(ii) to carry on its business as now being conducted;

and

(c) does not conduct business or own property in any jurisdiction outside of New
York.

4.2 Authority. The Buyer has full authority to perform its obligations under this Agreement,
and has taken all necessary action to authorize the purchase, under the terms and conditions of this
Agreement.

4.3 Enforceability. This agreement has been duly executed by Buyer and constituted a legal
obligation of Buyer, enforceable in accordance with its terms. Enforceability may be limited by
applicable bankruptcy.

4.4 Compliance with Instruments, Consents, Adverse Agreements. Neither the execution
nor the delivery of this Agreement by the Buyer will conflict with or result in any violation of or
constitute a default under

(a) any term of the certificate of incorporation; or

(b) any Law or Contract by which to the Buyer is, or any of its properties or assets,
are bound.

4.5 Financing. The Buyer does not currently have sufficient funding for the purchase of the
Aircraft but is negotiating with three financial institutions to obtain proper funding such as First National
Bank of Lex; Lex Banking, N.A.; or another financial institution that the Buyer is negotiating a financing
out agreement in the amount of $15,700,000 (the “Bank”). The Buyer has submitted an application to
First National Bank of Lex, and Lex Banking, N.A.

Article 5 — Seller’s Covenants

The Seller shall do the following from the date of this Agreement to the Closing Date:

5.1 Cooperation. The Seller shall use reasonable efforts to cause the sale contemplated by
this Agreement to be consummated, and to obtain the Consents, permits, and licenses that may be
necessary or reasonably required.

5.2 Transactions Out of Ordinary Course of Business. Except with the prior written
consent of the Buyer, the Seller shall not enter into any transactions out of the ordinary course of
business.

5.3 Maintenance. The Seller shall

(a) maintain the Aircraft, or cause it to be maintained, in good operating condition,

ordinary wear and tear excepted;

(b) repair the Aircraft, or cause it to be repaired, to have its Engines at an appropriate
maintenance level in accordance with its FAA Approved Maintenance and
Inspection Program; and