender before the Loan is made, the following documents (this Agreement together with each of the following defined documents and each other instrument, document, guaranty, mortgage, deed of trust, chattel mortgage, pledge, consent, assignment, contract, security agreement, lease, financing statement, patent, trademark or copyright registration, subordination agreement, trust account agreement, or other agreement executed and delivered by Borrower with respect to this Agreement or to create or perfect any Lien in any collateral securing the payment of the Loans (collectively the “ Collateral ”) (in each case as originally executed and as amended, modified or supplemented from time to time) being sometimes hereinafter referred to collectively as the “ Loan Documents ” and individually as a “ Loan Document ”) and other items, all containing or to contain provisions acceptable to the Lender and its counsel:

(a)    A promissory note dated as of even date herewith in the original principal amount of up to THREE MILLION FOUR HUNDRED FORTY ONE THOUSAND AND NO/100THS DOLLARS ($3,441,000) (such promissory note together with each renewal, replacement or substitute note therefor being the “ Note ”) in the form provided by the Lender, duly executed by the Borrower;

(b)    a security agreement (the “ Security Agreement ”) in the form provided by the Lender and duly executed by the Borrower granting to the Lender a Lien in the Collateral described therein to secure repayment of the Loan and all other Obligations together with Uniform Commercial Code Standard Form UCC Financing Statements and

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all such other documents as may be deemed necessary by Lender to perfect the Lender’s Liens in such Collateral, and UCC and other searches from the filing offices in all states and the International Registry as may be required by the Lender which reflect that no other Person holds a prior Lien in any such Collateral except as permitted by Section 8(a);

(c)    [intentionally deleted];

(d)    a certificate by an officer of the Borrower certifying the names of the officers of the Borrower authorized to sign the Loan Documents to which the Borrower is a party on behalf of the Borrower together with: (i) a sample of the true signatures of such officers; (ii) resolutions of the sole member of the Borrower authorizing the execution, delivery and performance of the Loan Documents to which the Borrower is a party; and (iii) copies of the Borrower’s Articles of Organization, together with all amendments thereto, certified by the appropriate governmental official of the jurisdiction of its organization as of a date acceptable to the Lender, and the bylaws of the Borrower together with all amendments thereto;

(e)    evidence of Good Standing for the Borrower of recent date issued by the Secretaries of State of (i) the State of Delaware; and (ii) the State of Arizona;

(f)    a non-refundable fee of $51,615, payable in immediately available funds];

(g)    evidence of insurance required by any Loan Document;

(h)    a closing certificate, in the form provided by Lender, duly executed by a manager or officer of the Borrower;

(i)    a true, correct and complete copy of that certain Purchase Agreement (the “ Airframe Purchase Agreement ”) dated as of October 9, 2017 by and between Borrower and Contrail Aviation Support, LLC, a Wisconsin limited liability company (“ Seller ”), together with true, correct and complete copies of each of the other documents described on Schedule 1(h) attached hereto and incorporated herein by reference (the Airframe Purchase Agreement, together with the other documents listed on Schedule 1(i) being sometimes hereinafter referred to as a “ Airframe Transaction Document ” and collectively as the “ Airframe Transaction Documents ”) pursuant to which the Borrower is acquiring (the “ Airframe Acquisition ”) a used Boeing 737-800 Airframe bearing MSN 28407 and related parts and documents (the “ Acquired Assets ”);

(j)    a Collateral Assignment of Purchase Agreement document pursuant to which Borrower collaterally assigns its right, title and interest to the Airframe Purchase Agreement and the other Airframe Transaction Documents to the Lender, in the form provided by the Lender, duly executed by Borrower;

(k)    a true, correct and complete copy of that certain Aircraft Disassembly Agreement dated as of October 10, 2017 by and between Borrower and Jet Yard (the “ Disassembly Agreement ”), pursuant to which Jet Yard agrees to disassemble the Airframe into parts and prepare the constituent parts for sale;

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(l)    a true, correct and complete copy of that certain Consignment Agreement dated as of October 20, 2017 by and between Borrower and Airco (the “ Consignment Agreement ”), pursuant to which Airco agrees to sell the disassembled Airframe parts on behalf of Borrower;

(m)    separate Bailee Agreement documents, each in the form provided by Lender, duly executed by Jet Yard and Airco, regarding Collateral that may from time to time be located at each such Persons’ facilities;

(n)    a statement summarizing the flow of funds required to consummate the Airframe Acquisition, acceptable to Lender, in its sole discretion;

(o)    evidence satisfactory to the Lender that: (i) all conditions precedent to the consummation of the Airframe Acquisition have been satisfied or waived; (ii) all necessary regulatory approvals to the consummation of the Airframe Acquisition have been obtained; (iii) no litigation exists relating to the Airframe Acquisition; (iv) all of the Acquired Assets have been delivered in acceptable condition to Jet Yard’s facility in Marana, Arizona; and (v) contemporaneously with the Borrower’s receipt of the proceeds of the Loan, the Airframe Acquisition will be consummated in full in accordance with the terms of the Airframe Transaction Documents;

(p)    a final inspection report of the Acquired Assets, in form and substance acceptable to the Lender, confirming that all parts included in the descriptive materials previously provided by the Borrower to the Lender are actually present on the Airframe; and

(q)    such other approvals, inspection reports, appraisals, certificates, opinions or documents as the Lender may reasonably request, including, without limitation, a Borrowing Base Certificate, together with a detailed inventory report as of a recent date. In addition, the Lender or its agent shall have completed its inspection of the Acquired Assets, and such inspection shall provide the Lender with results and information which, in the Lender’s determination, are satisfactory to the Lender.

(a)     Disbursement . The Lender shall disburse the proceeds of the Loan to the Borrower, on the Closing Date, following satisfaction of all of the conditions set forth in Section 5.

(b)     Note . The Loan shall be evidenced by, and be payable in accordance with the terms of, the Note. The Lender shall maintain records of the amount of all payments on the Note. The outstanding amount of the Note set forth on the records of the Lender shall be rebuttable presumptive evidence of the principal amount owing and unpaid on the Note.

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(c)     Interest on the Loan . The Borrower agrees to pay interest on the outstanding principal amount of the Loan from the date hereof until the Loan is paid in full at the rates and at the times specified in the Note.

(d)     Prepayment .

(i)     Voluntary . The Borrower may prepay the 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 Note.

(ii)     Mandatory . The Loan shall be subject to mandatory prepayment as follows:

(A)    Contemporaneously with the Borrower’s receipt of any Net Proceeds, the Borrower shall prepay the Term Loan by an amount equal to sixty percent (60%) of such Net Proceeds. The remainder of any such Net Proceeds shall be deposited into the Pledged Account.

(B)    If, at any time, the outstanding principal balance of the Loan exceeds the Borrowing Base, then the Borrower shall immediately prepay the amount of such excess together with interest on the amount prepaid.

(C)    If, at any time during the period commencing July 31, 2018 and ending February 28, 2019, the sum of (i) the outstanding principal balance of the Loan, minus (ii) the Pledged Account Balance, minus (iii) Eligible Accounts minus (iv) the Borrower’s Eligible Inventory for which the Borrower has received firm purchase orders, exceeds $1,800,000, then the Borrower shall immediately prepay the amount of such excess together with interest on the amount prepaid.

(D)    If, at any time after February 28, 2019, the sum of (i) the outstanding principal balance of the Loan, minus (ii) the Pledged Account Balance, minus (iii) Eligible Accounts minus (iv) Eligible Inventory for which the Borrower has received firm purchase orders, exceeds $250,000, then the Borrower shall immediately prepay the amount of such excess together with interest on the amount prepaid.

(iii)     Application of Prepayments . Any partial prepayment on the Loan shall be applied to installments due on the Loan in the inverse order of their maturities.

Any other provision of this Agreement to the contrary notwithstanding, the Borrower shall make all payments of interest on and principal of the Loans and all payments to the Lender with respect to payment of other fees, costs and expenses payable under any Loan Document in

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immediately available funds to the Lender at its address for notices hereunder without setoff or counterclaim. The Borrower authorizes the Lender to charge from time to time against the Borrower’s deposit account number 161010152 or any other depository account maintained by Borrower with the Lender any such payments when due and the Lender will use its reasonable efforts to notify the Borrower of such charges. The Borrower hereby authorizes the Lender to make an additional Loan advance, at the Lender’s sole and absolute discretion, to pay, on behalf of the Borrower, of any amount due to the Lender under any Loan Document without further action on the part of the Borrower and regardless of whether the Borrower is able to comply with the terms, conditions and covenants of this Agreement at the time of such Loan advance. Each payment received by the Lender may be applied to the Borrower’ obligations to the Lender under this Agreement or any other Loan Document in such order of application as the Lender, in its sole and absolute discretion, may elect.

Upon the occurrence and during the continuance of an Event of Default, the Lender and each of its affiliates may offset any and all balances, credits, deposits (general or special, time or demand, provisional or final), accounts or monies of the Borrower then or thereafter with the Lender or such affiliate, or any obligations of the Lender or such affiliate to the Borrower, against the obligations of the Borrower arising under this Agreement or any other Loan Document. The Borrower hereby grants to the Lender and each of its affiliates a Lien in all such balances, credits, deposits, accounts or monies.

The obligation of the Lender to extend any credit or make any Disbursement from the Pledged Account to the Borrower shall be subject to the satisfaction of each of the following conditions, unless waived in writing by the Lender:

(a)    The representations and warranties set forth in Section 6 shall be true and correct on the date of the requested credit extension and after giving effect thereto; and

(b)    No Event of Default or event which, with notice and/or lapse of time, would constitute an Event of Default (such event being a “ Default ”) shall have occurred and be continuing on the date of the requested credit extension or after giving effect thereto.

