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THIS LOAN AGREEMENT, made March 2, 2009, among FIRSTFLIGHT,INC. , a Nevada
Corporation and AIRBORNE, INC., a New York Corporation (collectively and individually the “Borrower”).
MARGESON AND ASSOCIATES, INC , a New York Corporation, FBO AIR WILKES-BARRE, INC.
a Pennsylvania Corporation, FBO AIR-GARDEN CITY, INC., a Kansas Corporation, FIRSTFLIGHT
HELIPORT, LLC, a New York Limited Liability Company, FIRSTFLIGHT MANAGEMENT, LLC, a
Delaware Limited Liability Company, BRAKE AND WHEEL SERVICE, INC., and individually WILLIAM
WACHTEL and JOHN DOW (collectively the “Guarantors”), and FIVE STAR BANK , a New York State
bank, having an office at 55 North Main Street, Warsaw, New York 14569 (the “Lender”).
WHEREAS, the Lender has agreed to extend to the Borrower the loan described on the attached Exhibit
“A” (collectively and individually, the “Loan”); and
WHEREAS, the Loan is (a) evidenced by and payable in accordance with the terms of a Promissory
Note, and (b) secured by a General Security Agreement, as defined in Exhibit “B” attached hereto; and
WHEREAS, the Guarantor has guaranteed repayment of the Loan pursuant to a guaranty of even date
herewith (the “Guaranty”); and
WHEREAS, the Borrower, Guarantor and the Lender have agreed to certain terms governing the Loan.
NOW, THEREFORE, in consideration of the promises and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged by each of the parties hereto, the parties hereto agree
for themselves, their successors and assigns as follows:
1.0 Representations and Warranties . Borrower represents and warrants as of the date hereof
and as of the date of any advance made by the Bank hereunder that:
1.1 Indebtedness . Except as disclosed in the financial statements referred to in Section
2.5 hereof, the Borrower has no outstanding indebtedness or contingent liabilities (including without limi