Common use of I T A L S Clause in Contracts

I T A L S. A. Mortgagee is the proposed beneficiary under that certain Indemnity Deed of Trust and Security Agreement (the “Mortgage”), to be delivered from Landlord, to Mortgagee, encumbering a parcel or parcels of land and the improvements now existing or hereafter erected thereon (the “Mortgaged Premises”) in the State of Maryland which Mortgaged Premises is more particularly described in Exhibit A attached hereto and made a part hereof by reference. B. Landlord and Tenant have previously entered into a certain Lease Agreement (the “Lease”) dated whereby Landlord has demised to Tenant certain space (the “Demised Premises”) in the Mortgaged Premises as further described in the Lease. C. As a condition precedent to the loan (the “Loan”) from Mortgagee to The Thirteen Eleven Corporation, a Maryland corporation (the proceeds of which Loan will be reloaned by Borrower to Landlord), Landlord will conditionally assign to Mortgagee, on the date of closing of the Loan, by a certain Assignment of Leases and Rents (the “Lease Assignment”), all of Landlord’s interest in the Lease and all rents, rentals, fees, profits, payments and other sums of money now or hereafter arising therefrom. D. Tenant and Mortgagee desire to confirm certain agreements and understandings with respect to the Lease.

I T A L S. A. Mortgagee is the proposed beneficiary under Senior Creditors and Resonant Inc. (“Debtor”) have entered into that certain Indemnity Deed Securities Purchase Agreement, dated as of Trust the date hereof (as amended, modified and supplemented from time to time, the “Securities Purchase Agreement”) and one or more Senior Secured Convertible Notes (such notes in favor of the Senior Creditor listed thereon as a holder, collectively, referred to herein as the “Notes”), pursuant to which the Senior Creditors have agreed to extend certain financial accommodations to Debtor. B. As security for the prompt payment and performance of the Senior Creditor Indebtedness (as hereinafter defined), Debtor has granted the Senior Creditors a first lien security interest in the Collateral (as hereinafter defined) pursuant to that certain Security Agreement between the Debtor and the Senior Creditors dated as of the date hereof (the “MortgageSenior Creditor Security Agreement”). C. Debtor made and delivered to Subordinated Creditor that certain Subordinated Secured Convertible Note, dated as of the date hereof, in the original principal amount of $2,400,000 (the “Subordinated Creditor Note”), pursuant to be delivered from Landlordwhich Subordinated Creditor extended certain financial accommodations to Debtor. D. As security for the prompt payment and performance of the Subordinated Creditor Indebtedness (as hereinafter defined), Debtor has granted the Subordinated Creditor a first lien security interest in the Collateral pursuant to Mortgagee, encumbering a parcel or parcels of land that certain Security Agreement between the Debtor and the improvements now existing or hereafter erected thereon Subordinated Creditor dated as of the date hereof (the “Mortgaged PremisesSubordinated Creditor Security Agreement”) ). E. Each of the Senior Creditors and the Subordinated Creditor wish to agree as to their respective rights to repayment by, and liens upon and security interests in the State of Maryland which Mortgaged Premises is more particularly described in Exhibit A attached hereto assets of, Debtor, and made a part hereof by referenceas to certain other rights, priorities, and interests as between the Senior Creditors and Subordinated Creditor. B. Landlord and Tenant have previously entered into a certain Lease Agreement (the “Lease”) dated whereby Landlord has demised to Tenant certain space (the “Demised Premises”) in the Mortgaged Premises as further described in the Lease. C. As a condition precedent to the loan (the “Loan”) from Mortgagee to The Thirteen Eleven Corporation, a Maryland corporation (the proceeds of which Loan will be reloaned by Borrower to Landlord), Landlord will conditionally assign to Mortgagee, on the date of closing of the Loan, by a certain Assignment of Leases and Rents (the “Lease Assignment”), all of Landlord’s interest in the Lease and all rents, rentals, fees, profits, payments and other sums of money now or hereafter arising therefrom. D. Tenant and Mortgagee desire to confirm certain agreements and understandings with respect to the Lease.