To induce the Lender to extend credit hereunder, the Borrower represents and warrants to the Lender that:

(a)    the Borrower is a limited liability company validly organized and existing and in good standing under the laws of the State of its organization, has full power and authority to own its property and conduct its business substantially as presently conducted by it and is duly qualified to do business and is in good standing in the State of its incorporation and each other jurisdiction where the nature of its business makes such qualification necessary and where the failure to so qualify would materially adversely affect the Borrower’s financial condition, business, properties or assets;

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(b)    the Borrower has full power and authority to enter into and to perform its obligations under the Loan Documents to which it is a party;

(c)    the Loan Documents constitute the legal, valid, and binding obligations of Borrower and are enforceable against Borrower in accordance with their respective terms subject only to bankruptcy, insolvency, reorganization, moratorium or similar laws at the time in effect affecting the enforceability of rights of creditors generally and by general equitable principles which may limit the right to obtain equitable remedies;

(d)    the Borrower’s execution, delivery and performance of the Loan Documents to which the Borrower is a party have been duly authorized by all necessary corporate or company action, do not require the consent or approval of any Person which has not been obtained, and do not conflict with any agreement binding upon the Borrower or any of the Borrower’s property;

(e)    there is no litigation, bankruptcy proceeding, arbitration or governmental proceeding pending against Borrower or affecting the business, property or operations of Borrower which, if determined adversely to Borrower, could reasonably be expected to constitute a Material Adverse Occurrence;

(f)    neither the Borrower nor any member of a group which is under common control with the Borrower (within the meaning of Section 414 of the IRC or Section 4001(a)(14) or 4001(b) of ERISA) (the Borrower’s “ ERISA Affiliates ”) has maintained, established, sponsored or contributed to any employee benefit plan which is a defined benefit plan (“ Plan ”) covered by Title IV of the Employee Retirement Income Security Act of 1974, as amended, and the rules and regulations thereunder (“ ERISA ”);

(g)    the proceeds of the Loan will be used finance a portion of the cost of acquisition of the Acquired Assets; and (ii); no part of the proceeds of the Loans will be used by the Borrower for any purpose which violates, or which is inconsistent with, any regulations promulgated by the Board of Governors of the Federal Reserve System;

(h)    (i) the Borrower is in compliance in all material respects with all federal, state and local laws, rules and regulations applicable to it including, without limitation, all pollution control and environmental regulations in each jurisdiction where the Borrower is doing business; and (ii) no Loan Party has any material liability for the release or threatened release of any toxic or hazardous waste, substance or constituent into the environment;

(i)    the Borrower possesses adequate licenses, permits, franchises, patents, copyrights, trademarks and trade names, or rights thereto, to conduct its business substantially as now conducted and as presently proposed to be conducted;

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(j)    no Loan Party is in default of a material provision under any material agreement, instrument, decree or order to which it is a party or by which it or its property is bound or affected and assuming that this Agreement had been previously executed and delivered no Default or Event of Default has occurred and is continuing hereunder;

(k)    the Borrower has good title to all of its properties and assets, including, without limitation, the Collateral, free and clear of all mortgages, security interests, Liens and encumbrances, except as permitted by Section 8(a);

(l)    Airco owns all of the outstanding membership of the Borrower, free and clear of all Liens other than a Lien in favor of Lender;

(m)    the Borrower is Solvent after giving effect to the making of the Loan hereunder and the granting of Liens pursuant to the Loan Documents;

(n)    the Borrower is not subject to or in violation of any law or regulation, or listed on any list of any government agency including, without limitation, the U.S. Office of Foreign Asset Control list, Executive Order 13224 or the USA PATRIOT Act (Title III of Pub. L. 107-56, signed into law December 26, 2001, as amended) (the “ Patriot Act ”) that prohibits or limits the conduct of business with or receiving of funds, goods or services to or for the benefit of certain Persons specified therein or that prohibits or limits Lender from making any Advance or other extension of credit to Borrower or from otherwise conducting business with Borrower;

(o)    (i) neither the execution of this Agreement nor the use of the proceeds of the Loan violates the Trading with the Enemy Act of 1917, as amended, nor any of the foreign assets control regulations promulgated thereunder or under the International Emergency Economic Powers Act or the U.N. Participation Act of 1945; and (ii) neither the Borrower nor any Person who owns a controlling interest in or otherwise controls the Borrower is listed on the Specially Designated Nationals and Blocked Person List or other similar lists maintained by the Office of Foreign Assets Control, the Department of the Treasury or included in Executive Order No. 13224 on Terrorist Financing, effective December 24, 2001;

(p)    the Borrower does not have any Subsidiaries;

(q)    Schedule 6(q) attached hereto is a true and correct listing of all of the Acquired Assets; and

(r)    all representations and warranties contained in this Section 6 shall survive the delivery of the Loan Documents, the making of the Loans and the issuance of the Letters of Credit, and no investigation at any time made by or on behalf of Lender shall diminish its rights to rely thereon.

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The Borrower covenants and agrees with the Lender that, for so long as any Loan remains unpaid, the Borrower shall:

(a)    furnish to the Lender:

(i)    as soon as available and in any event within fifteen (15) days after the end of each of fiscal quarter of the Borrower’s fiscal year, a copy of the Borrower’s internally prepared financial statements consisting of a balance sheet as of the close of such fiscal quarter and related statements of operations and retained earnings and cash flow for such fiscal quarter and from the beginning of such fiscal year to the end of such fiscal quarter;

(ii)    as soon as available and in any event within fifteen (15) days after the end of each fiscal month of the Borrower’s fiscal year, a borrowing base certificate, in the form of Exhibit A attached hereto (the “ Borrowing Base Certificate ”), showing the relevant information for the Borrower as of the end of business on the last business day of the then most recently-ended month of the Borrower’s fiscal year; each Borrowing Base Certificate shall be accompanied by a detailed inventory report by part serial number, an accounts receivable aging, a purchase order report, and other supporting reports such as may be required by the Lender and the Borrowing Base Certificate and such supporting reports shall be in a form acceptable to the Lender and certified as accurate by the Borrower’s chief financial officer, treasurer or controller;

(iii)    as soon as available and in any event within fifteen (15) days after the end of each fiscal month of the Borrower’s fiscal year, a report, in form and detail acceptable to the Lender in its sole discretion, showing sales made during such month and a timeline of anticipated sales of the remaining Acquired Assets;

(iv)    by not later than five (5) business days after becoming aware of any Default or Event of Default, a notice describing the nature thereof and what action the Borrower proposes to take with respect thereto;

(v)    copies of the federal income tax returns (with all supporting schedules) of Borrower due during the term of the Loan, within thirty (30) days after the deadline for filing the same;

(vi)    by not later than five (5) business days after becoming aware of the institution of any litigation, arbitration or governmental proceeding against Borrower which, if determined adversely to Borrower, could reasonably be expected to be a Material Adverse Occurrence, or the rendering of a judgment or decision in such litigation or proceeding which could reasonably be expected to constitute a Material Adverse Occurrence, and the steps being taken by the Borrower with respect thereto; and

(vii)    such other financial or other information or certification as the Lender may reasonably request;

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(b)    maintain and preserve its existence as a limited liability company organized and in good standing under the laws of the State of its organization and in each other jurisdiction in which the character of the properties owned, leased or operated by it or the business conducted by it makes such qualification necessary and where the failure to qualify could constitute a Material Adverse Occurrence;

(c)    maintain insurance of such types and in such amounts as are maintained by companies of similar size engaged in the same or similar businesses and as may be required by any Loan Document; provided , that , each policy insuring any Collateral securing the Loans shall name the Lender as the lender loss payee and each policy of the liability insurance shall name the Lender as an additional insured;

(d)    file all federal and state income tax and other tax returns (including, without limitation, withholding tax returns) which are required and make payments as required of such taxes; provided , however , that: (i) the Borrower shall not be required to pay any such tax so long as the validity thereof is being contested in good faith by appropriate proceedings, the Borrower’s title to its property is not materially adversely affected, its use of such property in the ordinary course of its business is not materially interfered with and adequate reserves with respect thereto have been set aside on the Borrower’s books in accordance with GAAP; and (ii) in all events, the Borrower shall pay, or cause to be paid, all such taxes forthwith upon the commencement of foreclosure of any Lien which may have attached as security therefor;

(e)    reimburse the Lender for reasonable expenses, fees and disbursements (including, without limitation, reasonable attorneys’ fees and legal expenses), incurred in connection with the preparation or administration of this Agreement or any other Loan Document or the Lender’s enforcement of the obligations of the Borrower under any Loan Document, whether or not suit is commenced, which attorneys’ fees and legal expenses shall include, but not be limited to, any attorneys’ fees and legal expenses incurred in connection with any appeal of a lower court’s judgment or order;

(f)    permit the Lender and its representatives at reasonable times and intervals and upon reasonable notice to visit the Borrower’s offices and the offices and locations of each other Person storing any Collateral and inspect their respective books and records including, without limitation, permitting the Lender to examine any Collateral securing the Loans and reimburse the Lender for all examination fees and expenses incurred in connection with such examinations at its then current rate for such services and for its out-of-pocket expenses incurred in connection therewith;

(g)    maintain in full force and effect all of the Borrower’s material rights, licenses, certifications, franchises and comply with all applicable laws and regulations necessary to enable it to conduct its business;

(h)    promptly, upon request by the Lender: (i) correct any defect or error that may be discovered in any Loan Document or in the execution, acknowledgment or recordation thereof; (ii) do, execute, acknowledge, deliver, record, re-record, file, re-file, register and re-register, any and all deeds, conveyances, mortgages, deeds of trust, trust deeds, assignments, estoppel certificates, financing statements and continuations thereof,

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notices of assignment, transfers, certificates, assurances and other instruments as the Lender may reasonably require from time to time in order: (A) to carry out more effectively the purposes of the Loan Documents; (B) to perfect and maintain the validity, effectiveness and priority of any Liens intended to be created by the Loan Documents; and (C) to better assure, convey, grant, assign, transfer, preserve, protect and confirm unto the Lender the rights granted now or hereafter intended to be granted to the Lender under any Loan Document or under any other instrument executed in connection with any Loan Document or that the Borrower may be or become bound to convey, mortgage or assign to the Lender in order to carry out the intention or facilitate the performance of the provisions of any Loan Document; and (iii) cause each other Loan Party to do all of the foregoing;

(i)    Borrower shall pay in a timely manner all applicable duties, freight, charges and like fees and charges of shippers, freight forwarders, carriers and warehousemen;

(j)    Deliver a copy of the FAA decommissioning certificate for the Airframe to the Lender by not later than December 31, 2017; and

(k)    maintain the Borrower’s primary depository accounts with the Lender.

