0000353184false00003531842022-06-092022-06-140000353184us-gaap:CommonStockMember2022-06-092022-06-140000353184airt:CumulativeCapitalSecuritiesMember2022-06-092022-06-14


______________________________________________________________________________
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549  
______________________________________________________________________________
FORM 8-K 
______________________________________________________________________________

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report (Date of earliest event reported): June 09, 2022
______________________________________________________________________________
AIR T, INC.
(Exact Name of Registrant as Specified in Charter)  
______________________________________________________________________________
Delaware 
001-35476
 
52-1206400
(State or Other Jurisdiction
of Incorporation)
 
(Commission
File Number)
 
(I.R.S. Employer
Identification No.)

5930 Balsom Ridge Road
Denver, North Carolina 28037
(Address of Principal Executive Offices, and Zip Code)

________________(828) 464-8741__________________
Registrant’s Telephone Number, Including Area Code

Not applicable___
(Former Name or Former Address, if Changed Since Last Report)
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Common StockAIRTNASDAQ Global Market
Alpha Income Preferred Securities (also referred to as 8% Cumulative Capital Securities) (“AIP”)AIRTPNASDAQ Global Market
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
 
Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
Pre-commencement communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communication pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.



Item 1.01    Entry into a Material Definitive Agreement

On June 9, 2022, Air T, Inc. (“Company”), Jet Yard, LLC and Minnesota Bank & Trust (“MBT”) entered into Amendment No. 1 to Third Amended and Restated Credit Agreement (“Amendment”) and a related Overline Note (“Overline Note”) in the original principal amount of $5,000,000. The Amendment and Note memorialize an increase to the amount that may be drawn by the Company on the MBT revolving credit agreement from $17 million to $22 million. The total amount of borrowings under the facility as revised is now the Company’s calculated borrowing base or $22 million. The borrowing base calculation methodology remains unchanged.
The interest rate on borrowings under the facility that are less than $17 million remains at the greater of 2.50% or Prime minus 1%. The interest rate applicable to borrowings under the facility that exceed $17 million is the greater of 2.50% or Prime plus 0.5%. The commitment fee on unused borrowings below $17 million remains at 0.11%. The commitment fee on unused borrowings above $17 million is 0.20%. The Amendment also includes an additional covenant to the credit agreement, namely the requirement that the Company provide inventory appraisals for AirCo, AirCo Services and Worthington to MBT twice a year.
The Overline loan and commitment mature on the earlier of March 31, 2023 or the date on which the Company receives all funds from the Company’s Employee Retention Credit application (estimated at approximately $9.1 million) filed on or about January 24, 2022 plus the full receipt of the Company’s carryback tax refund for the year (estimated at approximately $2.6 million) filed on or about August 19, 2021. Both were applied for under different components of the CARES Act. It is not possible to estimate when, or if, these funds may be received.
Each of the Company subsidiaries that has guaranteed the MBT revolving facility executed a guaranty acknowledgment in which they agreed to guaranty the Overline Loan and acknowledged, among other things, that the Overline Loan would not impair the lenders rights under the previously executed guaranty or security agreement.
The foregoing summary of the terms of the Amendment and the Overline Loan is qualified in its entirety by reference to the Amendment, the form of Overline Note and the form of Guarantee Acknowledgment filed as Exhibits 10.1, 10.2 and 10.3 filed herewith, which are incorporated herein by reference.

Item 2.03.    Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

To the extent required by Item 2.03 of Form 8-K, the information contained in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03.

Updated Investor Presentation. The Company updated its investor presentation to potential investor groups for the purposes of use at an Investor Meeting in Zurich, Switzerland on June 8, 2022 and thereafter. A copy of the PowerPoint Presentation to be used by the Company for such presentations is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

The information contained in Item 7.01 to this Current Report on Form 8-K (including Exhibits 99.1) is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise be subject to the liabilities of that section. The information in this Item 7.01 (including Exhibits 99.1) shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, except as otherwise expressly stated in such filing.

Item 9.01 Financial Statements and Exhibits
10.1
10.2
10.3

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: June 14, 2022

AIR T, INC.