I T A L S. A. Mortgagee The Shipowner is the proposed beneficiary under sole owner of 100% of the following Vanuatu flag vessel: which vessel has been duly documented in the name of the Shipowner in accordance with the laws of the Republic of Vanuatu (the “Vessel”). B. Hercules Offshore, LLC, a Delaware limited liability company (the “Borrower”), has entered into that certain Indemnity Deed Credit Agreement dated as of Trust June 29, 2005 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among the Borrower, the Mortgagee and Security the Lenders, a copy of which is attached hereto as Exhibit A and incorporated herein by reference, providing for the making of the Loans to the Borrower, all as contemplated therein. C. The Shipowner is a wholly-owned subsidiary of the Borrower, and the Shipowner will derive substantial benefits from the making of the Loans to the Borrower. D. It is a condition precedent to the obligation of the Lenders to make the Loans to the Borrower under the Credit Agreement that the Shipowner shall have executed and delivered this Mortgage to the Mortgagee. E. Pursuant to the Credit Agreement, the Mortgagee has agreed to act as Administrative Agent on behalf of the Lenders with respect to this Mortgage. F. The Shipowner has heretofore agreed to execute and deliver this First Preferred Ship Mortgage (the “Mortgage”) on the Vessel to secure, inter alia, the Borrower’s indebtedness pursuant to the Credit Agreement in the original principal amount of USD 190,000,000 and interest thereon and premium, if any, and all other amounts payable hereunder and under the other Loan Documents and the Secured Swap Agreements and to secure the full and punctual performance and observance of all agreements, covenants and conditions contained herein and contained in the Credit Agreement, the Notes and the other Loan Documents. The formula for the calculation of interest, premium and the terms of their payment together with the terms of the repayment and prepayment of principal, as well as certain agreements, covenants and conditions, are provided in the Credit Agreement. In consideration of the premises and the additional covenants herein contained and for other good and valuable consideration, the receipt and accuracy of which are hereby acknowledged, and for the purpose of securing as a priority in favor of the Mortgagee, for the benefit of the Lenders, the due and punctual payment and performance of the Obligations (as defined below), the Shipowner has granted, conveyed, mortgaged, pledged, confirmed, assigned, transferred and set over and by these presents does grant, convey, mortgage, pledge, confirm, assign, transfer and set over, unto the Mortgagee, for the benefit of the Lenders, and its successors and assigns, the whole 100% of the above mentioned Vessel owned by the Shipowner, including, without limitation, all of the boilers, engines, machinery, masts, spars, boats, anchors, cables, chains, rigging, tackle, capstans, outfit, tools, pumps and pumping equipment, apparel, furniture equipment, drilling equipment, drill pipes, drilling masts, rotary tables, substructures, draw work, drill bits, blowout prevention equipment, collars, racking, housing, spare parts and supporting inventory, vehicles and living quarters (excluding equipment aboard the Vessel which is not owned by the Shipowner) and all other appurtenances to said Vessel appertaining or belonging, whether now owned or hereafter acquired, whether on board or not, and also any and all additions, improvements and replacements in general effected subsequently on or to the Vessel, or any part thereof, or appurtenance thereto; TO HAVE AND TO HOLD all and singular the above mortgaged and described property unto the Mortgagee and its successors and assigns, to its and to its successors’ and assigns’ own use, benefit and behoof forever; PROVIDED, HOWEVER, and these presents are upon the condition, if the Shipowner or the other Obligors (as defined below) or their successors or assigns shall pay or cause to be delivered from Landlord, paid to Mortgagee, encumbering a parcel or parcels of land the Mortgagee and the improvements Lenders the Obligations (as defined below), as and when the same shall become due and payable in accordance with the terms of the Credit Agreement, the other Loan Documents and this Mortgage, and shall duly perform the agreements, covenants and conditions herein and in the Credit Agreement and other Loan Documents, then this Mortgage and the rights hereby granted shall cease and be void, otherwise to remain in full force and effect. This Mortgage secures and enforces the following (collectively, the “Obligations”, it being acknowledged and agreed that the “Obligations” shall include extensions of credit and amounts owing of the types described below, whether outstanding on the date hereof or extended or owing from time to time after the date hereof): (a) all indebtedness, liabilities, obligations and undertakings of every kind or description of the Shipowner, the Borrower and its Subsidiaries (collectively, the “Obligors”), (including, without limitation, all Indebtedness) to the Administrative Agent, the Lenders, or any Secured Swap Provider, arising out of or outstanding or owing under, advanced or issued pursuant to, or evidenced by, the Credit Agreement, the Notes and each other Loan Document to which any of them is a party or the Secured Swap Agreements to which any Secured Swap Provider is a party, including, without limitation, the unpaid principal of and interest and premium on the Loans and all other obligations and liabilities of the Obligors (including, without limitation, interest accruing at the then applicable rate provided in the Credit Agreement after the maturity of the Loans and interest accruing after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding, relating to any Obligor, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding), whether direct or indirect, absolute or contingent, due or to become due, or now existing or hereafter erected thereon incurred, arising out of or outstanding under, advanced or issued pursuant to, or evidenced by, the Credit Agreement, the Notes, any other Loan Document or any Secured Swap Agreement, and whether on account of