The Borrower hereby agrees with the Lender that, for so long as any Loan remains unpaid, the Borrower shall not:

(a)    create, incur or suffer to exist any Liens encumbering any of its assets, including without limitation any real or personal property owned by Borrower, except: (i) Liens in favor of the Lender; or (ii) Permitted Liens;

(b)    create, incur, assume or suffer to exist any Indebtedness except: (i) the Indebtedness under this Agreement or any other Loan Document; (ii) current liabilities (other than borrowed money) incurred in the ordinary course of business; (iii) Indebtedness in respect of hedge agreements, including Rate Protection Agreements, entered into in the ordinary course of business to hedge or mitigate risks to which Borrower is exposed in the conduct of its business or the management of its liabilities and not for speculative purposes; (iv) Indebtedness in respect of taxes, assessments or government charges to the extent that payment thereof shall not at the time be required to be made under this Agreement; or (v) Subordinated Debt;

(c)    lease, sell or otherwise convey all or any substantial portion of its property and business to any other entity or entities, whether in one transaction or a series of related transactions, except for sales of Inventory in the ordinary course of Borrower’s business;

(d)    consolidate with or merge into or with any other entity or entities or liquidate, wind up or dissolve itself or suffer any liquidation or dissolution;

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(e)    declare or pay any cash dividends, purchase, redeem, retire or otherwise acquire for value any of the Borrower’s membership interest (or any warrant or option to purchase any such membership interest) now or hereafter outstanding, or return any capital to its members;

(f)    acquire, make or hold any Investment in any other Person except:

(i)    loans or advances to officers and employees of the Borrower to finance travel, entertainment and relocation expenses and other ordinary business purposes in the ordinary course of business as presently conducted; provided, however, that the aggregate outstanding principal amount of all loans and advances permitted pursuant to this clause shall not exceed $50,000 at any one time;

(ii)    Extensions of credit in the nature of accounts or notes receivable arising from the sale of goods and services in the ordinary course of business;

(iii)    Shares of stock, obligations or other securities received in settlement of claims arising in the ordinary course of business; and

(iv)    investments in Rate Protection Agreements and other hedging agreements permitted by Section 8(b)(iii);

(g)    (i) assume, guarantee, endorse or otherwise become liable upon the obligation of any Person, firm or corporation except pursuant to the Loan Documents or by endorsement of negotiable instruments for deposit or collection in the ordinary course of business, nor (ii) sell any notes or accounts receivable with or without recourse;

(h)    engage in any business other than the business engaged in by the Borrower on the date of this Agreement, or make any material change in the nature of the business of the Borrower as carried on the date of this Agreement;

(i)    maintain, establish, sponsor or contribute to any Plan which is a defined benefit plan and shall not permit any of its ERISA Affiliates to do so;

(j)    either: (i) form or acquire any corporation or company which would thereby become a Subsidiary; or (ii) form or enter into any partnership as a limited or general partner or form or enter into any joint venture;

(k)    materially change its selling terms of payment on accounts receivable as in effect on the Closing Date;

(l)    either: (i) permit the direct or indirect transfer, distribution or payment of any of its funds, assets or property to any Affiliate, except that the Borrower may pay: (A) bona fide employee compensation (including benefits) to Affiliates for services actually rendered to the Borrower; (B) expenses incurred by an employee in the ordinary course of business; (C) expenses or rents for services or property or the use thereof

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allocated to the Borrower; provided , however , that all such payments pursuant to subsections (i)(A), (B) and (C) shall not exceed the amount which would be payable in a comparable arm’s length transaction with a third party who is not a Affiliate; (ii) except as otherwise permitted by Sections 8(f)(i) of this Agreement, lend or advance money, credit or property to any Affiliate; (iii) invest in (by capital contribution or otherwise) or purchase or repurchase any stock or Indebtedness, or any assets or properties, of any Affiliate; or (iv) guarantee, assume, endorse or otherwise become responsible for, or enter into any agreement or instrument for the purpose of discharging or assuming (directly or indirectly, through the purchase of goods, supplies or services or otherwise) the Indebtedness, performance, capability, obligations, dividends or agreement for the furnishing of funds of any Affiliate or any officer, director or employee;

(m)    make any loan to, or otherwise extend any credit to, Borrower’s officers, directors, shareholders, partners, members, managers or Affiliates or to any member of any such Person’s immediate family, except for loans expressly permitted by Section 8(f)(i);

(n)    materially change its selling terms of payment on Accounts as in effect on the date of this Agreement or provide dating terms except on a basis consistent with past business practices of the Borrower;

(o)    except as permitted by the Subordination Agreement pertaining to an item of Subordinated Debt: (i) make any payment of, or purchase, redeem, or acquire, any Subordinated Debt; (ii) give security for all or any part of any Subordinated Debt; (iii) take or omit to take any action whereby the subordination of any Subordinated Debt or any part thereof to the Obligations might be terminated, impaired or adversely affected; (iv) settle, compromise, discharge or otherwise reduce the outstanding principal amount of any Subordinated Debt or exercise any right to convert the Subordinated Debt to equity; or (v) omit to give the Lender prompt written notice of any default or event which, with the giving of notice or lapse of time, would constitute a default under any other agreement or instrument relating to any Subordinated Creditor; or

(p)    change the Borrower’s fiscal year end to a date other than March 31.

The occurrence of any one or more of the following shall constitute an Event of Default (“ Event of Default ”) hereunder:

(a)    the Borrower shall default (i) in the due and punctual payment of any installment of interest or principal on any Loan on the date when due, or (ii) in the due and punctual payment of any other amount which is due and payable to the Lender under any Loan Document within five days of the date when due;

(b)    the Borrower shall default in the due performance or observance of any covenant set forth in Sections 7(b), 7(c), 7(j), 7(h) or in Section 8;

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(c)    Borrower shall default (other than those defaults covered by other subsections of this Section 9) in the due performance or observance of any term, covenant, agreement or warranty contained in any Loan Document on its part to be performed, and such default shall continue for a period of thirty (30) days after the earliest of: (i) the date the Borrower gives notice of such default to the Lender; (ii) the date the Borrower should have given notice of such default to the Lender pursuant to Section 7(a)(iii); or (iii) the date the Lender gives notice of such default to the Borrower;

(d)    Borrower shall default and fail to cure such default in the time provided therein, under the terms of any other agreement, indenture, deed of trust, mortgage, promissory note or security agreement governing the borrowing of sums money in excess of $10,000; and: (i) the maturity of any amount owed under such document or instrument is accelerated; or (ii) such default shall continue unremedied or unwaived for a period of time to permit such acceleration;

(e)    Borrower shall become insolvent or generally fail to pay, or admit in writing Borrower’s inability to pay its debts as they become due; or Borrower shall apply for, consent to, or acquiesce in, the appointment of a trustee, receiver or other custodian for Borrower or for Borrower’s property, or make a general assignment for the benefit of creditors; or, in the absence of such application, consent or acquiescence, a trustee, receiver or other custodian shall be appointed for Borrower or for a substantial part of Borrower’s property and not be discharged within sixty (60) days; or any bankruptcy, reorganization, debt arrangement, or other case or proceeding under any bankruptcy or insolvency law, or any dissolution or liquidation proceeding shall be commenced by or against Borrower and if commenced against Borrower, be consented to or acquiesced in by Borrower or remain for sixty (60) days undismissed; or Borrower shall take any action to authorize any of the foregoing;

(f)    any judgments, writs, warrants of attachment, executions or similar process (not covered by insurance) shall be issued against Borrower or any of Borrower’s assets where the aggregate amount of such judgments, writs, warrants of attachment, executions or similar process exceed $50,000.00 and are not released, vacated, suspended, stayed, abated or fully bonded prior to any sale and in any event within thirty (30) days after its issue or levy;

(g)    Airco shall cease to own, directly or indirectly, all of the Borrower’s issued and outstanding membership interest or shall cease to have the power to elect a majority of the Borrower’s directors or shall cease to direct the Borrower’s management policies;

(h)    the occurrence of any default by Borrower under the Consignment Agreement or the Disassembly Agreement or the termination of either such agreement;

(i)    the Lender, in its sole discretion, shall determine in good faith that there has been a Material Adverse Occurrence;

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(j)    any representation or warranty set forth in this Agreement or any other Loan Document shall be untrue in any material respect on the date as of which the facts set forth are stated or certified;

(k)    there is instituted against Borrower or any executive office or Borrower any criminal proceeding for which forfeiture of any material asset is a potential penalty, or the Borrower is enjoined, restrained or in any way prevented by order of any governmental authority from conducting any material part of its business affairs and such order is not completely stayed, to the satisfaction of the Lender, or dissolved within two business days from the effective date of such order; or

(l)    Borrower shall seek to revoke, repudiate or disavow the enforceability of any Loan Document.

