MSN 3101 Acquisition LLC and Bank of Utah (not in its individual capacity but solely as owner trustee of MSN 3101 Trust) as Borrowers and The Lenders listed in Schedule 2 as Lenders and volofin Capital Management Ltd. as Arranger and volofin Holdings...

Exhibit 10.1

MSN 3101 Acquisition LLC

and

Bank of Utah (not in its individual capacity but solely as owner trustee of MSN 3101 Trust)

as Borrowers and

The Lenders listed in Schedule 2

as Lenders and

volofin Capital Management Ltd.

as Arranger and

volofin Holdings Designated Activity Company

as Agent and Security Agent

Loan Agreement

for a $14,650,000 Term Facility relating to one Airbus A320-214 aircraft with manufacturer’s serial number 3101

Execution Version

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Contents

10284207 108849737.6 i

Loan Agreement (this Agreement)

Dated 9 July 2025

Between:

Original Lenders);

It is agreed as follows:

In this Agreement:

Affiliate means, in relation to any person, a Subsidiary of that person or a Holding Company of that person or any other Subsidiary of that Holding Company;

Agent's Account means the general payment collection account of the Agent at:

Correspondent bank: Citibank New York Correspondent bank SWIFT: ▇▇▇▇▇▇▇▇

Beneficiary bank: Citibank Europe, Dublin

Beneficiary bank SWIFT: ▇▇▇▇▇▇▇▇

Final beneficiary name: GLOBALXA320

Final beneficiary account: 0033576625

Reference: GlobalX A320 Facility 2025

or such other account in the Agent's name as the Agent may notify the Borrowers in writing from time to time with not less than five (5) Business Days’ notice;

Agreed Value means, in relation to the Aircraft, such amount that is not less than 115% of the Outstanding Indebtedness or such other amount as the Agent and the Borrowers may agree;

Aircraft means the Airframe together with the Engines (whether or not any of the Engines are installed on the Airframe at any relevant time) and, where the context permits, references to the Aircraft shall (a) include the applicable

Manuals and Technical Records, and (b) mean the Aircraft in its entirety and any part of it;

Aircraft Mortgage and Security Agreement means, with respect to the Aircraft, the first ranking New York law governed mortgage and security agreement made between Borrower 2 and the Security Agent whereby Borrower 2 mortgages, assigns and/or charges to the Security Agent its right, title and interest in, among other things and where applicable, the Aircraft, the Sale Agreement (as assigned to it pursuant to the Sale Agreement Assignment Agreement) and Bills of Sale, the Lease, the benefit and proceeds of the Insurances, the benefit and proceeds of the Reinsurances, any manufacturer warranties in respect of the Aircraft and certain other property, together with all or any notices and acknowledgments required thereunder;

Airframe means:

Applicable Law means in relation to any jurisdiction, any law, regulation, treaty, directive, decision, rule, regulatory requirement, judgment, order, ordinance, request, guideline or direction or any other act of any Government Entity of such jurisdiction or of any EU Institution whether or not having the force of law and with which any Party is required to comply, or with which it would, in the normal course of its business, comply;

Appraiser means Cirium or such other appraiser selected by the Agent;

Article 55 BRRD means Article 55 of Directive 2014/59/EU establishing a framework for the recovery and resolution of credit institutions and investment firms;

Associated Person means, in relation to a company, a person who performs or has performed services for or on that company's behalf;

Authorisation means an authorisation, consent, approval, resolution, licence, exemption, filing, notarisation or registration;

Availability Period means the period from and including the date of this Agreement, to and including the earlier to occur of 18 July 2025 and the date on which the Total Commitments have been reduced to zero;

Aviation Authority means each person which is from time to time vested with the control and supervision of, or has jurisdiction over, the registration,

airworthiness and operation of aircraft or other matters relating to civil aviation in the State of Registration;

Bail-In Action means the exercise of any Write-down and Conversion Powers;

Bail-In Legislation means:

Base Rate has the meaning given to such term in clause 9.1(a);

Beneficial Interest Assignment means a collateral assignment of (among other things) all of Borrower 1’s rights and interests in and to the Trust Estate entered into or to be entered into by Borrower 1 (as beneficial owner) and the Security Agent and the consent of Borrower 2 (as owner trustee) issued thereunder;

Bill of Sale means each, any or both, as the context may require of:

Break Funding Costs means the amount (if any) by which:

exceeds:

Business Day means a day (other than a Saturday or Sunday) on which banks are open for general business in London, England, Dublin, Ireland, and New York, United States of America;

Cape Town Convention means, together, the Convention and the Protocol;

Code means the US Internal Revenue Code of 1986;

Collection Account means the Agent’s Account;

Collateral means all the security, powers, rights, title, benefits and interests (both present and future) constituted by, and conferred on the Security Agent under, the Security Documents and all moneys, property or other assets paid or transferred to or vested in the Security Agent or received or recovered by the Security Agent pursuant to, or in connection with, the Security Documents;

Commitment means:

to the extent not cancelled, reduced or transferred by it under this Agreement;

Conditions Precedent means each of the items listed in Clauses 4.1 (Initial Conditions Precedent), 4.2 (Further Conditions Precedent) and Parts 1 and 2 of Schedule 3 (Conditions Precedent);

Conditions Subsequent means each of the items listed in Clause 4.4 (Conditions Subsequent) and Part 3 of Schedule 3 (Conditions Subsequent);

Consolidated Text means the Consolidated Text of the Convention and the Protocol referred to in, and as set out in the Attachment to, Resolution No. 1 adopted by the Diplomatic Conference held at Cape Town at which the Convention and the Protocol were opened for signature;

Convention means the Convention on International Interests in Mobile Equipment opened for signature on 16 November 2001 at Cape Town, South Africa;

Damage Notification Threshold means, in respect of the Aircraft, the Damage Notification Threshold (or equivalent expression or concept) specified in the Lease;

Default means an Event of Default or any event or circumstance specified in Clause 24.1 (Events of Default) which would (with the expiry of a grace period, the giving of notice, the making of any determination under the Finance Documents or any combination of any of the foregoing) be an Event of Default;

Default Notice has the meaning set out in Clause 24.2 (Acceleration);

Deregistration Power of Attorney means, in respect of the Aircraft, any irrevocable power of attorney granted by the Lessee in favour of the Security Agent, in a form and substance satisfactory to the Security Agent, appointing the Security Agent as attorney for the purpose of (among other things) the deregistration, return, repossession and exportation of the Aircraft;

Disruption Event means either or both of:

in order for payments to be made in connection with the Facility (or otherwise in order for the transactions contemplated by the Finance Documents to be carried out) which disruption is not caused by, and is beyond the control of, any of the Parties; or

and which (in either such case) is not caused by, and is beyond the control of, the Party whose operations are disrupted;

Dollars and $ mean the lawful currency of the United States of America and, in respect of all payments to be made under this Agreement in Dollars, mean funds which are for same day settlement in the New York Clearing House lnterBank Payments System (or such other U.S. dollar funds as may at the relevant time be customary for the settlement of international banking

transactions denominated in United States dollars);

EASA means the European Aviation Safety Agency, the joint regulatory authority relating to aviation matters in the European Union or such other government or European Union entity which may replace it from time to time;