principal, interest, premium, reimbursement obligations, amounts owing upon liquidation, acceleration of obligations under, or termination (the “Mortgaged Premises”including early termination) in the State of Maryland which Mortgaged Premises is more particularly described in Exhibit A attached hereto and made a part hereof by reference. B. Landlord and Tenant have previously entered into a certain Lease Agreement (the “Lease”) dated whereby Landlord has demised to Tenant certain space (the “Demised Premises”) in the Mortgaged Premises as further described in the Lease. C. As a condition precedent to the loan (the “Loan”) from Mortgagee to The Thirteen Eleven Corporation, a Maryland corporation (the proceeds of which Loan will be reloaned by Borrower to Landlord), Landlord will conditionally assign to Mortgagee, on the date of closing of the Loan, by a certain Assignment of Leases and Rents (the “Lease Assignment”), all of Landlord’s interest in the Lease and all rents, rentalsany Secured Swap Agreement, fees, profitsindemnities, payments costs, expenses or otherwise (including, without limitation, all costs, fees and disbursements of counsel to the Mortgagor or any Agent, Lender or Secured Swap Provider that are required to be paid by the Obligors pursuant to the terms of the Credit Agreement, the Notes, any other Loan Document or any Secured Swap Agreement); (b) the prompt and complete payment when due of any and all additional loans or advances made by the Lenders to or for the benefit of the Borrower or any other Obligor pursuant to the Credit Agreement or any other Loan Document (it being contemplated that the Lenders may lend additional sums to the Obligors pursuant to the Credit Agreement or the other Loan Documents from time to time, but shall not be obligated to do so except as expressly set forth in the Credit Agreement or such other Loan Document, and the Shipowner and the Mortgagee agree that the payment of any such additional loans shall be secured by this Mortgage); (c) the prompt and complete payment when due of any and all sums which may be advanced or paid by the Mortgagee or the Lenders under the terms hereof or of the Credit Agreement or other Loan Documents on account of the failure of the Shipowner to comply with the covenants of the Shipowner contained herein, or the failure of the Shipowner or any other Obligor to comply with the covenants of the Shipowner or any other Obligor contained in the Credit Agreement or any other Loan Documents; and all other indebtedness of the Shipowner arising pursuant to the provisions of this Mortgage, including penalties, indemnities, legal and other sums fees, charges and expenses, and amounts advanced by and expenses incurred in order to preserve any collateral or security interest, whether due after acceleration or otherwise; (d) the timely and complete performance of money now or hereafter arising therefrom. D. Tenant all agreements, covenants and Mortgagee desire to confirm certain agreements conditions contained in this Mortgage, the Credit Agreement, the Notes and understandings with respect to the Lease.other Loan Documents; and

I T A L S. A. Mortgagee is the proposed beneficiary under Landlord and Tenant are parties to that certain Indemnity Deed of Trust Lease Agreement, dated July 11, 2000 (“Original 951 Lease”) pursuant to which Landlord agreed to lease to Tenant, and Security Agreement (the “Mortgage”), Tenant agreed to be delivered lease from Landlord, the Premises which was contemplated to Mortgagee, encumbering be comprised of a parcel or parcels of land and 50,000 square foot building to be constructed on the improvements now existing or hereafter erected thereon (the “Mortgaged Premises”) in the State of Maryland which Mortgaged Premises is more particularly described in Exhibit A attached hereto and made a part hereof by referenceProject. B. Tenant has requested that Landlord construct a larger Premises consisting of an approximately 60,000 square foot building. C. Landlord and Tenant have previously entered into a certain now wish to amend and restate the Original 951 Lease to accommodate Tenant’s request for an enlarged Premises, to make corresponding adjustments to the Tenant Improvement Allowance and Rent and to amend other matters as set forth herein. The defined terms used in this Amended and Restated Lease Agreement which are defined in the Basic Lease Information attached to this Amended and Restated Lease Agreement (“Basic Lease Information”) shall have the meaning and definition given them in the Basic Lease Information. The Basic Lease Information, the exhibits, the addendum or addenda described in the Basic Lease Information, and this Amended and Restated Lease Agreement are and shall be construed as a single instrument and are referred to herein as the “Lease”) dated whereby . O P E R A T I V E P R O V I S I O N S 1. AMENDMENT, RESTATEMENT, SUPERSESSION AND DEMISE This Lease shall amend and restate the Original 951 Lease in its entirety and shall supersede all provisions thereof. Landlord has demised and Tenant hereby acknowledge and agree that from and after the date of this Lease, the Original 951 Lease is hereby null, void and of no further force or affect. In consideration for the rents and all other charges and payments payable by Tenant, and for the agreements, terms and conditions to be performed by Tenant certain space in this Lease, LANDLORD DOES HEREBY LEASE TO TENANT, AND TENANT DOES HEREBY HIRE AND TAKE FROM LANDLORD, the Premises described below (the “Demised Premises”) in the Mortgaged Premises as further described in the Lease. C. As a condition precedent to the loan (the “Loan”) from Mortgagee to The Thirteen Eleven Corporation, a Maryland corporation (the proceeds of which Loan will be reloaned by Borrower to Landlord), Landlord will conditionally assign to Mortgagee, on the date of closing of the Loan, by a certain Assignment of Leases and Rents (the “Lease Assignment”), all upon the agreements, terms and conditions of Landlord’s interest in this Lease for the Lease and all rents, rentals, fees, profits, payments and other sums of money now or hereafter arising therefromTerm hereinafter stated. D. Tenant and Mortgagee desire to confirm certain agreements and understandings with respect to the Lease.

