PROMISSORY NOTE

PROMISSORY NOTE
 

Payment. For value received, Borrower promises to pay to the order of Century Bank (the “Bank”), in lawful money of the United States of America, at its office indicated above or wherever else Bank may specify, the sum of Five Million Two Hundred Thousand Dollars ($5,200,000.00) on the terms provided in this promissory note (including all renewals, extensions or modifications hereof, this “Note”) on or before the 120th day from the date of this Note.   Security. Borrower has granted Bank a security interest in the Collateral described in the Aircraft Mortgage, Collateral Assignment and Security Agreement dated of even date herewith (the “Security Agreement”; capitalized terms used herein and not otherwise defined herein shall have the meaning provided thereto in the Security Agreement).   Borrowing Fees. Borrower will pay the following fees for the loan:  (1) $75,000.00 on the date of this Note and (2) $75,000.00 on the 9th day of each month thereafter until repayment of the principal in full.  There will be no reduction in or reimbursement for the fee for repayment of the principal in full prior to the next payment date. Borrower will also pay a fee of $52,000.00 at the time of repayment in full of the principal amount of this Note, constituting a fee of 1% of the principal. If repayment is made in full within 90 days after the date hereof, this fee will be reduced to $26,000, constituting a fee of 0.5% of the principal.   Fee Computation. Fees shall be computed on the basis of the actual number of days within the period in which the principal balance has been outstanding and on the basis of a year consisting of 365 days.   Repayment Terms. The principal amount shall be repaid 120 days from the date of this Note, and all outstanding and unpaid fees thereon will be paid at that time.  Upon the each sale of each 1/16 fractional interest in the Collateral, Borrower will repay $325,000.00 of the principal amount of this Note.  The repayment will be increased proportionately upon the sale of an interest larger than 1/16.   Prepayment. Borrower may pay without penalty all or a portion of the amount owed earlier than it is due. Early payments will not, unless agreed to by Bank in writing, relieve Borrower of Borrower’s obligation to continue to make payments under the payment schedule. Rather, early payments will reduce the principal balance due and may result in Borrower’s making fewer payments. Borrower agrees not to send Bank payments marked “paid in full”, “without recourse”, or similar language. If Borrower sends such a payment, Bank may accept it without losing any of Bank’s rights under this Note, and Borrower will remain obligated to pay any PROMISSORY NOTE further amount owed to Bank. All written communications concerning disputed amounts, including any check or other payment instrument that indicates that the payment constitutes “payment in full” of the amount owed or that is tendered with other conditions or limitations or as full satisfaction of the disputed amount must be mailed or delivered to: Century Bank, FSB; 1680 Fruitville Road; Sarasota, FL 34236.      

    Application of Payments.  Monies received by Bank from any source for application toward payment of the obligations under this note (the “Obligations”) shall be applied to fees that are due and payable and then to principal. If a Default occurs, monies may be applied to the Obligations in any manner or order deemed appropriate by Bank.  If any payment received by Bank under this Note or other Loan Documents is rescinded, avoided or for any reason returned by Bank because of any adverse claim or threatened action, the returned payment shall remain payable as an obligation of all persons liable under this Note or other Loan Documents as though such payment had not been made.   Late Charge. Should Borrower fail to pay any payment under this note or any other sum required to be paid Bank within ten (10) days after the due date thereof, Borrower shall pay a late payment charge equal to five percent (5.0%) of the delinquent payment. Acceptance by Bank of any late payment without an accompanying late charge shall not be deemed a waiver of Bank’s right to collect such late charge or to collect a late charge for any subsequent late payment received.   Attorneys’ Fees and Other Collection Costs. If Bank must sue Borrower, or defend any action, suit, claim, or arbitration filed by Borrower, Borrower shall pay all of Bank’s reasonable attorneys’ fees and costs if Bank is a prevailing party. Attorneys’ fees and costs shall include, but not be limited to, arbitration and litigation fees and expenses, paralegal fees, the fees and costs associated with enforcing a judgment or filing or defending appeals, and expenses incurred to enforce or collect any of the Obligations, whether incurred without the commencement of a suit, in any trial, arbitration, or administrative proceeding, or in any appellate or bankruptcy proceeding.   Usury. Regardless of any other provision of this Note or other Loan Documents, if for any reason the effective interest should exceed the maximum lawful rate of interest, the effective interest rate shall be deemed reduced to, and shall be, such maximum lawful interest rate, and (i) the amount which would be excessive interest shall be deemed applied to the reduction of the principal balance of this Note and not to the payment of interest, and (ii) if the loan evidenced by this Note has been or is thereby paid in full, the excess shall be returned to the party paying same, such application to the principal balance of this Note or the refunding of excess to be complete settlement and acquittance thereof.   Default. Each of the following shall constitute an event of default (“Event of Default”) under  this Note:   Payment Default. Borrower fails to make any payment when due under this Note.   Other Defaults. Borrower fails to comply with or to perform any other term, obligation, covenant or condition contained in this Note or in any of the Loan Documents or to comply with or to perform any term, obligation, covenant or condition contained in any other agreement between Bank and Borrower. Any affiliate of Borrower, including, without limitation, Borrower’s affiliate Aircraft Support, LLC, fai