EEA Member Country means any of the member states of the European Union, Iceland, Liechtenstein, and Norway;

Engines means:

in either case, whether or not any such engine is from time to time installed on the Airframe; and

EU Bail-In Legislation Schedule means the EU Bail-In Legislation Schedule published by the Loan Market Association (or any successor person), as in effect from time to time;

EU Institution means (whether having a distinct legal personality or not) the organs of the European Union having power to issue laws, regulations, directives, decisions, regulatory requirements, judgments, orders or

directions which are binding on any Financing Party or any Obligor including, without limitation, at the date of this Agreement, the European Commission, the European Council, the European Court of Justice and the European Parliament and EASA;

Eurocontrol means the European Organisation for the Safety of Air Navigation established by the Convention relating to Co-operation for the Safety of Air Navigation (Eurocontrol) signed on 13 December 1960 as amended by the Protocol thereto signed on 12 February 1981;

Eurocontrol Letter means any letter addressed to Eurocontrol from a Lessee in favour of the Sponsor;

Event of Default means any event or circumstance specified as such in Clause 24.1 (Events of Default);

FAA means the Federal Aviation Administration of the Department of Transportation of the United States of America and any successor that under the laws of the United States of America shall from time to time have control or supervision of civil aviation in the United States of America or have jurisdiction over the registration, airworthiness or operation, or other matters relating to the Aircraft;

Facility means the term loan facility made available under this Agreement as described in Clause 2.1 (The Facility);

Facility Office means the office or offices notified by a Lender to the Agent in writing on or before the date it becomes a Lender (or, following that date, by not less than five (5) Business Days' written notice) as the office or offices through which it will perform its obligations under this Agreement and the

Proceeds Deed;

FATCA means:

FATCA Application Date means:

FATCA Deduction means a deduction or withholding from a payment under a Finance Document required by FATCA;

FATCA Exempt Party means a Party that is entitled to receive payments free from any FATCA Deduction;

Fees has the meaning given to that term in Clause 12.1 (Fees);

Fees Letter means any letter or letters dated on or about the date of this Agreement between the Agent and/or the Security Agent and the Borrowers setting out any of the fees referred to in Clause 12.1 (Fees);

Final Repayment Date means the earlier of:

Finance Documents means:

Finance Party means the Arranger, the Agent, the Security Agent and each Lender;

Financial Indebtedness means any indebtedness for or in respect of:

calculating the value of any derivative transaction, only the marked to market value shall be taken into account);

Fixed Interest Rate has the meaning set out in Clause 9.1 (Calculation of Interest);

GAAP means generally accepted accounting principles in the United States of America;

Government Entity means and includes (whether having a distinct legal personality or not) (i) any national government, political sub-division thereof, or local jurisdiction therein; (ii) any board, commission, department, division, organ, instrumentality, court, regulatory or self-regulatory authority or agency of any entity referred to in (i) above, however constituted; and (iii) any association, organisation or institution (international or otherwise) of which any entity mentioned in (i) or (ii) above is a member or to whose jurisdiction any thereof is subject or in whose activities any thereof is a participant;

Guarantee means the unconditional, full recourse guarantee and indemnity entered into or to be entered into on or around the date of this Agreement between the Sponsor (as guarantor) and the Security Agent in respect of all of the obligations of the Obligors under the Finance Documents;

Guaranteed Obligations has the meaning given to it in in the Guarantee;

Holding Company means, in relation to any company or corporation, any other company or corporation in respect of which it is a Subsidiary;

IDERA means any irrevocable deregistration export request authorisation in respect of the Aircraft in the form promulgated for use with the Cape Town Convention and in accordance with the form (if any) prescribed in the State of Registration, in respect of the Aircraft, granted by ▇▇▇▇▇▇▇▇ 2 in favour of the Security Agent;

Indemnified Parties means the Finance Parties, their shareholders and Affiliates and each of their respective directors, officers, managers, servicers, servants, agents and employees;

Initial State of Registration means United States of America;

Insolvency Event means any of the events specified in Schedule 5 (Insolvency Events);

Insurance Proceeds means the proceeds of any claim under any Insurances or Reinsurances;

Insurances means any and all contracts or policies of insurance required to be effected and maintained under this Agreement or the Lease;

Interest Period means, in relation to the Loan, each period determined in accordance with Clause 10 (Interest Periods) and, in relation to an Unpaid

Sum, each period determined in accordance with Clause 9.4 (Default interest);

International Interest means an international interest as defined in the Cape Town Convention;

International Registry has the meaning given to it in the Cape Town Convention;

Lease means the aircraft lease agreement in respect of the Aircraft dated

on or around Utilisation Date as amended, supplemented and novated from time to time between Borrower 2 (as lessor) and the Lessee;

Lease Default means a Lease Event of Default or any event or circumstance which would (with the expiry of a grace period, the giving of notice, the making of any determination under the Transaction Documents or any combination of any of the foregoing) be a Lease Event of Default;

Lease Event of Default means, in relation to the Lease, a default under a Lease which, through the giving of notice, the passage of time or otherwise, has become an “Event of Default” or similar term (as defined and used in such Lease) thereunder;

Lease Maturity Date means the date that is the earlier of (a) 31 March 2031, or (b) the day immediately prior the next scheduled 12Y check;

Lease Payments means, in relation to the Lease, all sums of money whatsoever which are payable by the Lessee under the Lease, including all amounts of rent and supplemental rent;

Lender means:

which in each case has not ceased to be a Party in accordance with the terms of this Agreement;

Lenders' Representatives means the Arranger, the Agent and the Security Agent;

Lessee means Global Crossing Airlines, Inc., a corporation incorporated and existing under the laws of the State of Delaware, U.S.A., and headquartered at Building 5A, Miami International Airport, 4th Floor, ▇▇▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇, ▇▇ ▇▇▇▇▇;

Loan means, unless otherwise stated in this Agreement, the principal amount of the borrowing under the Facility or the principal amount outstanding for the time being of that borrowing;

Loan Period means the period beginning on the Utilisation Date and ending on the date on which the Outstanding Indebtedness shall have been unconditionally received by the Finance Parties or otherwise satisfied and discharged in full;

Losses means any costs, expenses, payments, charges, losses, demands, liabilities, claims, actions, proceedings, penalties, fines, damages, judgments, orders or other sanctions;

LTV means, at any applicable time, a percentage calculated by the Agent by dividing:

LTV Covenant Test has the meaning set out it in clause 21;

LTV Covenant Test Date has the meaning set out in clause 21;

Maintenance Adjusted Current Market Value means the current market value of the Aircraft as determined by the Appraiser and adjusted by the Agent (acting reasonably) to reflect the current maintenance status of the Aircraft at the applicable time based on the latest Monthly Report (as defined in the Lease) delivered by the Lessee;

Majority Lenders means:

Manuals and Technical Records means all records, logs, manuals, technical data and other materials and documents (whether kept or to be kept in compliance with any relevant regulation of the Aviation Authority, EASA, FAA or otherwise in accordance with the customary prudent operating practices of FAA certificated commercial airlines) relating to the Aircraft together with all replacements, additions, revisions and renewals from time to time made to them;