I T A L S. A. Mortgagee 1. Reference is hereby made to that certain Credit Agreement dated of even date herewith, executed by Borrower, Secured Party, as Administrative Agent, the Documentation Agent defined therein, the Issuing Bank defined therein, and the Lenders defined therein (as modified, amended, renewed, extended, restated, or supplemented from time to time, the "CREDIT AGREEMENT"), pursuant to which Lenders have made certain Commitments, subject to the terms and conditions set forth in the Credit Agreement, to make Loans to Borrower. 2. Capitalized terms used herein shall, unless otherwise indicated, have the respective meanings set forth in the Credit Agreement. 3. Pursuant to the Credit Agreement, each Pledgor has executed that certain Guaranty Agreement dated of even date herewith in favor of the Credit Parties (as modified, amended, renewed, extended, restated, or supplemented from time to time, the "GUARANTY"), pursuant to which each Pledgor has guaranteed the prompt payment and performance when due of all obligations of Borrower under the Credit Agreement. 4. Each Pledgor (a) is the proposed beneficiary under that certain Indemnity Deed legal and beneficial owner of Trust and Security Agreement (i) the shares of common stock (par value $0.01 per share) (the “Mortgage”), to be delivered from Landlord, to Mortgagee, encumbering a parcel or parcels "PLEDGED SHARES") listed across such Pledgor's name in PART A of land and the improvements now existing or hereafter erected thereon (the “Mortgaged Premises”) in the State of Maryland which Mortgaged Premises is more particularly described in Exhibit A SCHEDULE 2 attached hereto and made a part hereof issued by referencethe corporations named therein, (ii) the partnership interests in limited partnerships or general partnerships, as the case may be, and membership interests in limited liability companies, if any, listed across such Pledgor's name in PART B of SCHEDULE 2 attached hereto (collectively, the "PLEDGED INTERESTS"), and (iii) the intercompany indebtedness (collectively the "PLEDGED DEBT") described in PART C of said SCHEDULE 2 and issued by the obligors named therein, or (b) may in the future become the owner of Pledged Shares, Pledged Interests, Pledged Debt, and/or other Collateral (defined below). B. Landlord and Tenant have previously entered into a certain Lease Agreement (the “Lease”) dated whereby Landlord has demised to Tenant certain space (the “Demised Premises”) in the Mortgaged Premises as further described in the Lease. C. As 5. It is a condition precedent to the loan (the “Loan”) from Mortgagee to The Thirteen Eleven Corporation, a Maryland corporation (the proceeds of which Loan will be reloaned by Borrower to Landlord), Landlord will conditionally assign to Mortgagee, on the date of closing making of the Loan, Loans by a certain Assignment of Leases Lenders under the Credit Agreement that Pledgors shall have granted the security interests and Rents (undertaken the “Lease Assignment”), all of Landlord’s interest in the Lease and all rents, rentals, fees, profits, payments and other sums of money now or hereafter arising therefromobligations contemplated by this Agreement. D. Tenant and Mortgagee desire to confirm certain agreements and understandings with respect to the Lease.

I T A L S. A. Mortgagee is the proposed beneficiary under that certain Indemnity Deed of Trust and Security Agreement (the “Mortgage”), to be delivered from Landlord, to Mortgagee, encumbering a parcel or parcels of land and the improvements now existing or hereafter erected thereon (the “Mortgaged Premises”) in the State of Maryland which Mortgaged Premises is more particularly described in Exhibit A attached hereto and made a part hereof by reference. B. Landlord and Tenant have previously entered into a that one certain Office Building Lease Agreement dated March 16, 2004 (the “Lease”), consisting of Basic Lease Information, Office Building Lease Agreement, and Exhibits) dated whereby providing for Tenant’s rental from Landlord has demised of that certain 66,370 square foot area (“Initial Premises”) therein more fully described and depicted and further providing Tenant additional rights and obligations with respect to Tenant certain space other portions of Landlord’s office building located at ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ (the “Demised PremisesBuilding”) ). By First Amendment dated April 26, 2004, Landlord and Tenant amended the Lease in certain respects as therein more fully described and the Mortgaged Lease continues in effect and without further amendment; Tenant has completed the first three expansions of the Initial Premises as further described in Exhibit F to the Lease so that Tenant now occupies and pays rent on all of Building Part C, being a total of about 123,354 square feet of space, which area includes the computer room previously under license to Tenant, but for which Tenant is now paying Rent and Additional Expenses, except that Tenant’s license, free of rent or other payment, of the first floor entry vestibule continues in effect and shall continue in effect throughout the Term of the Lease and any renewal or extension thereof. Tenant has advised Landlord that it will need to expand its area of occupancy of the Building at a more rapid rate than contemplated by the Lease and the parties have agreed that the order of Tenant’s expansion of Premises should be different than as contemplated by the Lease; Landlord has caused MDI, Inc. (“MDI”), the tenant of Building Part B-2 and a