Air T Inc Sample Contracts

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RIGHTS AGREEMENT Dated as of December 15, 2014 By and Between AIR T, INC. and AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC as Rights Agent
Rights Agreement • December 15th, 2014 • Air T Inc • Air courier services • New York

This RIGHTS AGREEMENT, dated as of December 15, 2014 (this “Agreement”), is made and entered into by and between Air T, Inc., a Delaware corporation (the “Company”), and American Stock Transfer & Trust Company, LLC, a New York limited liability trust company (the “Rights Agent”).

Air T Funding
Trust Agreement • June 25th, 2021 • Air T Inc • Air courier services • Delaware

THIS SECOND AMENDED AND RESTATED TRUST AGREEMENT, dated as of June 21, 2021, among (i) Air T, Inc., a Delaware corporation (including any successors or assigns, the “Depositor”), (ii) Delaware Trust Company, a Delaware state chartered trust company duly organized and existing under the laws of the State of Delaware, as property trustee (the “Property Trustee”), (iii) Delaware Trust Company, a Delaware state chartered trust company duly organized and existing under the laws of the State of Delaware, as Delaware trustee (the “Delaware Trustee,” and (iv) Mark Jundt, an individual, and Brian Ochocki, an individual, each of whose address is c/o Air T, Inc. (each an “Administrative Trustee” and collectively the “Administrative Trustees”) (the Property Trustee, the Delaware Trustee and the Administrative Trustees referred to collectively as the “Trustees”).

COMMERCIAL SECURITY AGREEMENT
Commercial Security Agreement • February 22nd, 2022 • Air T Inc • Air courier services • Wisconsin
IATA Document No. 5016-01 MASTER SHORT-TERM ENGINE LEASE AGREEMENT prepared in conjunction with the AWG Release Date: October 2012 PREPARATORY NOTES BY THE IATA AND AWG SECRETARIATS
Lease Agreement • December 9th, 2019 • Air T Inc • Air courier services • New York

THE DOCUMENT THROUGH THE LEASE AGREEMENT. THE LEASE AGREEMENT IS ATTACHED AS ANNEX 2. FOR CONVENIENCE, THE SHORT-FORM LEASE AGREEMENT WILL ALSO BE POSTED ON THE IATA AND AWG WEBSITES, IN DOWNLOADABLE WORD FORMAT.

CAPITAL SECURITIES GUARANTEE AGREEMENT AIR T, INC. AND DELAWARE TRUST COMPANY DATED: June 10, 2019
Capital Securities Guarantee Agreement • June 13th, 2019 • Air T Inc • Air courier services • Delaware

This GUARANTEE AGREEMENT (the “Capital Securities Guarantee”), dated as of June 10, 2019, is executed and delivered by Air T, Inc., a Delaware corporation (the “Guarantor”), and Delaware Trust Company, a Delaware chartered trust company, as trustee (the “Capital Guarantee Trustee”), for the benefit of the Holders (as defined herein) from time to time of the Capital Securities (as defined herein) of Air T Funding, a Delaware statutory trust (“Air T Funding”).

COOPERATION AGREEMENT
Cooperation Agreement • October 15th, 2021 • Air T Inc • Air courier services • Minnesota

This Cooperation Agreement, dated as of October 11, 2021 (this “Agreement”), is entered into by and among Insignia Systems, Inc., a Minnesota corporation (the “Company”), Nicholas J. Swenson, an individual resident of Minnesota (“Swenson”), Air T, Inc., a Delaware corporation (“Air T”); Groveland Capital LLC, a Delaware limited liability company (“Groveland”); AO Partners I, L.P., a Delaware limited partnership (“AOPI”); AO Partners, LLC, a Delaware limited liability company (“AOP”), and Glenhurst Co., a Minnesota corporation (“Glenhurst”). Swenson, Air T, Groveland, AOPI, AOP, and Glenhurst are collectively referred to herein as the “Shareholder Group” and each individually as a “Member” of the Shareholder Group.

WARRANT AGENCY AGREEMENT
Warrant Agency Agreement • June 13th, 2019 • Air T Inc • Air courier services • New York

WARRANT AGENCY AGREEMENT, dated as of June 10, 2019 (“Agreement”), between Air T Funding, a Delaware statutory trust (the “Company”) and American Stock Transfer & Trust Company, LLC, a New York limited liability trust company, (the “Warrant Agent”).