Manufacturer means in relation to the Airframe and the Engines, the respective manufacturers identified in Schedule 1 (The Aircraft);

Margin means five per cent (5%) per annum;

Market Disruption Event has the meaning given to it in Clause 11.1.2 (Market Disruption);

Material Adverse Effect means in the opinion of the Majority Lenders (acting reasonably) a material adverse effect on:

Security Documents or remedies of any Finance Party under any of the Security Documents;

Maximum LTV means 85% (eighty-five per cent) on the first LTV Covenant Test Date, reducing by 5% (five percent) on each subsequent LTV Covenant Test Date;

Membership Interest Pledge Agreement means the pledge of the membership interest of Borrower 1 and dated on or about the date of this Agreement made by the Sponsor in favour of the Security Agent;

Minimum Monthly Repayment means:

$300,000 on each such Payment Date; and

Month means a period starting on one day in a calendar month and ending on the numerically corresponding day in the next calendar month, except that:

Notice and Acknowledgement of Security Assignment means the notice and acknowledgement of security assignment from Borrower 2 and the Security Agent to the Lessee and the acknowledgement from the Lessee thereunder;

Notice of Assignment of Sale Agreement means the notice of assignment of the sale agreement from the Sponsor, Borrower 2 and the Security Agent to the Seller and, if applicable, the consent and acknowledgement from the Seller thereunder;

Obligor means each of the Borrowers, the Sponsor, the Lessee and any other person designated as such by the Borrowers and the Security Agent in writing;

Outstanding Indebtedness means the Loan, interest thereon and all moneys whatsoever now or hereafter payable by an Obligor to the Finance Parties under the Finance Documents;

Part means all appliances, accessories, computers, instruments, assemblies, modules, components and other items of equipment which are part of or are installed on the Airframe or any Engine which is part of the Aircraft or any appliances, accessories, computers, instruments, assemblies, modules, components and other items of equipment installed on the Airframe or any Engine from time to time in accordance with this Agreement by way of replacement for such appliances, accessories, computers, instruments, assemblies, modules, components and other items of equipment or any previous such replacements and, where the context permits, such of the Manuals and Technical Records as relate thereto;

Party means a party to this Agreement;

Payment Date means the last day of each Interest Period during the Loan Period noting that the final Payment Date shall be the Final Repayment Date;

Permitted Indebtedness means any (a) indebtedness incurred under the Finance Documents; and (b) subordinated loan advances made available to the Borrowers by any Subordinated Creditor referred to within the definition of Subordinated Debt Contributions provided in every case that such subordinated loan advances are subordinated to all Outstanding Indebtedness pursuant to the Proceeds Deed;

Permitted Lien means:

Person or person means any individual, firm, partnership, joint venture, trust, corporation, company, authority or body, incorporated or unincorporated, whether having distinct legal personality or not;

Proceeds Deed means the proceeds deed entered into or to be entered into on or around the date of this Agreement between the Borrowers, the Agent, the Security Agent, the Sponsor and each of the Lenders;

Professional User Entity means a professional user entity as defined in the Cape Town Convention;

Promissory Note has the meaning set out in Clause 13 (Promissory Note);

Prospective International Interest means a prospective international interest as defined in the Cape Town Convention;

Protocol means the Protocol to the Convention on Matters Specific to Aircraft Equipment opened for signature on 16 November 2001 at Cape Town, South Africa;

Qualifying Lender has the meaning given to it in Clause 14 (Tax gross-up and indemnities);

Reinsurances means any and all contracts or policies of reinsurance required to be effected and maintained under this Agreement or the Lease;

Relevant Interbank Market means the London interbank market;

Relevant Nominating Body means any applicable central bank, regulator or other supervisory authority or a group of them, or any working group or committee sponsored or chaired by, or constituted at the request of, any of them or the Financial Stability Board;

Rent means the rent payable under the Lease for the Aircraft;

Repeating Representations has the meaning given to it in clause 4.4 (Repetition) of the Proceeds Deed;

Resolution Authority means any body which has authority to exercise any Write-down and Conversion Powers;

Sale Agreement means the sale agreement datedon or around Utilisation Dateand entered into between the Seller (as seller) and the Sponsor (as buyer) in relation to the Aircraft;

Sale Agreement Assignment Agreement means the sale agreement assignment agreement datedon or around Utilisation Dateand entered into between the Sponsor (as assignor) and Borrower 2 (as assignee) in relation to the Sale Agreement;

Sanctioned Entity means, in each case, whether at the date of this Agreement or subsequently:

Screen Rate means the aggregate of the Mid-YTM US$ Treasury Rate published on page “I25" (US Treasury Actives Curve) of the Bloomberg information service (or any replacement Bloomberg page which displays that rate) or on the appropriate page of such other information service which publishes that rate from time to time in place of Bloomberg. If such page or service ceases to be available, the Agent may specify another page or

service displaying the relevant rate after consultation with the Borrowers and the Lenders;

Security means any mortgage, charge (whether fixed or floating, legal or equitable), pledge, lien, assignment by way of security, trust or other security interest securing any obligation of any person, or any other agreement or arrangement having a similar effect;

Security Documents means:

Seller means Wilmington Trust Company, not in its individual capacity but solely as owner trustee, an Affiliate of Dubai Aerospace Enterprise Ltd.;

Sponsor means Global Crossing Airlines, Inc., a US corporation incorporated and existing under the laws of Delaware and headquartered at Building 5A, Miami International Airport, 4th Floor, ▇▇▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇, ▇▇ ▇▇▇▇▇;

State of Incorporation means, in respect of Borrower 1, the State of Delaware, United States of America, and in respect of Borrower 2, the State of Utah, United States of America;

State of Registration means, at any relevant time, the Initial State of Registration or such other country, state or jurisdiction in or under the laws of which the Aircraft is registered for the time being in compliance with the provisions of this Agreement;

State of Registration Aircraft Mortgage means, with respect to the Aircraft, a first priority pledge or mortgage governed by the laws of the State of New York with respect to the Aircraft between the Finance Parties and Borrower 2;

Subordinated Creditor means the Sponsor and any other subordinated creditor who accedes to the Proceeds Deed in accordance with clause 28.3.1(b) of the Proceeds Deed;

Subordinated Debt Contribution means any subordinated loan advances made available to the Borrowers by any Subordinated Creditor:

Subsidiary of a person means any company or entity directly or indirectly controlled by such person, for which purpose control means either ownership of more than 50 per cent of the voting share capital (or equivalent right of ownership) of such company or entity, or power to direct its policies and management whether by contract or otherwise;

Tax and Taxes means any and all present and future taxes, levies, imposts, duties, charges, fees, deductions or withholdings of any nature whatsoever imposed, levied, collected, withheld or assessed by any governmental, fiscal or other competent authority in any jurisdiction (including any VAT and any stamp, documentary, registration or similar tax together with any penalty, cost, interest or expenses payable in connection with any failure to pay or any delay in paying any of the same);

Third Parties Act means the Contracts (Rights of Third Parties) Act 1999;

Total Commitments means the aggregate of the Commitments, being

$14,650,000 in respect of the Facility;

Total Loss shall have the meaning given to it in the Lease, save where the Lease is not in place in respect of the Aircraft when it shall mean any of the following events in respect of the Aircraft or Airframe:

Total Loss Date in respect of the Aircraft or Airframe thereof, shall:

Trade Laws means all economic sanctions and anti-terrorism laws and regulations, including (a) any United Nations Security Council Resolutions imposing sanctions, (b) any sanctions or restrictive measures imposed by European Union Council decision or regulation and (c) any export control and economic sanctions laws of the United States of America, the European Union, Ireland or the United Kingdom or any other jurisdiction having jurisdiction over the Borrowers, the Sponsor, the Lessee or any Finance

Party;

Transaction Documents means:

Transaction Security means all the Security, powers, rights, title, benefits and interests (both present and future) constituted by, and conferred on the Security Agent under, the Security Documents and all moneys, property or other assets paid or transferred to or vested in the Security Agent or received or recovered by the Security Agent pursuant to, or in connection with, the Security Documents;

Transfer Certificate means a certificate substantially in the form set out in Schedule 6 (Form of Transfer Certificate) or any other form agreed between the Agent and the Borrowers;

Transfer Date means, in relation to a transfer, the later of:

Trust Agreement means the trust agreement made in respect of the Aircraft dated 8 July 2025 and made between Borrower 2 (as owner trustee) and Borrower 1 (as trustor);

Trust Estate has the meaning given to such term in the Trust Agreement;

UK Bail-In Legislation means (to the extent that the United Kingdom is not an EEA Member Country which has implemented, or implements, Article 55 BRRD) Part I of the United Kingdom Banking Act 2009 and any other law or regulation applicable in the United Kingdom relating to the resolution of unsound or failing banks, investment firms or other financial institutions or their affiliates (otherwise than through liquidation, administration or other insolvency proceedings);

Unpaid Sum means any sum due and payable but unpaid under the Finance Documents;

US Person shall mean any person that is a "United States person" as defined under Section 7701(a)(30) of the Code;

Utilisation means a drawdown of the Loan under the Facility pursuant to the terms of this Agreement;

Utilisation Date means the date on which the Utilisation is made;

Utilisation Request means a notice substantially in the form set out in Schedule 4 (Form of Utilisation Request) and otherwise satisfactory to the Agent;

VAT means value added tax and any goods and services, sales or turnover tax or other tax of a similar nature wherever imposed; and

Write-down and Conversion Powers means:

Clause headings and the table of contents are inserted for convenience of reference only, have no legal effect and shall be ignored in the interpretation of this Agreement.

In this Agreement, unless a contrary indication appears:

Except as specifically provided in the Transaction Documents, the Arranger has no obligations of any kind to any other Party under or in connection with any Transaction Document.

Subject to the terms of this Agreement, the Lenders agree to make available

to the Borrowers a term facility up to a maximum of $14,650,000 as follows:

The Borrowers shall apply amounts borrowed by them under the Facility in and towards partially financing its purchase of the beneficial ownership of the Trust Estate (including, among other things, the Aircraft) and the payment of fees, costs and expenses under or in connection with the Finance Documents.

No Finance Party is bound to monitor or verify the application of any amount borrowed pursuant to this Agreement.

The Lenders will only be obliged to comply with Clause 5.4 (Lenders' participation) if on the date of the Utilisation Request and on the proposed Utilisation Date:

The Conditions Precedent and Conditions Subsequent are inserted solely for the benefit of the Lenders and may be waived on their behalf in whole or in

part and with or without conditions by the Agent acting on the instructions of the Majority Lenders.

The Borrowers shall procure that:

The Borrowers may utilise the Facility by delivery to the Agent of the duly completed Utilisation Request not later than 4:00 p.m. (London time) (or such later time as the Agent may agree), two (2) Business Days before the proposed Utilisation Date. The Borrowers may deliver no more than one (1) Utilisation Request.

The Utilisation Request is irrevocable and will not be regarded as having been duly completed unless:

The unutilised Commitments of each Lender under the Facility will be automatically and immediately cancelled on the earlier of the close of business on (a) the Utilisation Date; and (b) the last day of the Availability Period.

Subject to the other provisions of this Agreement (and in particular to Clause 7 (Voluntary Prepayment), Clause 8 (Mandatory Prepayment) and Clause 9.3 (Payment of interest)), the Borrowers shall repay the Loan in consecutive instalments on each Payment Date in amounts of not less than the Minimum Monthly Repayment payable on that Payment Date in accordance with the terms of this Agreement. Notwithstanding any other provision in this Agreement, all Outstanding Indebtedness must be paid no later than the Final Repayment Date.

in each case save where such prepayment is made following the application of Clause 14 (Tax gross-up and indemnities) or Clause 15.1 (Increased Costs) in which case no prepayment fee will apply.

The Borrowers may not reborrow any part of the Facility which is repaid or prepaid.

If a Total Loss occurs with respect to the Aircraft, the Borrowers shall prepay the Outstanding Indebtedness on the earlier of (i) the expiry of ninety (90) days following the Total Loss Date and (ii) the receipt of insurance or reinsurance proceeds relating to the Total Loss.

If the Lease expires or is terminated other than as a consequence of a Lease Event of Default, the Borrowers shall prepay an amount equal to the Outstanding Indebtedness on the date of such expiry or termination.

Upon the sale or other disposal of the Aircraft or part thereof before the Final Repayment Date, the Borrowers shall prepay an amount equal to the Outstanding Indebtedness on the date of receipt of the sale or other disposal proceeds.

If, on any LTV Covenant Test Date, an LTV Covenant Test breach has occurred which is continuing, the Borrowers shall pay an amount satisfactory to the Agent to cure such LTV Covenant Test breach within ten (10) Business Days of the relevant LTV Covenant Test Date.

If, in any applicable jurisdiction, it becomes unlawful for any Lender to perform any of its obligations or to exercise any of its rights as contemplated by this Agreement or to fund or maintain its participation in the Loan or it becomes unlawful for any Affiliate of that Lender to do so:

If, in any applicable jurisdiction, it becomes unlawful for any Obligor to perform any of its obligations or to exercise any of its rights as contemplated by any Transaction Document (and such unlawfulness is not caused by an act or omission of any Obligor):

14.3 (Tax Indemnity), Clause 14.6(Stamp Taxes) or Clause 15.1 (Increased Costs),

the Borrowers may, whilst the circumstance giving rise to the requirement for that increase or indemnification continues, give the Agent notice of cancellation of the Commitment(s) of that Lender and its intention to procure the repayment of that ▇▇▇▇▇▇'s participation in the Loan.

provided that the prepayment fee shall not apply to any prepayment pursuant to this Clause 8 other than a prepayment under Clause 8.3 (Sale).

All prepayments made pursuant to this Clause 8 shall be paid to the Agent and applied in accordance with clause 7.3 (Application of Prepayments) of the Proceeds Deed.

The rate of interest in respect of the Loan for each Interest Period is the percentage rate per annum which is calculated by the Agent to be equal to the aggregate of:

(the Fixed Interest Rate).

The number of days in each Interest Period shall be calculated by including the date on which such Interest Period commences but excluding the date on which it expires.

On each Payment Date, the Borrowers shall pay to the Agent accrued interest on the Loan at the Fixed Interest Rate in respect of any Interest Period expiring on that day.