Upon: (1) the occurrence of any Event of Default described in Section 9(e), the full unpaid principal amount of the Notes and all other obligations of the Borrower to the Lender shall automatically be due and payable without any declaration, notice, presentment, protest or demand of any kind (all of which are hereby waived); or (2) the occurrence of any other Event of Default, the Lender, upon written notice, may declare the outstanding principal amount of the Notes and all other obligations of the Borrower to the Lender to be due and payable without other notice, presentment, protest or demand of any kind, whereupon the full unpaid amount of the Notes and any and all other obligations, which shall be so declared due and payable, shall be and become immediately due and payable. In addition, the Lender may exercise any right or remedy available to it pursuant to any Loan Document, at law or in equity.

As additional collateral for the Loan, the Borrower shall establish a separate depository account in Borrower’s name held with Lender (the “ Pledged Account ”). The Borrower shall deposit forty percent (40%) of the Net Proceeds of the sale of any Acquired Assets into the Pledged Account. Upon and subject to the terms and conditions set forth in this Agreement, Borrower may from time to time submit written requests for disbursements of funds (a “ Disbursement ”) from the Pledged Account, solely for the purpose of repairing, maintaining or marketing the Acquired Assets. Borrower’s request for disbursement of funds from the Reserves (“ Disbursement Request ”) shall be made by Borrower in writing and each Disbursement Request must be received by the Lender at least two (2) Business Days prior to the proposed date of the disbursement requested thereby. Disbursement Requests shall be accompanied by such documents, reports and other materials as may be required by Lender in its sole discretion, including, without limitation, Borrower’s confirmation that all of Borrower’s representations and warranties hereunder remain true and correct in all material respects as of the date of the Disbursement Request and will remain true and correct in all material respects on and as of the date of such disbursement. So long as no Default or Event of Default then exists or would exist as a result of any such Disbursement, the Lender shall make any such Disbursement requested by Borrower.

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Except as may be expressly provided to the contrary herein, all accounting terms used herein shall be interpreted and all accounting determinations hereunder shall be made in accordance with GAAP consistently applied for the Borrower as used in the preparation of the Borrower’s reviewed financial statements described in Section 7(a)(i).

For purposes of this Agreement, the following terms shall have the following meanings:

“ Acquired Assets ”: As defined in Section 1 of this Agreement.

“ Acquisition ”: Any transaction or series of transactions by which the Borrower acquires, either directly or through a Subsidiary or otherwise, (a) any or all of the stock or other securities of any class of any Person if, after giving effect to such transaction, such Person would be an Affiliate of the Borrower; or (b) a substantial portion of the assets or a division, or line of business of any Person.

“ Affiliate ”: Shall mean, with respect to the Borrower, any Person which directly or indirectly controls, is controlled by, or is under common control with, the Borrower. One Person shall be deemed to control another Person if the controlling Person owns directly or indirectly 10% or more of any class of voting stock of the controlled Person or possesses, directly or indirectly, the power to direct or cause the direction of the management and policies of the controlled Person, whether through ownership of stock, by contract or otherwise.

“ Airco ”: Airco, LLC, a North Carolina corporation.

“ Airframe Acquisition ”: As defined in the Recitals to this Agreement.

“ Airframe Acquisition ”: As defined in Section 1 of this Agreement.

“ Airframe Purchase Agreement ”: As defined in Section 1 of this Agreement.

“ Airframe Transaction Documents ”: As defined in Section 1 of this Agreement.

“ Audit ”: As defined in Section 13 of this Agreement.

“ Banking Services ”: Each and any of the following bank services provided to Borrower by Lender or any of its affiliates: (a) commercial credit cards, (b) stored value cards, and (c) treasury management services (including, without limitation, controlled disbursement, automated clearinghouse transactions, return items, overdrafts and interstate depository network services).

“ Banking Services Liabilities ”: Any and all obligations of the Borrower, whether absolute or contingent and howsoever and whensoever created, arising, evidenced or acquired (including all renewals, extensions and modifications thereof and substitutions therefor) in connection with Banking Services.

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“ Borrowing Base . At any date of determination, the sum of: (a) 100% of the Eligible Inventory for which the Borrower has received firm purchase orders; plus (b) 60% of the remaining Eligible Inventory; plus (c) 100% of the Pledged Account Balance; plus (d) 100% of Eligible Accounts Receivable; provided , however, that the Lender reserves the right, in its discretion, to and to establish reserves as it deems appropriate and to adjust such borrowing base percentages based on its periodic evaluation of the Collateral. The amount of the Borrowing Base shall be determined periodically by the Lender.

“ Borrowing Base Certificate ”: As defined in Section 7(a)(ii) of this Agreement.

“ Cape Town Convention ”: The English language text of the Convention on International Interests in Mobile Equipment, adopted on November 16, 2001 at a diplomatic conference held in Cape Town, South Africa, as implemented and modified by the Protocol to the Convention on Matters Specific to Aircraft Equipment as adopted by the United States of America, and as the same may be further amended or modified from time to time.

“ Capitalized Lease ”: Any lease which, in accordance with GAAP, is capitalized on the books of the lessee.

“ Closing Date ”: The date on which the Loan is made after the Lender has received all of the Loan Documents in accordance with Section 1 and all conditions precedent specified in Section 5 have been satisfied.

“ Code ”: As defined in Section 8(e) of this Agreement.

“ Collateral ”: As defined in Section 1 of this Agreement.

“ Consigned Inventory Eligibility Requirements ”: As set forth on Exhibit B to this Agreement.

“ Consignment Agreement ”: As defined in Section 1 of this Agreement.

“ Contingent Obligation ”: With respect to any Person at the time of any determination, without duplication, any obligation, contingent or otherwise, of such Person guaranteeing or having the economic effect of guaranteeing any Indebtedness of any other Person (the “primary obligor”) in any manner, whether directly or otherwise, or entered into for the purpose of assuring in any manner the owner of such Indebtedness of the payment of such Indebtedness or to protect the owner against loss in respect thereof.

“ Default ”: As defined in Section 5(b) of this Agreement.

“ Disassembly Agreement ”: As defined in Section 1 of this Agreement.

“ Disbursement ”: As defined in Section 10 of this Agreement.

“ Disbursement Request ”: As defined in Section 10 of this Agreement.

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“ Eligible Accounts ”: At any date of determination, the United States dollar value (net of deposits, finance charges and/or service charges) of only such accounts of the Borrower arising from the rendering of sale of goods in the ordinary course of Borrower’s business in which the Lender holds a perfected first priority Lien and as to which the Lender, in its reasonable business judgment, shall from time to time determine to be collectible in a timely manner in the ordinary course of business without dispute or set-off. Without limiting the Lender’s right, in its reasonable business judgment, to consider any account not to be an Eligible Account, and by way of example only of types of accounts that the Lender will consider not to be Eligible Accounts, the Lender, notwithstanding any earlier classification of eligibility, may consider any account not to be an Eligible Account if: (a) any warranty is breached as to the account or the account debtor disputes liability or makes any claim with respect to the account; (b) (i) the account is not paid by the account debtor within 90 days after its invoice date; or (ii) the account is owed by any account debtor who has not paid 10% or more of such account debtor’s accounts within the time period specified in subsection (b)(i) above; (c) a petition in bankruptcy or other application for relief under any insolvency law is filed with respect to the account debtor owing the account, or the account debtor owing the account assigns for the benefit of creditors, becomes insolvent, fails, suspends, or goes out of business, or the Lender, in its reasonable business judgment, shall become dissatisfied with the creditworthiness of an account debtor owing an account; (d) the account arises from a sale to an account debtor outside the United States, unless the sale is on letter of credit, acceptance or other terms acceptable to the Lender; (e) the account debtor is an employee, or Affiliate of the Borrower, or an entity which has common officers, managers or directors with the Borrower; (f) the account debtor is the United States of America or any agency or department thereof and the account is subject to the Assignment of Claims Act; (g) the account is a bonded account; (h) the account balance includes the amount of any counterclaims or offsets which have been or may be asserted against the Borrower by the account debtor (including offsets for any “contra accounts” owed by the Borrower to the account debtor for goods purchased by the Borrower or for services performed for the Borrower); (i) the account debtor is a state, county, city, town or municipality; or (k) any account for a customer deposit.

“ Eligible Inventory ”: Shall mean the aggregate United States dollar Fair Market Value of the Borrower’s aircraft parts Inventory, in which only the Lender holds a perfected first priority security interest and as to which the Lender, in its reasonable business judgment, shall elect from time to time to constitute Eligible Inventory. Without limiting the Lender’s right, in its reasonable business judgment, to consider any inventory not to be Eligible Inventory, and by way of example only of types of inventory that the Lender will consider not to be Eligible Inventory, the Lender, notwithstanding any earlier classification of eligibility, may consider any inventory not to be Eligible Inventory if: (a) such inventory is not located at (or in transit to or from) a facility owned and operated by either Jet Yard or Airco that is located in the domestic United States; and (b) in the case of Inventory that is consigned by Borrower to a consignee, the Borrower has not complied with any of the Consigned Inventory Eligibility Requirements. The value of Eligible Inventory shall be the lower of the cost or market value of the Eligible Inventory computed on a first-in, first-out basis

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“ Event of Default ”: As defined in the introductory paragraph of Section 9 of this Agreement.

“ Fair Market Value ”: The price a willing non-affiliated buyer would pay a willing seller for an item of Inventory (neither being under any compulsion to buy or sell), whether or not such item of Inventory has been physically removed from the Airframe. The Fair Market Value of an item of Inventory included in Eligible Inventory shall be determined based on the most recent invoice price of a similar item of Inventory actually sold by the Borrower or by an Affiliate of Borrower to a non-affiliated buyer, or other supporting documentation provided by Borrower to Lender that is acceptable to Lender in its sole discretion; provided , however, that the Lender reserves the right to assign a lower Fair Market Value for any such item based on an Appraisal of the Inventory commissioned by Lender. At Lender’s request, Borrower shall promptly provide Lender with copies of invoices and other relevant materials to support its determination of Fair Market Value of any item(s) Inventory.