AMENDED AND RESTATED REVOLVING CREDIT NOTE
Security Agreement • November 14th, 2018 • Air T Inc • Air courier services

FOR VALUE RECEIVED, on the Revolving Credit Termination Date (as defined in the Credit Agreement hereinafter defined) the undersigned, AIR T, INC., a Delaware corporation (the “Borrower”), promises to pay to the order of Minnesota Bank & Trust, a Minnesota state banking corporation (the “Lender”), the principal sum of THIRTEEN MILLION AND NO/100THS DOLLARS (U.S. $13,000,000.00) or, if less, the aggregate unpaid principal amount of all Revolving Credit Loans (as hereinafter defined) made by the Lender to the Borrower pursuant to the Credit Agreement.

COLLATERAL ACCOUNT AGREEMENT
Collateral Account Agreement • January 7th, 2020 • Air T Inc • Air courier services • Minnesota

THIS COLLATERAL ACCOUNT AGREEMENT is made as of December 31, 2019 (the “Agreement”), by and between AIR T OZ 3, LLC, a Minnesota limited liability company (together with its successors and assigns “Grantor”), and MINNESOTA BANK & TRUST, Minnesota banking corporation (together with its successors and assigns, the “Secured Party”).

Contract
Standstill Agreement • December 8th, 2015 • Air T Inc • Air courier services • Minnesota
AMENDED AND RESTATED COLLATERAL ACCOUNT AGREEMENT
Collateral Account Agreement • September 7th, 2021 • Air T Inc • Air courier services • Minnesota

THIS AMENDED AND RESTATED COLLATERAL ACCOUNT AGREEMENT is made as of August 31, 2021 (the “Agreement”), by and between JET YARD, LLC, an Arizona limited liability company (together with its successors and assigns “Grantor”), and MINNESOTA BANK & TRUST, Minnesota banking corporation (together with its successors and assigns, the “Secured Party”).

TERM NOTE
Air T Inc • January 25th, 2019 • Air courier services • Minnesota

FOR VALUE RECEIVED, AIRCO 1, LLC, a Delaware limited liability company (“Borrower”) promises to pay to the order of PARK STATE BANK, a Minnesota state banking corporation (“Lender”) or its assigns, at Lender’s offices located at 1108 Nicollet Mall #210, Minneapolis, MN 55403, 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 TWO MILLION ONE HUNDRED THOUSAND AND NO/100THS DOLLARS ($2,100,000), together with interest thereon as hereinafter provided.

BENEFICIAL INTEREST PLEDGE AGREEMENT
Beneficial Interest Pledge Agreement • November 5th, 2019 • Air T Inc • Air courier services

WHEREAS, Pledgor, as Beneficial Owner (as defined in the Trust Deed), Wilmington Trust SP Services (Dublin) Limited (registration number 318390), not in its individual capacity, except as provided in the Trust Deed, but otherwise as Trustee (the "Owner Trustee") and Contrail Aviation Support, LLC, as Parent (as defined in the Trust Deed) entered into that certain Declaration of Trust (MSN 29922), dated as of June 26, 2019 (the "Trust Deed") (the "Trust Deed"), pursuant to which the Aircraft MSN 2922 Trust was created (the "Trust");

AMENDED EMPLOYMENT AGREEMENT FOR WILLIAM H. SIMPSON
Employment Agreement • July 11th, 2014 • Air T Inc • Air courier services • North Carolina

THIS AMENDED EMPLOYMENT AGREEMENT (the “Agreement”) is made and entered into as of the 9th day of July 2014 (the “Effective Date”), by and among AIR T, INC., (“AirT”); a Delaware corporation; MOUNTAIN AIR CARGO, INC. (“MAC”), a North Carolina corporation; CSA AIR, INC. (“CSA” and, together with MAC, “Employer”), a North Carolina corporation; GLOBAL GROUND SUPPORT, LLC (“GGS”), a North Carolina limited liability company; and WILLIAM H. SIMPSON, an individual having an address at 4221 Herter Road, Lincolnton, NC 28092 (“Employee”).