The Agent shall promptly notify the Lenders and the Borrowers of the Base Rate following the determination of the rate of interest under this Agreement in accordance with Clause 9.1(a).

If an Interest Period would otherwise end on a day which is not a Business Day, that Interest Period will instead end on the next Business Day in that calendar Month (if there is one) or the preceding Business Day (if there is not).

Any interest, commission or fee accruing under a Finance Document will accrue from day to day and is calculated on the basis of the actual number of days elapsed and a year of 360 days.

funding its participation in that Loan from whatever source it may reasonably select (the “Lenders’ Funding Rate”).

The Borrowers shall pay to the Agent and/or the Security Agent the fees in the amount and manner set out in any Fees Letter (Fees).

All fees shall be deemed earned in full when due and shall not be refundable in whole or in part for any reason and shall be exclusive of any Tax.

Upon the request of any ▇▇▇▇▇▇ made through the Agent, the Borrowers shall execute and deliver to such Lender (through the Agent) a promissory note (a Promissory Note), which shall evidence such ▇▇▇▇▇▇'s participation in the Loan. Each such Promissory Note shall be substantially in the form of Schedule 7 (Form of Promissory Note).

Protected Party means a Finance Party (or any holding company of any Finance Party) which is or will be subject to any liability, or required to make any payment, for or on account of Tax in relation to a sum received or receivable (or any sum deemed for the purposes of Tax to be received or receivable) under a Finance Document;

Qualifying Lender means a Lender or any entity which is beneficially entitled to any amount payable to that Lender in respect of an advance under a Finance Document and which:

Tax Credit means a credit against, relief or remission for, or repayment of any Tax;

Tax Deduction means a deduction or withholding for or on account of Tax from a payment under a Finance Document, other than a FATCA Deduction;

Tax Payment means either the increase in a payment made by the Borrowers to a Finance Party under Clause 14.2 (Tax gross-up) or a payment under Clause 14.3 (Tax indemnity);

Treaty Lender means a Lender which:

Treaty State means a jurisdiction having a double taxation agreement (a Treaty) in force with the US which makes provision for full exemption from Tax or withholding on account of Tax imposed by the US on interest.

if that Tax is imposed on or calculated by reference to the gross, net or other income received or receivable (but not any sum deemed to be received or receivable) by that Finance Party; or

the Finance Party shall pay an amount to the Borrowers which that Finance Party determines will leave it (after that payment) in the same after-Tax position as it would have been in had the Tax Payment not been required to be made by the Borrowers.

the profits or gains of that Protected Party for the purposes of Tax and, if so, that Protected Party shall be deemed to have suffered Tax on the relevant sum at the rate of Tax applicable to that Protected Party's profits or gains for the period in which the payment of the relevant sum falls to be taken into account for the purposes of such Tax.

The Borrowers shall pay and indemnify each Finance Party against any cost, loss or liability that Finance Party incurs in relation to all stamp duty, registration and other similar Taxes payable in respect of any Transaction Document.

or would or might otherwise, in the reasonable opinion of such Finance Party, materially prejudice its commercial or legal affairs.

for the purposes of the Finance Documents (and payments under them) as if it is not a FATCA Exempt Party until such time as the Party in question provides the requested confirmation, forms, documentation or other information.

Increased Costs means:

which is incurred or suffered by a Finance Party or any of its Affiliates to the extent that it is attributable to that Finance Party having entered into its Commitment or funding or performing its obligations under any Finance Document.

Basel III) (Basel II) or any other law or regulation which implements Basel II (whether such implementation, application or compliance is by a government, regulator, Finance Party or any of its Affiliates).

then the Borrowers shall as an independent obligation, within three (3) Business Days of demand, indemnify each Finance Party to whom that Sum is due against any Losses arising out of or as a result of the conversion including any discrepancy between (i) the rate of exchange used to convert that Sum from the First Currency into the Second Currency and (ii) the rate or rates of exchange available to that person at the time of its receipt of that Sum.

The Borrowers shall within three (3) Business Days of demand, indemnify each Finance Party against any and all Losses incurred by that Finance Party as a result of:

The Borrowers shall promptly indemnify each Lenders' Representative against any and all Losses incurred by such ▇▇▇▇▇▇▇' Representative as a result of:

The Borrowers shall, on demand, indemnify each Finance Party and any delegate, receiver or manager appointed by such Finance Party under any of the Finance Documents against any and all Losses incurred by such Finance Party, delegate, receiver or manager (save where these have been caused as a result of the gross negligence or wilful misconduct of such Finance Party, delegate, receiver or manager):

contained in the Transaction Documents unless such Loss arises from such person's gross negligence or wilful misconduct.

The indemnities in Clause 16.5 (General Indemnity) shall not extend to any Losses:

The indemnities by the Borrowers in favour of the Indemnified Parties contained in this Agreement shall continue in full force and effect notwithstanding any breach by any Finance Party, the Borrowers or any other Obligor of the terms of this Agreement or any other Transaction Document, the repayment or prepayment of the Loan or the repudiation by any party of any Transaction Document.

Moneys becoming due by the Borrowers to any Indemnified Party under the indemnities contained in this Clause 16 or elsewhere in this Agreement shall be paid on demand made by such Indemnified Party or within such other time period expressly specified elsewhere in this Agreement and shall be paid together with interest on the sum demanded from the date of demand therefor to the date of reimbursement by the Borrowers to such Indemnified Party (both before and after judgment) at a rate of interest determined in accordance with Clause 9.4 (Default interest).

Each Indemnified Party may rely on the provisions of Clause 16 (Other indemnities) and may enforce those provisions under the Third Parties Act.

If the Borrowers request an amendment, waiver or consent or an amendment is required pursuant to clause 17.10 (Change of currency) of the Proceeds Deed, the Borrowers shall, within three (3) Business Days of demand, reimburse the Lenders' Representatives for the amount of all costs and expenses (including legal fees) reasonably incurred by them (and, in the case of the Security Agent, by any receiver or delegate) in responding to, evaluating, negotiating or complying with that request or requirement.

Without prejudice to Clause 16.4 (Enforcement Costs Indemnity) the Borrowers shall within three (3) Business Days of demand pay to each Finance Party the amount of all out-of-pocket costs and expenses (including legal fees) incurred by that Finance Party in connection with the enforcement of, or the preservation of any rights under, any Transaction Document and any proceedings instituted by or against the Security Agent as a consequence of taking or holding the Transaction Security or enforcing these rights.

Borrowers make the representations and warranties set out in clause 4 (Representations and Warranties) of the Proceeds Deed at the times and in the manner set out in the Proceeds Deed.

The Borrowers shall supply to the Agent, the quarterly unaudited financial

statements and the yearly audited financial statements of the Lessee promptly following the Borrowers’ receipt of the same from the Lessee in accordance with the terms of the Lease, provided that if any financial statements referred to in this Clause 20.2 are publicly available online, this shall discharge the Borrowers’ obligations to provide such financial statements to the Agent at the relevant time.

As soon as reasonably practicable, and in any event within one (1) Business Day, upon becoming aware thereof, the Borrowers shall inform the Agent of the occurrence of any Lease Event of Default or Total Loss or any event or circumstance which, with the passage of time or the making of a determination, may become a Lease Event of Default or Total Loss.