“ Indebtedness ”: Without duplication, all obligations, contingent or otherwise, which in accordance with GAAP should be classified upon the obligor’s balance sheet as liabilities, but in any event including the following (whether or not they should be classified as liabilities upon such balance sheet): (a) obligations secured by any mortgage, pledge, security interest, or other Lien, charge or other encumbrance existing on property owned or acquired subject thereto, whether or not the obligation secured thereby shall have been assumed and whether or not the obligation secured is the obligation of the owner or another party, in an amount equal to the lesser of (i) such liabilities and (ii) the greater of the purchase price or the fair market value of such property in such obligations have not been assumed; (b) any obligation on account of deposits or advances; (c) any obligation for the deferred purchase price of any property or services, except Trade Accounts Payable; (d) any obligation as lessee under any Capitalized Lease; (e) all guaranties, endorsements and other contingent obligations in respect to Indebtedness of others; (f) undertakings or agreements to reimburse or indemnify issuers of letters of credit or in connection with bankers’ acceptances; and (g) all Rate Protection Obligations. For all purposes of this Agreement, the Indebtedness of any Person shall include the Indebtedness of any partnership or joint venture as to which such Person is or may become personally liable.

“ Inventory ”: Shall have the meaning given such term in the Security Agreement.

“ International Registry ”: Shall mean the International Registry of Mobile Assets located in Dublin, Ireland and established pursuant to the Cape Town Convention, along with any successor registry.

“ Investment ”: The acquisition, purchase, making or holding of any stock or other security, any loan, advance, contribution to capital, extension of credit (except for trade and customer accounts receivable for inventory sold or services rendered in the ordinary course of business and payable in accordance with customary trade terms), any acquisitions of real or personal property (other than real and personal property acquired in the ordinary course of business) and any purchase or commitment or option to purchase stock or other debt or equity securities of, or any interest in, another Person or any integral part of any business or the assets comprising such business or part thereof.

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“ Jet Yard ”: Jet Yard, LLC, an Arizona limited liability company.

“ Liabilities ”: At any date of determination, the aggregate amount of liabilities appearing on the Borrower’s consolidated balance sheet at such date prepared in accordance with GAAP.

“ Lien(s) ”: Any security interest, mortgage, pledge, lien, hypothecation, judgment lien or similar legal process, charge, encumbrance, title retention agreement or analogous instrument or device (including, without limitation, the interest of the lessors under Capitalized Leases and the interest of a vendor under any conditional sale or other title retention agreement), including without limitation, any registrations on the International Registry without regard to whether such registrations are valid.

“ Loan(s) ”: The Loan, together with each other loan or extension of credit now or hereafter provided by Lender to Borrower.

“ Loan Document(s) ”: As defined in Section 1 of this Agreement.

“ Material Adverse Occurrence ”: Any occurrence of whatsoever nature (including, without limitation, any adverse determination in any litigation, arbitration, or governmental investigation or proceeding) which could reasonably be expected to materially and adversely affect: (a) the financial condition or operations of Borrower; (b) the ability of Borrower to perform its obligations under the Loan Documents; (c) the validity or enforceability of the material obligations of Borrower under the Loan Documents; (d) the rights and remedies of the Lender against Borrower; or (e) the timely payment of the principal of and interest on the Loan or other amounts payable by the Borrower hereunder or under any other Loan Document.

“ Net Proceeds ”: With respect to any sale of Inventory, the cash proceeds received by the Borrower from such transaction after deducting the ten percent (10%) commission payable to Airco pursuant to the Consignment Agreement.

“ Note(s) : Individually or collectively, the Note and each other promissory note now or hereafter made payable by Borrower to Lender.

“ Obligations ”: All Loans, advances, debts, liabilities, obligations, Banking Services Liabilities, covenants and duties, owing by Borrower to the Lender of any kind or nature, present or future, which arise under this Agreement, any other Loan Document or any permitted Rate Protection Agreement or by operation of law, whether or not evidenced by any note, guaranty or other instrument, whether or not for the payment of money, whether arising by reason of an extension of credit, opening, guarantying or confirming of a letter of credit, guaranty, indemnification or in any other manner, whether joint, several, or joint and several, direct or indirect (including those acquired by assignment or purchases), absolute or contingent, due or to become due, and however acquired. The term includes, without limitation, all principal, interest, fees, charges, expenses, attorneys’ fees, and any other sum chargeable to Borrower under this Agreement or any other Loan Document or any permitted Rate Protection Agreement.

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“ Patriot Act ”: As defined in Section 6(n) of this Agreement.

“ Permitted Liens ”:

(a)    Deposits or pledges to secure payment of workers’ compensation, unemployment insurance, old age pensions or other social security obligations, in the ordinary course of business of the Borrower; and

(b)    Liens for taxes, fees, assessments and governmental charges not delinquent or to the extent that payments therefor shall not at the time be required to be made in accordance with the provisions of Section  7(d) ;

“ Person ”: Any natural person, corporation, partnership, joint venture, firm, association, trust, unincorporated organization, government or governmental agency or political subdivision, or any other entity, whether acting in an individual, fiduciary or other capacity.

“ Pledged Account ”: As defined in Section 10 of this Agreement.

“ Pledged Account Balance ”: At any date of determination, the balance of collected funds in the Pledged Account.

“ Rate Protection Agreement ”: Any interest rate swap agreement, interest rate cap agreement, interest rate collar agreement, interest rate futures contract, interest rate options contract or similar agreement or arrangement between the Borrower and the counter-party (the “ Rate Protection Provider ”) designed to protect the Borrower against fluctuations in interest.

“ Rate Protection Obligations ”: The liabilities, Indebtedness, and obligations of the Borrower, if any, to the Rate Protection Provider under any Rate Protection Agreement.

“ Regulatory Change ”: As to the Lender, any change (including any scheduled change) applicable to a class of banks which includes the Lender in any:

(a)    federal or state law or foreign law; or

(b)    regulation, interpretation, directive or request (whether or not having the force of law) of any court or governmental authority charged with the interpretation or administration of any law referred to in clause (a) of this definition or of any fiscal, monetary or other authority having jurisdiction over such class of banks;

or the adoption after the date hereof of any new or final law, regulation, interpretation, directive or request applicable to a class of banks which includes the Lender.

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“ Security Agreement : As defined in Section 1(b).

“ Solvent ”: Shall mean, with respect to any Person on any date of determination, that on such date:

(a) the fair value of such Person’s tangible and intangible assets as a going concern is in excess of the total amount of such Person’s liabilities including, without limitation, Contingent Obligations;

(b) such Person is then able to pay its debts as they mature; and

(c) such Person has capital sufficient to carry on its business.

“ Subordination Agreement(s) ”: Each subordination agreement now or hereafter executed by a creditor of the Borrower in favor of the Lender.

“ Subordinated Creditor(s) ”: Each holder of Subordinated Debt.

“ Subordinated Debt ”: At any date of determination, the outstanding principal amount of any Indebtedness of the Borrower which has been subordinated to the payment of the Obligations pursuant to a Subordination Agreement acceptable to the Lender in its sole discretion.

“ Subsidiary ”: Any Person of which or in which the Borrower and its other Subsidiaries own directly or indirectly 50% or more of: (a) the combined voting power of all classes of stock having general voting power under ordinary circumstances to elect a majority of the board of directors of such Person, if it is a corporation, (b) the capital interest or profit interest of such Person, if it is a partnership, joint venture or similar entity, or (c) the beneficial interest of such Person, if it is a trust, association or other unincorporated organization.

“ Taxes ” shall mean present or future taxes, levies, imposts, duties, fees, assessments or other charges of whatever nature now or hereafter imposed by any jurisdiction or by any political subdivision or taxing authority thereof or therein with respect to such payments.

“ Trade Accounts Payable ”: The trade accounts payable of any Person with a maturity of not greater than 90 days incurred in the ordinary course of such Person’s business.

Borrower acknowledges and agrees that, while the Loan or any portion thereof remains outstanding, Lender has the right at any time to obtain an audit (“ Audit ”) of the Collateral (or any portion thereof) performed by employees of the Lender or by an appraiser, consultant or auditor engaged by the Lender. If any of the Collateral or related books or records are in the possession of a third party, the Borrower authorizes that third party to permit the Lender or its agents to have access to perform inspections or audits and to respond to the Lender’s (or Lender’s agent’s) requests for information concerning such Collateral and records. The

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Borrower further agrees to promptly reimburse the Lender for all expenses, charges, costs and fees of any such Audit and Lender’s internal review of such Audit that is commissioned by Lender (a) following the occurrence of an Event of Default or (b) if, at any time after July 31, 2018, either (i) the outstanding principal balance of the Loan is greater than $1,000,000; or (ii) the Pledged Account Balance is less than $1,000,000.

(a)     Notices Any notices or demands required or contemplated hereunder shall be written and shall be effective two days after the placing thereof in the United States mails postage prepaid or with a nationally-recognized courier service such as Federal Express, addressed to the relevant party at its address set forth on the signature page below or upon transmission by telecopy to the relevant party at the telecopy number set forth on the signature page below and a confirmation is received or at any other address or telecopy number as may be designated by the party in a notice to the other parties provided , however , that any notice to the Lender pursuant to Section 10 shall not be deemed given until actually received by the Lender.

(b)     Counterparts . This Agreement may be executed in counterparts and by separate parties in separate counterparts, each of which shall be an original and all of which taken together shall constitute one and the same document. Receipt by telecopy, pdf file or other electronic means of any executed signature page to this Agreement shall constitute effective delivery of such signature page.

(c)     Governing Law . THIS AGREEMENT, THE NOTES AND EACH OTHER LOAN DOCUMENT SHALL BE GOVERNED BY, INTERPRETED AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS, BUT NOT THE LAW OF CONFLICTS, OF THE STATE OF MINNESOTA.