portion of Building Part B-1, to agree to an early termination of its lease effective on or before December 15, 2006, to assist Tenant in its accelerated need for expansion space and Landlord is willing to cooperate with Tenant to permit Tenant’s expansion into Building Part B-2 and into Building Part-A earlier than as provided in the Lease. C. As ; Landlord has obtained from CareNet, tenant of a condition precedent portion of Building Part A and with expansion rights to the loan (remainder of Building Part A, an agreement to waive its expansion rights in Building Part A to permit Rackspace to immediately occupy a portion of Building Part A and to agree to an early termination of lease to permit Rackspace to expand into the “Loan”) from Mortgagee CareNet leased area of Building Part A earlier than as provided in the Lease; Landlord and Tenant have resolved other issues incident to The Thirteen Eleven Corporation, a Maryland corporation (the proceeds of which Loan will be reloaned by Borrower to Landlord), Landlord will conditionally assign to Mortgagee, on the date of closing maintenance of the LoanLeased Premises, by including Tenant’s agreement to be responsible for its janitorial service with a certain Assignment of Leases commensurate reduction in Base Rent and Rents (the “Lease Assignment”), all of Landlord’s interest in agreement to contract for landscape services subject to the approval of Tenant. The parties believe they have agreed on all matters of amendment to the Lease and all rents, rentals, fees, profits, payments and other sums of money now or hereafter arising therefrom. D. Tenant and Mortgagee desire to confirm certain agreements memorialize their agreement through this Amendment; Accordingly, in consideration of the foregoing and understandings with respect of the mutual covenants herein contained, the parties agree to amend the Lease., as previously amended, in the following particulars;

I T A L S. A. Mortgagee is the proposed beneficiary under that certain Indemnity Deed The Revolving Borrower has entered into a Credit Agreement, dated as of June 30, 1994, as amended and restated as of September 29, 1994 and as amended and restated as of October 4, 1995, with Bank of America National Trust and Security Agreement Savings Association, as the Administrative Co-Agent and Collateral Co-Agent and certain of the Lenders (the “Mortgage”"ORIGINAL CREDIT AGREEMENT"). B. The Revolving Borrower is engaged directly and through its various Subsidiaries in the Existing Lines of Business (as defined herein). C. The Revolving Borrower and/or its Subsidiaries may from time to time make Approved Acquisitions (as defined herein). D. Under the Original Credit Agreement, the Revolving Borrower has obtained commitments from the Lenders which are parties thereto pursuant to which (a) Revolving Loans will be made to the Revolving Borrower from time to time prior to the Commitment Termination Date; and (b) Letters of Credit will be issued by an Issuer for the account of the Revolving Borrower and under the several responsibilities of the Lenders from time to time prior to the Commitment Termination Date. E. In connection with the acquisition of all the issued and outstanding capital stock of the Term Borrower, the Revolving Borrower has requested the Co- Agents and the Lenders to amend and restate the Original Credit Agreement to provide, among other things, for: (a) Term Loans to be made to the Term Borrower; (b) The Revolving Borrower to guaranty such Term Loans; (c) The Term Borrower to incur Indebtedness in an amount up to U.S. $20,000,000 or its Dollar Equivalent (as defined herein) pursuant to a Qualified Working Capital Facility (as defined herein) and to pledge its assets to secure such Indebtedness; and (d) Such other changes, all on the terms and conditions set forth herein. F. The Lenders are willing, on the terms and subject to the conditions hereinafter set forth (including ARTICLE VI), to be delivered from Landlord, to Mortgagee, encumbering a parcel or parcels of land so amend and restate the improvements now existing or hereafter erected thereon (the “Mortgaged Premises”) in the State of Maryland which Mortgaged Premises is more particularly described in Exhibit A attached hereto and made a part hereof by referenceOriginal Credit Agreement. B. Landlord G. The proceeds of Revolving Loans and Tenant Letters of Credit have previously entered into a certain Lease Agreement been and will be used to finance Approved Acquisitions (as defined herein) and for general corporate purposes of the “Lease”) dated whereby Landlord has demised to Tenant certain space (the “Demised Premises”) in the Mortgaged Premises as further described in the Lease. C. As a condition precedent to the loan (the “Loan”) from Mortgagee to The Thirteen Eleven Corporation, a Maryland corporation (Revolving Borrower other than Restricted Payments and the proceeds of which Loan Term Loans will be reloaned by used to refinance Indebtedness of the Term Borrower to Landlord), Landlord will conditionally assign to Mortgagee, on the date Revolving Borrower incurred in connection with the acquisition by the Revolving Borrower of closing all the issued and outstanding stock of the Loan, by a certain Assignment of Leases and Rents (the “Lease Assignment”), all of Landlord’s interest in the Lease and all rents, rentals, fees, profits, payments and other sums of money now or hereafter arising therefromTerm Borrower. D. Tenant and Mortgagee desire to confirm certain agreements and understandings with respect to the Lease.