To the extent not provided pursuant to Clause 22.2 (Lease Covenants), the Borrowers shall provide the Agent with within five (5) Business Days of receipt from the Lessee, the utilisation reports received from the Lessee pursuant to the Lease.

Promptly upon becoming aware of the same, the Borrowers shall notify the Agent of any repairable damage to the Aircraft if the potential cost thereof may exceed the Damage Notification Threshold in aggregate per annum in respect of the Aircraft.

The Borrowers shall supply to the Agent:

If:

obliges any Lenders' Representative or any Lender (or, in the case of sub- Clause 20.9(c) above, any prospective new Lender) to comply with "know your customer" or similar identification procedures in circumstances where the necessary information is not already available to it, the Borrowers shall promptly upon the request of a Lenders' Representative or any Lender supply, or procure the supply of, such documentation and other evidence as is reasonably requested by the Agent (for itself or on behalf of any Lender),

the Security Agent (for itself) or any Lender (for itself or, in the case of the event described in sub-clause 20.9(c) above, on behalf of any prospective new Lender) in order for the Agent, Security Agent, such Lender or, in the case of the event described in sub-clause 20.9(c) above, any prospective new Lender to carry out and be satisfied it has complied with all necessary "know your customer" or other similar checks under all Applicable Laws pursuant to the transactions contemplated in the Finance Documents.

Each Lender shall promptly upon the request of the Agent or the Security Agent supply, or procure the supply of, such documentation and other evidence as is reasonably requested by the Agent or the Security Agent (each for itself) in order for the Agent or Security Agent (as the case may be) to carry out and be satisfied it has complied with all necessary "know your customer" or other similar checks under all Applicable Laws pursuant to the transactions contemplated in the Finance Documents.

Without prejudice to the other provisions of this Agreement, the Borrowers shall not enter into any lease of the Aircraft (other than the Lease) or permit any subleasing except with the prior written consent of the Agent.

The Borrowers covenant and Borrower 2 covenants in relation to the Lease:

The Borrowers shall:

defined in Clause 22.3(b) below) named as additional insureds on the liability insurances and reinsurances);

Prior to the Utilisation Request being submitted by the Borrowers the Arranger shall receive a technical report (addressed to it) on the Aircraft and the status of the Manuals and Technical Records prepared by a third party appointed by the Agent. Following any Lease Event of Default, the Agent may arrange, and the Borrowers shall procure, further physical inspection(s) of the Aircraft and its Manuals and Technical Records on such other occasions as the Agent shall reasonably require.

In connection with any physical inspection of the Aircraft pursuant to Clause 23.1 and subject to the rights of the Lessee under the Lease, the Borrowers shall procure that the Lenders' Representatives and their respective agents, or an independent third party appointed by the Agent, are afforded all necessary facilities reasonably requested by such party to inspect or survey the Aircraft during the Loan Period upon giving the Borrowers reasonable notice.

The cost of the first inspection, survey and/or valuation shall be borne by the Borrowers. Any other inspection, survey and/or valuation shall be at no cost to the Borrowers unless an Event of Default has occurred and is continuing or is revealed by such inspection, survey or valuation, in which case the cost shall be borne by the Borrowers.

(10) Business Days of the date of such breach or failure, provided that if the Agent does not reasonably consider that such breach or failure is capable of remedy it may notify the Borrowers in writing that an Event of Default under this paragraph (g) has occurred and no further cure period shall apply;

(ii) which the Agent reasonably considers to be necessary in order to ensure that the interests of the Finance Parties in connection with the Transaction Documents are not prejudiced or that the ability of an Obligor to perform the transactions contemplated by or its obligations under this Agreement or any of the other Transaction Documents is not materially adversely affected,

is modified in a manner which may be expected to result in a Material Adverse Effect or is not granted or is revoked or terminated or expires and is not renewed or otherwise ceases to be in full force and effect;

Agreement or any of the other Transaction Documents to which it is a party;

On and at any time after the occurrence of an Event of Default which is continuing the Agent may, and shall if so directed by the Majority Lenders, by notice to the Borrowers (a Default Notice):

Subject to this Clause 25 and clause 28.3.1 (Finance Party Transfer) of the Proceeds Deed, a Lender (the Existing Lender) may:

to another bank or financial institution or to a trust, fund or other entity which is regularly engaged in or established for the purpose of making, purchasing or investing in loans, securities or other financial assets and which is a Qualifying Lender or a Treaty Lender (the New Lender).

then the New Lender or Lender acting through its new Facility Office is only entitled to receive payment under that clause to the same extent as the Existing Lender or Lender acting through its previous Facility Office would have been if the assignment, transfer or change had not occurred.

The New Lender shall, on the date upon which an assignment or transfer takes effect, pay to the Agent (for its own account) a fee of $10,000.

and any representations or warranties implied by Applicable Law are excluded.

Borrowers and the Existing Lender shall be released from further obligations towards one another under the Finance Documents and in respect of the Transaction Security and their respective rights against one another under the Finance Documents and in respect of the Transaction Security shall be cancelled (being the "Discharged Rights and Obligations");

The Agent shall, as soon as reasonably practicable after it has executed a Transfer Certificate, send to the Borrowers a copy of that Transfer Certificate.

In addition to the other rights provided to Lenders under this Clause 25, each Lender may without consulting with or obtaining consent from the Borrowers, at any time charge, assign or otherwise create Security in or over (whether by way of collateral or otherwise) all or any of its rights under any Finance

Document to secure obligations of that Lender including, without limitation:

except that no such charge, assignment or Security shall:

The Borrowers may not assign any of its rights or transfer any of its rights or obligations under the Finance Documents without the prior written consent of the Agent.

Any communication to be made under or in connection with this Agreement or the Finance Documents shall be made in accordance with clause 25 (Notices) of the Proceeds Deed.

other party signed that document using an e-signature as opposed to a manuscript signature.

This Agreement and any non-contractual obligations arising out of or in connection with it are governed by English law.

Without prejudice to any other mode of service allowed under any Applicable Law, the Borrowers:

Borrower 2, are made and intended not as personal representations, warranties, undertakings or agreements by or for the purpose or with the intention of binding Borrower 2 personally but are made solely in its capacity as owner trustee.

This Agreement has been entered into on the date stated at the beginning of this Agreement.

Schedule 1: The Aircraft

Airframe

Manufacturer: Airbus

Model: A320-214

Serial Number: 3101

Engines

Manufacturer: CFM International

Model: CFM56-5B4/P

Serial Numbers: 697224 and 697228

APU

Manufacturer: Honeywell

Model: GTCP 131-9A

Serial Number: P-3619

Schedule 2: The Original Lenders

Facility

Schedule 3

Part 1: Conditions precedent

The following documents in form and substance satisfactory to the Agent, each undated but fully executed by all parties other than the Finance Parties together with the written authority of each Obligor to date and deliver them:

A certificate from a director, senior officer or authorised signatory of each Obligor attaching copies, certified as being true, complete and unamended copies, of the following documents and certifying the following matters:

Receipt by the Agent from each Obligor and their respective legal and beneficial owners of all documentation required in connection with each Finance Party's "know your client" procedure, proceeds of crime and anti- money laundering regulations.