SECURITY AGREEMENT
Security Agreement • December 18th, 2017 • Air T Inc • Air courier services • Minnesota

THIS SECURITY AGREEMENT (this “Agreement”), dated as of December 21, 2017, is entered into by and among AIR T, INC., a Delaware corporation (“Borrower”), and the guarantors listed on the signature pages hereto (the “Original Guarantors”) or from time to time party hereto by execution of a joinder agreement (the “Additional Guarantors”, and together with the Original Guarantors, the “Guarantors”), as grantors, pledgors, assignors and debtors (the Borrower, together with the Guarantors, in such capacities and together with any successors in such capacities, the “Grantors”, and each, a “Grantor”), in favor of MINNESOTA BANK & TRUST, a Minnesota state banking corporation (together with its successors and assigns, the “Secured Party”).

CONTINUING GUARANTY
Continuing Guaranty • November 5th, 2019 • Air T Inc • Air courier services • Wisconsin

THIS CONTINUING GUARANTY (this “Guaranty”) is entered into as of June 24, 2019, by AIR T, INC. (the “Guarantor”) in favor of and for the benefit of OLD NATIONAL BANK (the “Lender”).

AMENDED AND RESTATED PROMISSORY NOTE TERM NOTE G
Air T Inc • June 2nd, 2023 • Air courier services

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

Lease Agreement
Lease Agreement • November 14th, 2018 • Air T Inc • Air courier services • New York

This Lease Agreement is made as of December 27, 2017 between Contrail Aviation Support, LLC, domiciled at 435 Investment Court Verona (“Lessor”) and MTU Maintenance Lease & Services B.V., domiciled at Strawinskylaan 1639, 1077XX Amsterdam, The Netherlands (“Lessee”). It refers to and incorporates the terms of Document No 5016-01 (Master Short-Term Engine Lease Agreement, 2012) (“Master Agreement”).

GUARANTY Dated: August 31, 2021.
Air T Inc • September 7th, 2021 • Air courier services

For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and to induce MINNESOTA BANK & TRUST, a Minnesota state banking corporation (the “Lender”), at its option at any time or from time to time to make loans or extend other accommodations to or for the account of its wholly-owned subsidiary, JET YARD, LLC, an Arizona limited liability company (“Jet Yard”), the undersigned hereby absolutely and unconditionally guarantees to the Lender the full and prompt payment and performance when due, whether at maturity or earlier by reason of acceleration or otherwise, of each and every debt, liability and obligation of every type which Jet Yard may now or at any time hereafter owe to the Lender, whether such debt, liability or obligation now exists or is hereafter created or incurred, and whether it is or may be direct or indirect, due or to become due, absolute or contingent, primary or secondary, liquidated or unliquidated, or joint, several or joint a

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AGREEMENT AS TO EXPENSES AND LIABILITIES
Agreement • June 13th, 2019 • Air T Inc • Air courier services • Minnesota

AGREEMENT dated as of June 10, 2019, between Air T, Inc., a Delaware corporation (“AIR T”), and Air T Funding, a Delaware statutory trust (the “Trust”).

AIRCRAFT SECURITY AGREEMENT
Aircraft Security Agreement • December 26th, 2019 • Air T Inc • Air courier services • Wisconsin

This Aircraft Security Agreement (“Agreement”) is entered into as of December 19, 2019 by and between CONTRAIL AVIATION LEASING, LLC, CONTRAIL AVIATION LEASING IRELAND DAC, CRO No. 662616 (“Grantor") and CONTRAIL AVIATION SUPPORT, LLC (collectively, “Borrower”); and OLD NATIONAL BANK ("Lender").

JOINDER TO SECURITY AGREEMENT
Joinder to Security Agreement • June 25th, 2021 • Air T Inc • Air courier services • Minnesota

This JOINDER TO SECURITY AGREEMENT ("Joinder Agreement"), dated as of June 23, 2021 is made by JET YARD SOLUTIONS, LLC, an Arizona limited liability company, with its chief executive office at 25233 E Pinal Airpark Road, #101, Marana, AZ, 85653 (the "Joining Grantor"), and delivered to MINNESOTA BANK & TRUST, a Minnesota state banking corporation (the “Lender”), under that certain Amended and Restated Security Agreement (as amended, amended and restated, supplemented or otherwise modified from time to time, the "Security Agreement"; capitalized terms used but not otherwise defined herein shall have the meanings assigned to such terms in the Security Agreement), dated as of March 28, 2019, executed by certain Subsidiaries of AIR T, INC., a Delaware corporation (the “Borrower”), in favor of the Lender.