I T A L S. A. Mortgagee Seller is the proposed beneficiary under that owner and holder of a certain Indemnity Deed lease of Trust real property and Security improvements, including without limitation, an aircraft hangar, located on the promises of Dallas/Fort Worth International Airport, bearing D/FW Airport Lease No. 23555 and known generally as 1515 ▇. ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇/▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇. ▇uch lease, together with all amendments and supplements thereto is hereafter referred to as the "Lease." A true copy of the Lease is attached to this Agreement as Exhibit "A" and incorporated herein by reference for all purposes. A legal description of the leased land is attached hereto as Exhibit "B" and incorporated herein by reference for all purposes. The leased land and all improvements and fixtures located thereon are hereafter referred to as the "Leased Property." B. Buyer is the current Sublessee of the Leased Property (the “Mortgage”)"Sublease") and has been in possession of such Property since March 1, 1993, and has all knowledge of the condition of the Leased Property, including without limitation, the building and all fixtures attached thereto, that it deems necessary to be delivered from Landlord, to Mortgagee, encumbering a parcel or parcels make this Agreement. A true copy of land and the improvements now existing or hereafter erected thereon (the “Mortgaged Premises”) in the State of Maryland which Mortgaged Premises Sublease is more particularly described in Exhibit A attached hereto as Exhibit "C" and made a part hereof incorporated herein by reference. B. Landlord C. Buyer desires to purchase and Tenant acquire all of Seller's right, title and interest in the Leased Property, and Seller desires to sell, assign and convey to Buyer all of Seller's right, title and interest to the Leased Property, all on the following terms and conditions: 1. Subject to the approval of the Dallas/Fort Worth Airport Board, Seller hereby sells, assigns, transfers and conveys to Buyer, and Buyer hereby accepts from Seller, effective the date of Closing, all of Seller's right, title and interest in and to the Lease, and the Leased Property, including without limitation, all improvements, fixtures and personal property located thereon owned by Seller, subject to the terms and conditions herein set forth. Pending the Closing of this Agreement, AGREEMENT FOR SALE OF LEASEHOLD - PAGE 1 February 19, 1997 2 Buyer's Sublease shall continue pursuant to its terms. 2. The purchase price shall be $1,760,000 payable at Closing in cash or by wire transfer received in Seller's account on the day of Closing. 3. Except as specifically provided in paragraph 4 below, the Leased Property is being conveyed by Seller and accepted by Buyer "AS IS, WHERE IS", without warranty, express or implied, as to condition, habitability, suitability for occupancy, use or fitness for any particular purpose. 4. Seller warrants and represents to Buyer that: a. Exhibit "A" is a true copy of the Ground Lease of the land that is a part of the Leased Property, between Dallas/Fort Worth Regional Airport Board (the "Ground Lessor"), and Seller as Successor-in-Interest of Sedalia-Mars▇▇▇▇-▇▇▇nville Stage Line, Inc.; the Ground Lease is in full force and effect, and to Seller's knowledge, without default or notice of default, and without any condition known to Seller that would result in a default with the passage of time; b. Seller holds all rights and interests of Lessee of the Premises under the Lease; and has full right and authority to execute and perform this Agreement, subject only to the approvals required by the Dallas/Fort Worth Airport Board; c. There are no liens or encumbrances upon Seller's interest in the Leased Property; and d. Seller knows of no condition of the Leased Property that might violate environmental laws, except as disclosed in the Sublease. Buyer acknowledges that in or around December 31, 1993, Seller caused to be removed four underground storage tanks from the Leased land. 5. Buyer hereby agrees to indemnify and hold Seller harmless from any and all claims based on or arising out of any State or Federal environmental rule and regulation, including claims based on "hazardous substances" as defined in Section 5.03 AGREEMENT FOR SALE OF LEASEHOLD - PAGE 2 February 19, 1997 3 of Buyer's Sublease, save and except any such claim based on or arising out of the four underground storage tanks referenced in paragraph 4d above. 6. The Closing shall take place on February 1, 1997, or as soon thereafter as Buyer and Seller shall obtain the approval of the Assignment of the Lease from the Dallas/Fort Worth Airport authority. If such approval is not obtained by _____________, 1997, and prior to receipt of such approval at any time after such date either Buyer or Seller may terminate this Agreement by written notice to the other. 7. This transaction is subject to receipt by Buyer and Seller in form reasonably acceptable to them, that the Dallas/Fort Worth International Airport Board consents and agrees to the Assignment from Seller to Buyer, and will release Seller from any further obligations or liability under the Lease. In connection with such consent, Buyer and Seller agree to execute an "Agreement and Assumption of Lease" and submit it to the Dallas/Fort Worth International Airport Board for its approval, and to make such modifications thereto as shall be required by the Board and as shall be reasonably acceptable to both Buyer and Seller. The form of the proposed Agreement and Assumption of Lease is attached hereto as Exhibit "D" and incorporated herein by reference for all purposes. 