Acceptance in writing of their appointment from the agents for service of process in England and New York appointed by each Obligor (as applicable).

Any other items reasonably requested by the Agent.

Part 2: Conditions precedent to Utilisation

The following documents in form and substance satisfactory to the Agent, each undated but fully executed by all parties other than the Finance Parties together with the written authority of each Obligor to date and deliver them on or prior to Utilisation:

Copies of the following documents each certified as true, complete and accurate as at the proposed Utilisation Date by a director of each Borrower:

A certificate from a director, senior officer or authorised signatory of each Obligor certifying that the documents attached to the certificate delivered pursuant to paragraph 2 of Part 1 of this Schedule 3 remain true, complete and unamended since the date of such certificate, or, where applicable, attaching updated copies of any such documents and certifying these as being true, complete and unamended copies as at the Utilisation Date, and certifying the following matters:

Clear company searches against each Obligor for the purposes of the legal opinions set out in this Schedule 3.

Non-accident/non-incident statements issued by the Lessee and all previous operators in respect of the Aircraft and each Engine.

Legal opinions from independent lawyers acceptable to the Agent in respect of:

The Agent being satisfied that:

in order to render this Agreement and the other relevant Security Documents valid, binding, enforceable and perfected as security interests have been duly put into place.

Evidence that:

All licences, certificates and permits required in connection with the operation of the Aircraft required by the applicable aviation authority, including:

Letters of Undertaking and Certificates of Insurance and Reinsurance in respect of the Aircraft evidencing that the Insurances and Reinsurances are in full force and effect, name the Security Agent as loss payee and fully comply with the provisions of this Agreement.

Insurance opinion from ▇▇▇▇▇▇.

Tax opinions confirming, among other matters, that there will be no sales tax on the title transfer to the Aircraft and that there will be no withholdings on account of tax in any relevant jurisdictions under the Lease or the Finance Documents.

Evidence satisfactory to the Agent that, upon Utilisation, (i) Borrower 2 will have full legal title in and to the Aircraft and (ii) Borrower 1 will have full beneficial title in and to the Aircraft, in each case, free and clear of all Liens other than the Lease and any Liens expressly permitted under this Agreement.

Receipt by the Lenders’ Representatives of all fees and expenses due from the Borrowers or any other Obligor prior to or on the Utilisation Date.

Receipt by the Agent of evidence of the purchase price to be paid in respect of the Aircraft and evidence satisfactory to the Agent (acting reasonably) that the aggregate portion of such purchase price to be funded by the Sponsor has been received by the Seller on or before the Utilisation Date.

Receipt by the Agent of a copy of the most recent audited financial statements in respect of the Sponsor and the Lessee.

Either:

Any other items reasonably requested by the Agent.

Part 3: Conditions Subsequent

Within one (1) Business Day following the Utilisation Date, a legal opinion from FAA Counsel in respect of the filing and recording of the relevant Transaction Documents with the FAA and the international interests registered with the International Registry.

The Agent being satisfied that:

in order to render this Agreement and the other relevant Security Documents valid, binding, enforceable and perfected as security interests have been duly put into place within the timeframes specified in clause 4.4(a).

Within five (5) Business Days following the Utilisation Date, the Agent shall have received evidence satisfactory to it (and its technical advisors) that all relevant Manuals and Technical Records and technical information up to and including the Utilisation Date and in the aircraft delivery binder (in the format agreed by the Agent) has been digitised and is accessible to the Agent.

Within twenty (20) Business Days following the Utilisation Date, a satisfactory written report following an inspection of the Aircraft (including the Manuals and Technical Records).

Any other items reasonably requested by the Agent.

Schedule 4: Form of Utilisation Request

From: MSN 3101 Acquisition LLC and Bank of Utah (not in its individual capacity but solely as owner trustee of MSN 3101 Trust), as Borrowers

To: volofin Holdings Designated Activity Company, as Agent Dated: [●]

Dear Sirs

Loan Agreement dated [●] 2025 made between MSN 3101 Acquisition LLC and Bank of Utah (not in its individual capacity but solely as owner trustee of MSN 3101 Trust), as Borrowers, the financial institutions listed in Schedule 2 thereto as Original Lenders and volofin Holdings Designated Activity Company as Agent in respect of one Airbus A320-214 aircraft with Manufacturer's Serial Number 3101 (the Agreement)

$[●] on [*insert date*] 2025 to finance the purposes set out in Clause 3 (Purpose) of the Agreement;

Yours faithfully

MSN 3101 Acquisition LLC

By : Name :

Title :

Bank of Utah (not in its individual capacity but solely as owner trustee of MSN 3101 Trust)

By : Name :

Title :

Schedule 5: Insolvency Events

In respect of any person, an Insolvency Event occurs if:

Schedule 6: Form of Transfer Certificate

To: volofin Holdings Designated Activity Company as Agent

From: [The Existing Lender] (the Existing Lender) and [The New Lender] (the New Lender)

Dated: [●]

[Borrowers] – Loan Agreement dated [●] 2025 (the Agreement)

[a Qualifying Lender pursuant to the provisions of paragraph [●] of the definition of Qualifying Lender set out in Clause 14.1 (Definitions) by virtue of the fact that [●] and it is resident for the purposes of tax in [●]] or

[a Treaty Lender pursuant to the provisions of paragraph [●] of the definition of Treaty Lender set out in Clause 14.1 (Definitions)].

Signed by )

for and on behalf of )

[The Existing Lender] ) ………………………………….. Signed by )

for and on behalf of )

[The New Lender] ) …………………………………..

THE SCHEDULE

Commitment/rights and obligations to be transferred

[insert relevant details, including Loan, participation and Facility details]

[Facility Office address, fax number and attention details for notices and account details for payments]

This Transfer Certificate is accepted by the Agent and the Transfer Date is confirmed as [●].

[Agent] (on behalf of itself, the Borrowers and the other Finance Parties) By:

Schedule 7: Form of Promissory Note

THIS PROMISSORY NOTE HAS NOT BEEN REGISTERED PURSUANT TO THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR PURSUANT TO THE SECURITIES LAWS OF ANY STATE. ACCORDINGLY, THIS PROMISSORY NOTE MAY NOT BE SOLD, UNLESS EITHER REGISTERED UNDER THE ACT AND SUCH APPLICABLE STATE LAWS, OR AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE.

MSN 3101 ACQUISITION LLC

BANK OF UTAH (not in its individual capacity but solely as owner trustee of MSN 3101 Trust)

PROMISSORY NOTE ISSUED IN CONNECTION WITH THE

AIRBUS MODEL A320-214 AIRCRAFT BEARING [ ] REGISTRATION MARK [ ]

AND MANUFACTURER'S SERIAL NUMBER [ ]

No.