(d)     General Indemnity . In addition to the payment of expenses pursuant to Section 7(f), whether or not the transactions contemplated hereby shall be consummated, the Borrower hereby indemnifies, and agrees to pay and hold the Lender, its affiliates and any holder of any Note, and their respective officers, directors, employees, agents, successors and assigns (collectively called the “Indemnitees”) harmless from and against, any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, costs, expenses and disbursements of any kind or nature whatsoever (including, without limitation, the reasonable fees and disbursements of counsel for any of such Indemnitees in connection with any investigative, administrative or judicial proceeding commenced or threatened, whether or not any of such Indemnitees shall be designated a party thereto), that may be imposed on, incurred by, or asserted against the Indemnitees (or any of them), in any manner relating to or arising out of the Loan Documents, the statements contained in any proposal letters or other similar correspondence delivered by the Lender (whether in person, by mail, courier or any electronic means), the Lender’s agreement to make the Loans, or the use or intended use of the proceeds of the Loans (the “ Indemnified Liabilities ”); provided , however , that the Borrower shall have no obligation to an Indemnitee hereunder with respect to

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Indemnified Liabilities arising from the gross negligence or willful misconduct of an Indemnitee. To the extent that the undertaking to indemnify, pay and hold harmless set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, the Borrower shall contribute the maximum portion that it is permitted to pay and satisfy under applicable law, to the payment and satisfaction of all Indemnified Liabilities incurred by the Indemnitees or any of them. The obligations of the Borrower under this Section 14(d) and under Section 7(f) shall survive any termination of this Agreement.

(e)    All payments made by the Borrower hereunder or under any Note will be made free and clear of, and without deduction or withholding for, any Taxes. If the Borrower shall be required to deduct any Taxes from such payments, then (i) the sum payable shall be increased as necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section 14(e) the Lender or other recipient receives an amount equal to the sum it would have received had no such deduction been made; (ii) the Borrower shall make such deduction; and (iii) the Borrower shall pay the full amount deducted to the relevant Governmental Authority in accordance with applicable Law.

(f)     Regulatory Change . If, as a result of any Regulatory Change:

(i)    any tax, duty or other charge with respect to any Loan, the Notes, the Letters of Credit or any commitment to lend is imposed, modified or deemed applicable, or the basis of taxation of payments to the Lender of interest or principal of the Loans is changed;

(ii)    any reserve, special deposit, special assessment or similar requirement against assets of, deposits with or for the account of, or credit extended by, the Lender is imposed, modified or deemed applicable;

(iii)    any increase in the amount of capital required or expected to be maintained by the Lender or any Person controlling the Lender is imposed, modified or deemed applicable;

(iv)    any other condition affecting this Agreement or any commitment to lend is imposed on the Lender or the relevant funding markets;

(v)    and the Lender determines that, by reason thereof, the cost to the Lender of making or maintaining the Loans or any commitment to lend is increased, or the amount of any sum receivable by the Lender hereunder or under the Notes is reduced, then, the Borrower shall pay to the Lender upon demand such additional amount or amounts as will compensate the Lender (or the controlling Person in the instance of (c) above) on an after-tax basis for such additional costs or reduction. Determinations by the Lender for purposes of this Section 14(f) of the additional amounts required to compensate the Lender shall be conclusive in the absence of manifest error. The Lender’s demand for payment

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of any amount pursuant to this Section 14(f) shall show the calculation of the amount demanded in reasonable detail. In determining such amounts, the Lender may use any reasonable averaging, attribution and allocation methods.

(g)     Participation . Lender may in its sole and exclusive discretion at any time issue participations in any or all of the Loans and in any or all or a portion of its obligations to make the Loans or to issue Letters of Credit to one or more participants in the Loans. Lender may divulge all information received by it from Borrower or any other source, including but not limited to information relating to the Loans and to the Borrower, to any such participant(s) or other lenders, and Borrower shall cooperate with Lender in satisfying the reasonable requirements of any such participant(s) or other lenders for consummating such a purchase, participation or assignment.

(h)     Successors and Assigns . This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns, EXCEPT that the Borrower may not assign or transfer its rights hereunder without the prior written consent of Lender.

(i)     Waivers, Amendments; etc . The provisions of this Agreement, or any other Loan Document, may from time to time be amended, modified or waived, if such amendment, modification or waiver is in writing and consented to by the Borrower and the Lender.

(j)     Inconsistencies, etc . In the event of any conflict or inconsistency between or among the provisions of this Agreement and any other Loan Document, it is intended that the provisions of this Agreement and such other Loan Document be enforceable except to the extent that the enforcement of such provisions is irreconcilable and, in that event, the provisions of the Loan Document most favorable to the Lender shall be controlling.

(k)     WAIVER OF TRIAL BY JURY . THE BORROWER AND THE LENDER EACH WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING TO ENFORCE OR DEFEND ANY RIGHTS (i) UNDER THE LOAN DOCUMENTS OR UNDER ANY AMENDMENT, INSTRUMENT, DOCUMENT OR AGREEMENT DELIVERED OR WHICH MAY IN THE FUTURE BE DELIVERED IN CONNECTION THEREWITH OR (ii) ARISING FROM ANY RELATIONSHIP EXISTING IN CONNECTION WITH THIS AGREEMENT, AND AGREES THAT ANY SUCH ACTION OR PROCEEDING SHALL BE TRIED BEFORE A COURT AND NOT BEFORE A JURY.

(l)     Limitation of Liability . Neither the Lender nor any affiliate of the Lender shall have any liability with respect to, and the Borrower hereby waives, releases and agrees not to sue upon, any claim for any special, indirect or consequential damages suffered by the Borrower in connection with, arising out of, or in any way related to, this Agreement, the Notes or any other Loan Document, or the transactions contemplated and the relationship established hereby or thereby, or any act, omission or event occurring in connection herewith or therewith.

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(m)     Customer Identification - USA PATRIOT Act Notice . The Lender hereby notifies the Borrower that pursuant to the requirements of the Patriot Act, and the Lender’s policies and practices, the Lender is required to obtain, verify and record certain information and documentation that identifies the Borrower, which information includes the name and address of the Borrower and such other information that will allow the Lender to identify the Borrower in accordance with the Patriot Act.

(n)     Venue . AT THE OPTION OF THE LENDER, THIS AGREEMENT AND EACH OTHER LOAN DOCUMENT TO WHICH THE BORROWER IS A PARTY MAY BE ENFORCED IN ANY FEDERAL COURT OR MINNESOTA STATE COURT SITTING IN MINNEAPOLIS OR ST. PAUL, MINNESOTA; AND THE BORROWER CONSENTS TO THE JURISDICTION AND VENUE OF ANY SUCH COURT AND WAIVES ANY ARGUMENT THAT VENUE IN SUCH FORUMS IS NOT CONVENIENT. IN THE EVENT THE BORROWER COMMENCES ANY ACTION IN ANOTHER JURISDICTION OR VENUE UNDER ANY TORT OR CONTRACT THEORY ARISING DIRECTLY OR INDIRECTLY FROM THE RELATIONSHIP CREATED BY THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT, THE 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.

(o)    The words “hereof,” “herein,” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. References to Sections, Exhibits, Schedules and like references are to this Agreement unless otherwise expressly provided. The words “include,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation.” Unless the context in which used herein otherwise clearly requires, “or” has the inclusive meaning represented by the phrase “and/or.”

(p)     Document Imaging, Electronic Transactions and the UETA . Without notice to or consent of Borrower, Lender may create electronic images of this Agreement and the other Loan Documents and destroy paper originals of any such imaged documents. Provided that such images are maintained by or on behalf of Lender as part of Lender’s normal business processes, Borrower agrees that such images have the same legal force and effect as the paper originals, and are enforceable against Borrower. Furthermore, Borrower agrees that Lender may convert any Loan Document into a “transferrable record” as such term is defined under, and to the extent permitted by, the UETA, with the image of such instrument in Lender’s possession constituting an “authoritative copy” under the UETA.

(q)     Single Purpose Entity . Borrower’s sole business purpose shall be to own and sell the Acquired Assets. Borrower (i) shall conduct business only in its own name,

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(ii) shall not engage in any business or have any assets unrelated to the Acquired Assets, (iii) shall not have any indebtedness other than as permitted by this Agreement and other than trade payables incurred in the ordinary course of Borrower’s business, (iv) shall have its own separate books, records, and accounts (with no commingling of assets), (v) shall hold itself out as being an entity separate and apart from any other person or entity, (vi) shall not change its name or identity unless Borrower shall have obtained the prior written consent of Lender to such change, and shall have taken all actions necessary or requested by Lender to file or amend any financing statement or continuation statement to assure perfection and continuation of perfection of security interests under the Loan Documents, and (vii) shall not amend its limited liability company agreement in any way that would have a material adverse effect on its ability to own or sell the Acquired Assets or to perform its obligations under the Loan Documents unless Borrower shall have obtained the prior written consent of Lender to such change.

(r)     Document Construction . This Agreement supersedes all prior agreements and understandings relating to the subject matter hereof. This Agreement, the Note and each other Loan Document has been reviewed by all parties hereto and incorporate the requirements of such parties. Each party waives the rule of construction that any ambiguities are to be resolved against the party drafting the same and agrees such rules will not be employed in the interpretation of this Agreement, the Note or any other Loan Document.

[signature page follows]

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the date first above.

Address for Notices:

With a copy to (which shall not constitute notice or service of process):

Address for Notices:

With a copy to (which shall not constitute notice or service of process):

[Signature page to Loan Agreement]

EXHIBITS AND SCHEDULES TO LOAN AGREEMENT

EXHIBITS

SCHEDULES

Exhibit 10.3

COLLATERAL ASSIGNMENT OF PURCHASE AGREEMENT

This Collateral Assignment of Purchase Agreement (this “Assignment”), dated as of October 27, 2017, is made by AIRCO 1, LLC, a Delaware limited liability company (“ Borrower ”), in favor of MINNESOTA BANK & TRUST, a Minnesota banking corporation (the “ Lender ”).