8. Buyer and Seller shall each bear their own legal expenses incurred in connection with this Agreement. Buyer shall have previously entered into the right, at its sole expense, to obtain a Title Policy and/or Survey of the Leased Property. 9. Upon Closing of this Agreement, the Sublease between Buyer and Seller shall terminate, but neither the Closing of this Agreement nor the termination of the Sublease shall affect any provision of the Sublease that is, by its terms, to survive termination. 10. Seller is also the owner and holder of a certain Lease Agreement of Real Property and improvements at the D/FW International Airport bearing D/FW Airport's Lease No. _________________, and known generally as ________________________ Street, Dallas/Fort Wort▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇, ▇▇ich is currently subleased to GTE (the “"GTE Lease”) dated whereby Landlord has demised "). Seller hereby grants to Tenant certain space (AGREEMENT FOR SALE OF LEASEHOLD - PAGE 3 February 19, 1997 4 Buyer a nonassignable option to purchase and acquire the “Demised Premises”) GTE Lease on the following terms: a. The option must be exercised by notice in writing from Buyer to Seller, received by Seller within 180 days from the Mortgaged Premises as further described date of Closing of this Agreement; b. Sale must be closed with 3 months after receipt of the notice of exercise; c. The purchase price shall be $860,000 paid at Closing in the Lease. C. As a condition precedent to the loan (the “Loan”) from Mortgagee to The Thirteen Eleven Corporation, a Maryland corporation (the proceeds of which Loan will be reloaned cash or by Borrower to Landlord), Landlord will conditionally assign to Mortgagee, wire transfer received by Seller on the date of closing Closing; d. The property is sold "AS IS, WHERE IS" without warranty, express or implied; e. Seller must be released from all further liability under the Lease by the D/FW Airport Board, and the Tenant of the LoanGTE Property, if any; and f. The sale and assignment is subject to the approval of the D/FW Airport Board. 11. This Agreement may not be transferred or assigned by Buyer without the express written consent of Seller, which may be denied in Seller's sole discretion. 12. At Buyer's request, Seller has begun negotiations to acquire from Sky Chefs, Inc., an assignment of lease of a certain Assignment 20-foot strip of Leases land out of D/FW Airport Lease No. 25210, contiguous to the Eastern boundary of the Leased Property described in this Agreement for $10,000, plus expenses for relocating a fence on the property line and Rents (legal costs of preparation of the “Lease Assignment”)documents in form acceptable to D/FW Airport Board, all including the preparation of Landlord’s interest in the Lease Surveyor- prepared legal descriptions of both tracts, giving effect to such transfer. Buyer and all rentsSeller each acknowledge and agree that Seller is under no obligation to acquire such assignment, rentalsbut if he does acquire such assignment, he will transfer it to Buyer "AS IS, WHERE IS", without warranty, of any nature, express or implied, subject only to D/FW Airport Board approval, at his actual cost for such assignment, including purchase money, and related attorneys' fees, profitssurveyor legal description fees and any related costs of Sky Chefs AGREEMENT FOR SALE OF LEASEHOLD - PAGE 4 February 19, payments 1997 5 or D/FW which he pays; and other sums Buyer hereby agrees to purchase and acquire such Leasehold and land on such terms if this Agreement is closed, and to lease such property on the terms of money now or hereafter arising therefromthe Sublease, if this Agreement is not closed. D. Tenant and Mortgagee desire to confirm certain agreements and understandings 13. This Agreement together with any exhibits constitutes the entire understanding of the parties with respect to the subject matter hereof and shall not be amended or modified except by written instrument signed by all parties. All prior agreements or understandings concerning the subject matter of this Agreement are superseded hereby. 14. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors, assigns, heirs, representatives and estates, but no party may assign or delegate any of their obligations or liabilities hereunder without the prior written consent of the other party hereto. EXECUTED this 6th day of December, 1996. BUYER: KITTY HAWK, INC.: By: /s/ RICH▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ ------------------------------- Its: Vice President Address: 1515 ▇. ▇▇▇▇ ▇▇▇▇▇▇ ▇/▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ SELLER: /s/ ROBE▇▇ ▇. ▇▇▇▇▇▇▇ ----------------------------------- Robe▇▇ ▇. ▇▇▇▇▇▇▇ Address: 201 ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ AGREEMENT FOR SALE OF LEASEHOLD - PAGE 5 February 19, 1997 6 Airport Board Lease Agreement No. 23555H EXHIBIT A AGREEMENT OF LEASE Between Dallas/Fort Worth Regional Airport Board And Sedalia-Mars▇▇▇▇-▇▇▇nville Stage Line, Inc. 7 Airport Board Lease Agreement No. 23555H AGREEMENT OF LEASE State of Texas ) County of Dallas ) County of Tarrant ) This Agreement of Lease., made as of the 1st day of February, 1983 by and between Dallas/Fort Worth Regional Airport Board (hereinafter called the "Board") having an office at East Airfield Drive, Dallas/Fort Wort▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇; ▇▇d Sedalia-Mars▇▇▇▇-▇▇▇nville Stage Line, Inc. (hereinafter called the "Lessee"), a corporation of the State of Missouri, having an office and place of business at ) 1060 ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇, ▇▇idences the following:

I T A L S. A. Mortgagee is The Borrower has requested that the proposed beneficiary under that certain Indemnity Deed of Trust and Security Agreement (Lenders continue to extend credit to the “Mortgage”), to be delivered from Landlord, to Mortgagee, encumbering a parcel or parcels of land and the improvements now existing or hereafter erected thereon (the “Mortgaged Premises”) in the State of Maryland which Mortgaged Premises is more particularly described in Exhibit A attached hereto and made a part hereof by referenceBorrower. B. Landlord The Borrower, the Guarantors, the Lenders (and Tenant have previously entered into certain other financial institutions not party hereto) and the Agent are currently party to that certain Amended and Restated Credit Agreement dated as of February 25, 2002 (as amended, the "Previous Credit Agreement"). The Borrower hereby requests that certain amendments be made to the Previous Credit Agreement and, for the sake of clarity and convenience, that the Previous Credit Agreement be restated as so amended. As part of such amendments to the Previous Credit Agreement, the Borrower has requested that the Lenders refinance a certain Lease Agreement portion of the Loans thereunder (the “Lease”"Previous Loans"), extend the maturity of the credit facilities provided thereby, and make certain other changes thereto, all on and subject to the terms and conditions set forth below. This Agreement shall become effective, and shall amend and restate the Previous Credit Agreement, upon the execution of this Agreement by the Borrower, the Guarantors, the Agent and the Lenders and the satisfaction of the conditions precedent contained in Section 7 hereof; and from and after the Effective Date, (i) dated whereby Landlord has demised all references made to Tenant certain space (the “Demised Premises”) Previous Credit Agreement in the Mortgaged Premises Loan Documents or in any other instrument or document shall, without more, be deemed to refer to this Second Amended and Restated Credit Agreement and (ii) the Previous Credit Agreement shall be deemed amended and restated in its entirety hereby. C. The Lenders, upon acceptance of this Agreement in writing and satisfaction of the conditions precedent contained in Section 7 hereof, will continue to lend monies and/or make advances, extensions of credit or other financial accommodations to, on behalf of or for the benefit of the Borrower pursuant hereto, and (i) any Previous Loans which were Revolving Loans under the Previous Credit Agreement and which are not repaid on the Effective Date will automatically, and without further action on the part of the Lenders or the Borrower, become Revolving Loans under this Agreement held ratably in proportion to the several Revolving Credit Commitments of the Lenders hereunder and be evidenced by the Revolving Credit Notes issued under this Agreement, (ii) the Existing Letters of Credit issued and outstanding under the Previous Credit Agreement will automatically, and without further action on the part of the Lenders or the Borrower, become Letters of Credit under this Agreement in which the Lenders shall hold Participating Interests ratably according to their several Revolving Credit Commitments hereunder, and (iii) any portion of the Previous Loans which was evidenced by the Term Loan under the Previous Credit Agreement and is not repaid on the Effective Date will automatically, and without further action on the part of the Lenders or the Borrower, become a portion of the Term Loan under this Agreement held ratably in proportion to the several Term Loan Commitments of the Lenders hereunder and be evidenced by the Term Notes issued under this Agreement. Any Previous Loans under the Previous Credit Agreement which are repaid on the Effective Date will be paid to the holders of the Notes issued under the Previous Credit Agreement in such proportions as further shall be necessary to (x) repay in full the Previous Loans held by holders of the Notes issued under the Previous Credit Agreement which are not Lenders hereunder and (y) allow such Loans remaining outstanding hereunder to be held by the Lenders hereunder in the proportions described in the Lease. C. As a condition precedent to immediately preceding sentence; provided that, if so agreed by the loan (Borrower and the “Loan”) from Mortgagee to The Thirteen Eleven CorporationAgent, a Maryland corporation (the proceeds of which Loan will be reloaned by Borrower to Landlord), Landlord will conditionally assign to Mortgagee, Swing Loans outstanding on the date of closing of Effective Date will become Swing Loans under this Agreement and be evidenced by the Loan, by a certain Assignment of Leases and Rents (the “Lease Assignment”), all of Landlord’s interest in the Lease and all rents, rentals, fees, profits, payments and other sums of money now or hereafter arising therefromSwing Line Notes issued under this Agreement. D. Tenant and Mortgagee desire to confirm certain agreements and understandings with respect to the Lease.