Date: , 20

$

MSN 3101 Acquisition LLC and Bank of Utah (not in its individual capacity but solely as owner trustee of MSN 3101 Trust), (herein called the Borrowers), hereby promises to pay to , or the registered assignee thereof, the principal sum of $ (the Original Amount), together with interest on the amount of the Original Amount remaining unpaid from time to time from the date hereof until paid in full at the Fixed Interest Rate. The Original Amount of this Promissory Note shall be payable in monthly instalments on the dates and in the corresponding amounts as provided in the Loan Agreement. Accrued but unpaid interest shall be due and payable on each Payment Date. Notwithstanding the foregoing, the final payment due on the Final Repayment Date shall be in an amount sufficient to discharge in full the unpaid Original Amount and all accrued and unpaid interest on, and any other amounts due under, this Promissory Note. Notwithstanding anything to the contrary contained herein, if any date on which a payment under this Promissory Note becomes due and payable is not a Business Day, then such payment shall not be made on such scheduled date but shall be made on the immediately succeeding Business Day; provided that, if such immediately succeeding Business Day would fall in the next calendar month, then such payment shall be made on the immediately preceding Business Day.

For purposes hereof, the term Loan Agreement means that certain Loan Agreement dated as of among others the Borrowers, the Lenders parties thereto and volofin Holdings Designated Activity Company, as agent for the Lenders (the Agent), as the same may be amended or supplemented from time to time. All other capitalized terms used in this Promissory Note and not defined herein shall have the respective meanings assigned in the Loan Agreement.

This Promissory Note shall bear interest, payable on demand, at the rate determined

in accordance with Clause 9.4 (Default Interest) of the Loan Agreement on any overdue Original Amount, and (to the extent permitted by applicable law) on overdue interest and any other amounts payable hereunder which are overdue, in each case

for the period the same is overdue. Amounts shall be overdue if not paid when due (whether at stated maturity, by acceleration or otherwise).

The Agent shall maintain a Register for the purpose of registering transfers and exchanges of Promissory Notes or at the office of any successor in the manner provided in Clause 13 (Promissory Note) of the Loan Agreement.

The Original Amount and interest and other amounts due hereunder shall be payable in Dollars in immediately available funds as provided in the Loan Agreement. Each such payment shall be made on the date such payment is due and without any presentment or surrender of this Promissory Note. Presentment and surrender of the Promissory Notes shall not be required in connection with the final payment thereon.

The holder hereof, by its acceptance of this Promissory Note, agrees that each payment received by it hereunder shall be applied as provided in the applicable provisions of the Loan Agreement.

This Promissory Note is one of the Promissory Notes referred to in the Loan Agreement which have been or are to be issued by the Borrowers pursuant to the terms of the Loan Agreement. The Transaction Security is held by the Security Agent as security, in part, for the Promissory Notes. The provisions of this Promissory Note are subject to the provisions of the Loan Agreement. Reference is hereby made to the Loan Agreement for a complete statement of the rights and obligations of the holder of, and the nature and extent of the security for, this Promissory Note and the rights and obligations of the holders of, and the nature and extent of the security for, any other Promissory Notes executed and delivered under the Loan Agreement, and to all of which terms and conditions in the Loan Agreement each holder hereof agrees by its acceptance of this Promissory Note.

As provided in the Loan Agreement and subject to certain limitations therein set forth, this Promissory Note is exchangeable for a like aggregate Original Amount of Promissory Notes of different authorized denominations, as requested by the holder surrendering the same.

Prior to due presentment for registration of transfer of this Promissory Note, the Borrowers and the Agent shall treat the person in whose name this Promissory Note is registered as the owner hereof for all purposes, whether or not this Promissory Note be overdue, and none of the Borrowers or the Agent shall be affected by notice to the contrary.

This Promissory Note is subject to prepayment as provided in Clauses 7 (Voluntary Prepayment) and 8 (Mandatory Prepayment) of the Loan Agreement but not otherwise and to acceleration by the Agent as provided in Clause 24.2 (Acceleration) of the Loan Agreement.

The holder hereof, by its acceptance of this Promissory Note, agrees to be bound by the terms of the Loan Agreement and other Finance Documents. In the event of any conflict between the terms of the Loan Agreement and the terms of this Promissory Note, the terms of the Loan Agreement shall prevail.

Unless otherwise defined herein, terms defined in the Loan Agreement and used herein shall have the meanings given to them in the Loan Agreement.

Each Borrower acknowledges and agrees that this Promissory Note constitutes an instrument for the payment of money.

This Promissory Note may be simultaneously executed in several counterparts, each of which shall be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument.

THIS PROMISSORY NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK

WITHOUT REFERENCE TO CONFLICTS OF LAW OTHER THAN SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLGATIONS LAW. EACH BORROWER AGREES THAT THE STATE COURTS OF THE STATE OF NEW YORK LOCATED IN THE CITY OF NEW YORK OR THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF THE STATE OF NEW YORK SHALL HAVE NON-EXCLUSIVE JURISDICTION OVER THIS PROMISSORY NOTE AND THAT AGENT MAY ENFORCE THIS PROMISSORY NOTE IN SUCH COURTS. EACH BORROWER HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED BY LAW ANY OBJECTION WHICH IT MAY HAVE OR HEREAFTER MAY HAVE TO THE LAYING OF VENUE OF ANY SUCH ACTION THAT SUCH ACTION HAS BEEN BROUGHT IN AN INCONVENIENT FORUM. EACH BORROWER HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES TO THE FULLEST EXTENT PERMITTED BY LAW ANY RIGHTS IT MAY HAVE TO TRIAL BY JURY.

IN WITNESS WHEREOF, the Borrowers has caused this Promissory Note to be executed in its corporate name by its authorised signatory thereunto duly authorized on the date hereof.

MSN 3101 Acquisition LLC

By: Name:

Title:

Bank of Utah (not in its individual capacity but solely as owner trustee of MSN 3101 Trust)

By: Name:

Title:

Execution page

Loan Agreement

Borrower 1

Signed by Global Crossing Airlines, Inc. )

as sole member )

duly authorised for and on behalf of )

MSN 3101 Acquisition LLC )

sign here:

print name: ▇▇▇▇ ▇▇▇▇▇▇

Borrower 2

Signed by )

)

duly authorised for and on behalf of )

Bank of Utah (not in its individual )

capacity but solely as owner

trustee of MSN 3101 Trust )

sign here:

print name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇

The Arranger

Signed by )

)

duly authorised for and on behalf of )

volofin Capital Management Ltd. )

sign here:

print name: ▇▇▇▇▇▇ ▇▇▇▇

The Agent

Signed by )

)

duly authorised for and on behalf of )

volofin Holdings Designated )

Activity Company

sign here:

print name:

The Security Agent

Signed by )

)

duly authorised for and on behalf of )

volofin Holdings Designated )

Activity Company

sign here:

print name:

The Arranger

Signed by )

)

duly authorised for and on behalf of )

volofin Capital Management Ltd. )

sign here:

print name:

The Agent

Signed by )

)

duly authorised for and on behalf of )

volofin Holdings Designated )

Activity Company

sign here:

print name: ▇▇▇▇▇▇ ▇▇▇▇▇▇

The Security Agent

Signed by )

)

duly authorised for and on behalf of )

volofin Holdings Designated )

Activity Company

sign here:

print name: ▇▇▇▇▇▇ ▇▇▇▇▇▇

The Original Lender

Signed by )

)

duly authorised for and on behalf of )

Delaware Life Insurance )

Company

sign here:

print name: ▇▇▇▇▇ ▇▇▇▇▇