WITNESSETH :

WHEREAS, CONTRAIL AVIATION SUPPORT, LLC, a Wisconsin limited liability company (the “Seller”), and Borrower have entered into that certain Purchase Agreement, to be dated of even date herewith (“ Airframe Purchase Agreement ”), and certain related transaction documents listed on Schedule I attached hereto (collectively, as the same may be amended, supplemented, amended and restated, renewed or otherwise modified, the “ Transaction Agreements ”);

WHEREAS, pursuant to the Transaction Agreements, the Seller has made certain representations and warranties to, and covenants and agreements with, Borrower, including agreements by the Seller under certain circumstances to indemnify Borrower (collectively, the “ Representations, Warranties, Covenants and Indemnities ”);

WHEREAS, Borrower and the Lender have entered into that certain Loan Agreement, dated on or about the date hereof (as the same may be amended, supplemented or otherwise modified from time to time, the “Loan Agreement”), and, pursuant to the Security Agreement, dated of even date with the Loan Agreement, executed by Borrower in favor of the Lender, Borrower has granted to the Lender security interests in and liens on Borrower’s assets; and

WHEREAS, the Lender has required, as a condition to its entering into the Loan Agreement, that Borrower collaterally assign to the Lender, as additional security for the repayment of the Obligations, all of its rights and remedies with respect to the Representations, Warranties, Covenants and Indemnities;

NOW, THEREFORE, in consideration of the premises set forth herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Borrower agrees as follows:

1.    Unless otherwise defined herein, all terms used herein shall have their defined meanings under the Loan Agreement.

2.    Borrower hereby collaterally assigns and transfers to the Lender, as additional security for the repayment in full of the Obligations, all of its rights and remedies with respect to the Representations, Warranties, Covenants and Indemnities, and any payments due from the Seller to Borrower under or pursuant to the Airframe Purchase Agreement and the other Transaction Agreements.

3.    Until all the Obligations have been indefeasibly paid in full and the Loan Agreement has been terminated, Borrower hereby irrevocably authorizes and empowers the Lender or its agents, in the sole discretion of the Lender exercised in good faith after and during

the continuance of an Event of Default, to: (a) assert, either directly or on behalf of Borrower, any claims Borrower may have, from time to time, against the Seller with respect to the Representations, Warranties, Covenants and Indemnities or with respect to any payments due from the Seller to Borrower under or pursuant to the Transaction Agreements, as the Lender may reasonably deem proper, and (b) to receive and collect any damages, awards and other monies resulting therefrom (“Damages”) and to apply the same on account of the Obligations in accordance with the terms of the Loan Agreement. Until all the Obligations have been indefeasibly paid in full and the Loan Agreement has been terminated, Borrower hereby irrevocably makes, constitutes and appoints the Lender (and all officers, employees or agents designated by the Lender) as their true and lawful attorney (and agent-in-fact) for the purpose of enabling the Lender or its agents, after the occurrence and during the continuance of an Event of Default, to assert and collect such claims and to apply such monies in the manner set forth hereinabove. The appointment of the Lender as attorney-in-fact is a power coupled with an interest. Lender shall have no liability for exercising or not exercising its rights hereunder. The rights of the Lender set forth in this Agreement shall be in addition to, and not in lieu of, any rights or obligations set forth in the Loan Agreement, the Security Agreement or any other Loan Document. All rights and remedies evidenced hereby, or evidenced or contemplated by the Loan Agreement or any Loan Document shall be cumulative and may be exercised separately or concurrently in the sole discretion of the Lender. Notwithstanding the foregoing, Borrower shall have the right to assert claims against the Seller in connection with the Representations, Warranties, Covenants and Indemnities during every period of time in which no uncured or unwaived Event of Default exists, provided , that Borrower first gives the Lender written notice of its intention to assert any such claims where the amount at issue is in excess of $10,000 and then keeps the Lender informed of the status of any proceedings concerning such claims.

4.    Borrower shall keep the Lender informed of all material circumstances known to Borrower bearing upon the Representations, Warranties, Covenants and Indemnities, and Borrower shall not waive any of its material rights or material remedies under the Airframe Purchase Agreement or any other Transaction Agreement with respect to the Representations, Warranties, Covenants and Indemnities without the prior written consent of the Lender.

5.    All Net Damages in excess of $10,000 received by Borrower during the pendency of any Event of Default shall be paid over to Lender in the form received for application to the Obligations in such order as the Lender, in its sole discretion, may elect. “Net Damages” shall mean the Damages recovered by Borrower less reasonable costs of recovery including, without limitation, Borrower’s reasonable attorney’s fees and legal expenses.

6.    This Assignment shall continue in effect until the Obligations have been indefeasibly paid in full and the Loan Agreement has been terminated at which time this Assignment shall automatically terminate.

7.    At any time or from time to time, upon the Lender’s written request, Borrower will execute and deliver to the Lender such further documents and do such other acts and things as the Lender may reasonably request in order to effectuate the purposes of this Assignment including, without limitation, the filing or recording of this Assignment or any schedule, amendment or supplement hereto, or a financing or continuation statement with respect hereto in accordance with the laws of any applicable jurisdictions. Borrower hereby authorizes the Lender to effect any such

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filing or recording as aforesaid (including the filing of any such financing statements or amendments thereto without the signature of Borrower), and the Lender’s reasonable costs and expenses with respect thereto shall be part of the Obligations and shall be payable by Borrower on demand.

8.    Borrower hereby represents and warrants that, as of the date hereof: (i) the Airframe Purchase Agreement is in full force and effect and is enforceable by Borrower in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium or similar laws at the time in effect affecting the enforceability of rights of creditors generally and by general equitable principles which may limit the right to obtain equitable remedies, (ii) to its knowledge, no default exists under the Airframe Purchase Agreement, (iii) Borrower has not assigned or pledged or otherwise encumbered the Airframe Purchase Agreement other than as contemplated hereby, (iv) Borrower has the requisite power, authority and legal right to assign its respective rights under the Airframe Purchase Agreement pursuant to this Assignment, (v) this Assignment has been duly authorized, executed and delivered by Borrower and constitutes a legal, valid and binding obligation of Borrower, enforceable by the Lender against Borrower in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium or similar laws at the time in effect affecting the enforceability of rights of creditors generally and by general equitable principles which may limit the right to obtain equitable remedies, (vi) to its knowledge, no material consent of any other Person and no consent, license, permit, approval or authorization of, exemption by, notice or report to, or registration, filing or declaration with, any governmental authority, domestic or foreign, is required to be obtained by Borrower in connection with the execution, delivery or performance of this Assignment by Borrower except those that have been obtained, (vii) to its knowledge, the execution, delivery and performance of this Assignment will not violate any provision of any law, and (viii) the execution, delivery, and performance of this Assignment by Borrower will not violate any provision of any material contractual obligation to which Borrower is a party or upon any of its assets and will not result in the creation or imposition of any lien on any of the assets of Borrower except as contemplated by this Assignment and the other Loan Documents.

9.    Borrower: (i) will not assign, pledge or otherwise encumber any of its respective right, title or interest in, to or under the Airframe Purchase Agreement to anyone other than the Lender and its successors or assigns; (ii) will not, except with the prior written consent of the Lender, enter into any agreement amending, modifying, restating, renewing or supplementing the Airframe Purchase Agreement; in any manner which is, or could reasonably be expected to be, materially adverse to the rights of the Lender; (iii) will not, without the prior written consent of the Lender, consent or agree to any act or omission to act on the part of any party to the Airframe Purchase Agreement that, without such consent or agreement, would constitute a material default thereunder; (iv) will deliver to the Lender a copy of each demand, notice, communication or document (except those received in the ordinary course of business) delivered to it in any way relating to the Airframe Purchase Agreement; and (v) will not grant any material consents or waivers under the Airframe Purchase Agreement without receiving the prior written consent of the Lender.

10.    It is understood that the Lender does not in any way assume Borrower’s obligations under the Airframe Purchase Agreement. Borrower hereby agrees to indemnify Lender against all liability arising in connection with or on account of this Assignment (including, without limitation, any liability arising out of Lender’s enforcement of this Assignment), except for any such liabilities arising on account of Lender’s gross negligence or willful misconduct.

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11.    Any provision of this Assignment that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

12.    NONE OF THE TERMS OR PROVISIONS OF THIS ASSIGNMENT MAY BE WAIVED, ALTERED, MODIFIED OR AMENDED EXCEPT BY AN INSTRUMENT IN WRITING, DULY EXECUTED BY THE BANK AND BORROWER. THIS ASSIGNMENT AND ALL THE RESPECTIVE OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE BINDING UPON THE SUCCESSORS AND ASSIGNS OF THE RESPECTIVE PARTIES AND SHALL, TOGETHER WITH THE RIGHTS AND REMEDIES OF EACH PARTY HEREUNDER, INURE TO THE BENEFIT OF SUCH PARTY AND ITS RESPECTIVE SUCCESSORS AND ASSIGNS. THIS ASSIGNMENT SHALL BE GOVERNED BY, AND BE CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF MINNESOTA.

13.    AS A SPECIFICALLY BARGAINED INDUCEMENT FOR THE BANK TO ENTER INTO THIS ASSIGNMENT AND EXTEND CREDIT TO THE BORROWER, BORROWER AGREES THAT AT THE OPTION OF THE BANK, THIS ASSIGNMENT MAY BE ENFORCED IN ANY FEDERAL COURT OR MINNESOTA STATE COURT SITTING IN MINNEAPOLIS OR ST. PAUL, MINNESOTA; AND BORROWER CONSENTS TO THE JURISDICTION AND VENUE OF ANY SUCH COURT AND WAIVES ANY ARGUMENT THAT VENUE IN SUCH FORUMS IS NOT CONVENIENT. IN THE EVENT BORROWER COMMENCES ANY ACTION IN ANOTHER JURISDICTION OR VENUE UNDER ANY TORT OR CONTRACT THEORY ARISING DIRECTLY OR INDIRECTLY FROM THE RELATIONSHIP CREATED BY THIS ASSIGNMENT, THE BANK 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.