STANDSTILL AGREEMENT
Standstill Agreement • November 12th, 2014 • Air T Inc • Air courier services • Minnesota

This Standstill Agreement, dated as of November 8, 2014 (this “Agreement”), is entered into by and among Insignia Systems, Inc., a Minnesota corporation (the “Company”), and Nicholas J. Swenson, an individual resident of Minnesota (“Swenson”), Air T, Inc., a Delaware corporation (“Air T”), Groveland Capital LLC, a Delaware limited liability company (“Groveland Capital”), and Groveland Hedged Credit Fund LLC, a Delaware limited liability company (“Groveland Fund”). Swenson, Air T, Groveland Capital, and Groveland Fund are collectively referred to herein as the “Shareholder Group.”

AIR T, INC.
Air T Inc • November 20th, 2018 • Air courier services

Air T, Inc., a Delaware corporation (the “Company”, which term includes any successor corporation under the Indenture hereinafter referred to), for value received, hereby promises to pay to Delaware Trust Company, as Property Trustee, or registered assigns, the principal sum of [___________ (________)] on [__________, 2048], which date may be shortened as provided in the Indenture (such date, as it may be shortened, the “Stated Maturity”), and to pay interest on said principal sum from the most recent interest payment date (each such date, an “Interest Payment Date”) to which interest has been paid or duly provided for, quarterly (subject to deferral as set forth herein) in arrears on the 15th day of February, May, August, and November in each year commencing on the first such payment date that is at least 90 days after the Issuance Date at the rate of 8.0% per annum, until the principal hereof shall have become due and payable, and on any overdue principal and (without duplication and

PROMISSORY NOTE TERM NOTE C
Air T Inc • November 5th, 2019 • Air courier services

FOR VALUE RECEIVED, the undersigned CONTRAIL AVIATION SUPPORT, LLC (“Support”) and CONTRAIL AVIATION LEASING, LLC (“Leasing”, and together with Support, each a “Borrower,” and collectively, the “Borrowers”), jointly and severally, promise to pay to the order of OLD NATIONAL BANK (the “Lender”) the principal sum of Thirteen Million Five Hundred Ninety‑Four Dollars ($13,000,594.00), together with interest thereon as hereinafter provided.

Contract
Air T Inc • August 1st, 2019 • Air courier services

CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED.

PURCHASE AGREEMENT dated as of May 12, 2017 between China Airlines Ltd as Seller, and Contrail Aviation Support, LLC as Buyer
Purchase Agreement • November 14th, 2018 • Air T Inc • Air courier services

THIS PURCHASE AGREEMENT, dated as of, 2017 (this “Agreement”), is entered into between CHINA AIRLINES LTD, a legal entity organized under the laws of Taiwan, Republic of China (the “Seller”), and Contrail Aviation Support, LLC, a legal entity organized under the laws of in (the “Buyer”).

BILL OF SALE
Air T Inc • March 7th, 2022 • Air courier services

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

BUYER GUARANTEE (MSN 30241)
Air T Inc • August 1st, 2019 • Air courier services
PURCHASE AGREEMENT dated as of October 9th, 2017 between CONTRAIL AVIATION SUPPORT, LLC as Seller, and AIRCO 1, LLC as Buyer
Purchase Agreement • November 14th, 2018 • Air T Inc • Air courier services

THIS PURCHASE AGREEMENT, dated as of October , 2017 (this “Agreement”), is entered into between CONTRAIL AVIATION SUPPORT, LLC, a Wisconsin limited liability company (the “Seller”), and AirCo 1, LLC a Company organized under the laws of Delaware (the “Buyer”).

WARRANTY BILL OF SALE
Warranty Bill of Sale • February 7th, 2020 • Air T Inc • Air courier services

This Warranty Bill of Sale is delivered pursuant to the Engine Sale and Purchase Agreement, dated as of January 27, 2020 (the “Purchase Agreement”), between Seller and Buyer.

EXECUTION VERSION 1894311.v9 MAIN STREET PRIORITY LOAN FACILITY TERM LOAN AGREEMENT DATED AS OF DECEMBER 11, 2020 BY AND BETWEEN AIRCO 1, LLC AND PARK STATE BANK
Term Loan Agreement • December 23rd, 2020 • Air T Inc • Air courier services • Minnesota
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