14.    Any notice required, permitted or contemplated hereunder shall be in writing and addressed to the party to be notified at the address set forth below or at such other address as each party may designate for itself from time to time by notice hereunder, and shall be deemed validly given (i) three (3) days following deposit in the U.S. mails, with proper postage prepaid, or (ii) the next business day after such notice was delivered to a regularly scheduled overnight delivery carrier with delivery fees either prepaid or an arrangement, satisfactory with such carrier, made for the payment thereof, or (iii) upon receipt of notice given by telecopy or personal delivery:

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To the Lender:

Minnesota Lender & Trust

7701 France Avenue South, Suite 110

Edina, MN 55435

Attention: Mr. Eric P. Gundersen, VP

With a copy to:

Fabyanske, Westra, Hart & Thomson, P.A.

333 South Seventh Street, Suite 2600

Minneapolis, MN 55402

Attention: Frederick H. Ladner, Esq.

To Borrower:

Airco 1, LLC

5930 Balsom Ridge Road

Denver, North Carolina 28037

Attention: Candice Otey

Telecopy No: No fax number

With a copy to:

Winthrop & Weinstine, P.A.

225 S. 6 ^th Street

Minneapolis, MN 55402

Attention: David E. Moran

15.    AS A SPECIFICALLY BARGAINED INDUCEMENT FOR THE BANK TO ENTER INTO THIS ASSIGNMENT AND EXTEND CREDIT TO BORROWER, BORROWER AND THE LENDER EACH WAIVES TRIAL BY JURY WITH RESPECT TO ANY ACTION, CLAIM, SUIT OR PROCEEDING IN RESPECT OF OR ARISING OUT OF THIS ASSIGNMENT AND/OR THE CONDUCT OF THE RELATIONSHIP BETWEEN THE LENDER AND BORROWER.

16.     Counterparts . This Assignment may be executed in two or more counterparts, any one of which need not contain the signatures of more than one party, but all such counterparts taken together shall constitute one and the same Assignment.    Receipt by telecopy, pdf file or other electronic means of any executed signature page to this Assignment shall constitute effective delivery of such signature page.

[signature pages follow]

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IN WITNESS WHEREOF, this Assignment has been duly executed on the date first above written.

Borrower:

[Signature Page to Collateral Assignment of Purchase Agreement]

[Signature Page to Collateral Assignment of Purchase Agreement]

SCHEDULE I

TO

COLLATERAL ASSIGNMENT OF REPRESENTATIONS,

WARRANTIES, COVENANTS AND INDEMNITIES

Exhibit 10.4

ASSIGNMENT AND AGREEMENT REGARDING CONSIGNMENT AGREEMENT

THIS ASSIGNMENT AND AGREEMENT is made and executed by and among AIRCO, LLC, a North Carolina limited liability company (“Consignee”), MINNESOTA BANK & TRUST, a Minnesota state banking corporation (“Lender”) and AIRCO 1, LLC, a Delaware limited liability company (“Borrower”) as of October 27, 2017.

WITNESSETH:

WHEREAS, Lender and Borrower have entered into a Loan Agreement dated as the date hereof (as amended, modified, replaced or restated from time to time, the “Loan Agreement”; capitalized terms not otherwise defined herein being used herein as therein defined) pursuant to which Lender has agreed to make a term loan (the “Loan”) to Borrower up to THREE MILLION FOUR HUNDRED FORTY ONE THOUSAND AND NO/100THS DOLLARS ($3,441,000) to finance the acquisition of a used Boeing 737-800 airframe to be disassembled and sold as parts by the Borrower (the “Airframe”); and

WHEREAS, in accordance with the Loan Agreement, Borrower delivered to Lender a Promissory Note in the amount of $3,441,000 (the “Note”), which is secured by, among other instruments, a Security Agreement (the “Security Agreement”) pursuant to which Borrower has granted a security interest in all of its now owned and hereafter acquired personal property to Lender; and

WHEREAS, Consignee and Borrower entered into and executed that certain Consignment Agreement dated as of October 20, 2017 (the “Consignment Agreement”), pursuant to which Consignee agreed to warehouse, overhaul, recertify and sell certain aircraft parts (the “Parts”) on behalf of the Borrower

WHEREAS, a true, correct and complete copy of the Consignment Agreement is attached hereto as Exhibit A ; and

WHEREAS, Lender will not advance funds pursuant to the Loan Agreement unless this Assignment and Agreement is executed; and

WHEREAS, Consignee and Borrower each desire to execute this Assignment and Agreement, in accordance with the terms and provisions hereof, in order to induce Lender to advance funds pursuant to the Loan Agreement.

NOW, THEREFORE, in consideration of the foregoing and of the mutual promises contained herein, and for the additional consideration of Ten and No/100ths Dollars ($10.00), the receipt and sufficiency of which are hereby acknowledged by Consignee and Borrower, the parties hereto hereby agree as follows:

1.     Borrower hereby assigns its rights and interests in, under and pursuant to the Consignment Agreement to Lender as security for Borrower’s obligations to Lender pursuant to the Loan Agreement, the Note and the Security Agreement.

2.     If an Event of Default does occur under the Loan Agreement and is continuing, then Lender may, at its option, by written notice to Consignee, take over Borrower’s position as “Consignor” under the Consignment Agreement. In such event, Lender shall have all of the rights of Borrower under the Consignment Agreement, and Consignee shall continue to perform under the terms of the Consignment Agreement on behalf of Lender, and shall continue to warehouse, overhaul, recertify and sell the Parts as provided in the Consignment Agreement, as if Lender were originally a party thereto as Consignor.

3.     Lender’s taking over of Borrower’s position as Consignor under the Consignment Agreement shall be preceded by at least three (3) Business Days’ (as that term is defined in the Loan Agreement) prior written notice to Consignee. Notwithstanding anything in the Consignment Agreement to the contrary, in no event shall Lender have any obligation to perform any of Borrower’s obligations under the Consignment Agreement unless and until Lender delivers such notice to Consignee.

4.     Borrower and Consignee shall not cause the Consignment Agreement to be modified or amended, and Borrower shall not waive any of its rights under the Consignment Agreement without, in either case, the prior written consent of Lender. Consignee shall not terminate, or accept termination of, the Consignment Agreement without giving at least thirty (30) days’ prior written notice to Lender. Lender, upon receipt of such notice, shall have the right, but not the obligation, at its option, to cure the grounds asserted by Consignee for termination of the Consignment Agreement. The Consignment Agreement shall not be terminated by Consignee while Lender is promptly, diligently and actively prosecuting such a cure, provided that Consignee shall not be obligated to continue to perform work under the Consignment Agreement during the cure period unless Lender has agreed to pay for such performance. Borrower shall not terminate, or accept termination of, the Consignment Agreement without Lender’s prior written consent.

5.     In the event Lender does take over Borrower’s position as Consignor under the Consignment Agreement, all payments to be made thereunder shall be subject to all of the requirements and prerequisites to advances and disbursements set forth in the Loan Agreement and in the Disbursing Agreement of even date therewith referred to therein.

6.     In addition, Borrower hereby grants to Lender a security interest in Borrower’s right, title and interests in, to and under the Consignment Agreement, if and to the extent that a security interest may be granted therein under the Minnesota Uniform Commercial Code, and Borrower acknowledges that Lender shall have all of the rights and remedies with respect thereto provided for by the Minnesota Uniform Commercial Code, in addition to the other rights and remedies herein granted to Lender, in the event of the occurrence of an event of default under the Loan Agreement.

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7.     In consideration of the Lender’s making the Loan to Borrower, Consignee hereby grants to Lender a security interest in Consignee’s right, title and interests in, to and under any and all subcontracts, purchase orders and other agreements now or hereafter executed by Consignee and related to the Parts, and Consignee acknowledges that Lender shall have all of the rights and remedies with respect thereto provided for by the Minnesota Uniform Commercial Code, in addition to the other rights and remedies herein granted to Lender, in the event of the occurrence of an event of default under the Loan Agreement.

8.     Subject to the provisions hereof, this Assignment and Agreement shall be binding upon Borrower, Consignee and their successors and assigns, and shall inure to the benefit of Lender, its successors and assigns. Lender may assign its rights under this Assignment and Agreement, without the consent of Consignee or Borrower, but neither Consignee nor Borrower may assign its obligations under the Consignment Agreement or under this Assignment and Agreement without the prior written consent of Lender.

9.     Any notice required or permitted to be given by any party hereto to any other party thereto under the terms of this Assignment and Agreement shall be deemed to have been given on the date the same is deposited in the United States mail, registered or certified, return receipt requested, postage prepaid, addressed to the party to which the notice is to be given at the following address for it:

or to such other address as any such party may specify for itself in a written notice given by such party to the other parties hereto not less than ten (10) days prior to the effective date of said address change.

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10.     This Assignment and Agreement may be executed in as many counterparts as may be deemed necessary or convenient, and by the different parties hereto on separate counterparts, each of which, when so executed, shall be deemed an original but all such counterparts shall constitute but one and the same instrument. Delivery of a counterpart hereof, or a signature page hereto, by facsimile or in a .pdf or similar file shall be effective as delivery of a manually executed original counterpart thereof.

IN WITNESS WHEREOF, the parties hereto have caused this instrument to be executed as of the day and year first above written.

[Signature Page to Assignment and Agreement]

EXHIBIT A

CONSIGNMENT AGREEMENT

[see attached]