By: /s/ Brian Ochocki
Brian Ochocki, Chief Financial Officer




084126\039\6158792.v8 AMENDMENT NO. 1 TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT This AMENDMENT NO. 1 TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT dated as of June 9, 2022 (the “Amendment”), between Air T, Inc., a Delaware corporation (together with its successors and assigns, “Air T”), Jet Yard, LLC, an Arizona limited liability company (together with its successors and assigns, “Jet Yard”; and together with Air T being sometimes collectively referred to herein as the “Borrowers” and individually as a “Borrower”), and Minnesota Bank & Trust, a Minnesota state banking corporation (the “Lender”). RECITALS: A. The Borrowers and the Lender are parties to that certain Third Amended and Restated Credit Agreement dated as of August 31, 2021 (the “Original Agreement”), pursuant to which Lender has agreed to extend credit to the Borrowers under the terms and conditions set forth therein. B. The Borrowers have requested that the Lender amend the Original Agreement to provide for a short-term $5,000,000 line of credit commitment for Air T that would be in addition to the existing Revolving Credit Commitment under the Original Agreement. C. Subject to the terms and conditions of this Amendment, the Lender will agree to the foregoing request of the Borrowers. NOW, THEREFORE, the parties agree as follows: 1. Defined Terms. All capitalized terms used in this Amendment shall, except where the context otherwise requires, have the meanings set forth in the Original Agreement as amended hereby. 2. Amendments. (a) The definition of the terms “Loans”, “Loan Documents”, “Maturity Date”, “Notes” and “Revolving Credit Note” appearing in Section Article I of the Original Agreement are hereby amended in their respective entireties to read as follows: “ ‘Loan’ means any Overline Loan, Revolving Credit Loan, or Term Loan, as the context may require, and “Loans” means Overline Loans, Revolving Credit Loans or Term Loans, as the context may require. Loan Documents” means, collectively, this Agreement, the Security Agreement, the Guaranties, the Collateral Account Agreements, the Revolving Credit Note, the Overline Note, the Term Notes, the North Carolina Assignment, the North Carolina Deed of Trust, each Hedge Agreement and all DocuSign Envelope ID: 70B9FD62-0052-408A-BE24-C0025BA3E219


 
2 other agreements, documents, certificates and instruments executed and delivered to the Lender by any Loan Party or by any Pledgor Party in connection therewith. ‘Maturity Date’ means, the earlier of: (a) the date on which the Loans become due and payable under Section 8.02 upon the occurrence of an Event of Default; or (b) (i) the Overline Termination Date for the Overline Loans; (ii) the Revolving Credit Termination Date for the Revolving Credit Loans; (iii) August 30, 2031 for Term Loan A, Term Loan B and the Jet Yard Term Loan; (iv) January 1, 2028 for Term Loan D; or (v) June 1, 2025 for Term Loan E. ‘Note(s)’ means, individually or collectively, as the case may be, the Overline Note, the Revolving Credit Note and the Term Notes. ‘Revolving Credit Note’ means the Amended and Restated Revolving Credit Note in the original principal amount of $17,000,000.00, dated August 31, 2021, in the form provided by Lender, made by Air T payable to the order of the Lender, as such promissory note may be amended, modified or supplemented from time to time, and such term shall include any substitutions for, or renewals of, such promissory note.” (b) The definition of the term “Commitment” appearing in Article I of the Original Agreement is hereby replaced the following definition of the term “Commitment(s): “ ‘Commitment(s)’ means, individually or collectively, the Revolving Credit Commitment and the Overline Commitment.” (c) Article I of the Original Agreement is further amended by inserting definitions of the following terms in the appropriate alphabetical order: “ ‘CARES Act’ means the Coronavirus Aid, Relief, and Economic Security Act and applicable rules and regulations, as amended from time to time. ‘Employee Retention Tax Credit’ means the employee retention credit under Section 2301 of the Cares Act, as amended by Section 207 of the Relief Act. ‘First Amendment’ means that certain Amendment No. 1 to Third Amended and Restated Credit Agreement dated as of June 9, 2022, amending this Agreement. ‘First Amendment Effective Date’ means the ‘Effective Date’ of the First Amendment, as such term is therein defined. ‘Overline Commitment’ means the obligation of the Lender to make Overline Loans to Air T in an aggregate principal amount not to exceed DocuSign Envelope ID: 70B9FD62-0052-408A-BE24-C0025BA3E219


 
3 $5,000,000, as the same may be changed from time to time pursuant to the terms hereof. ‘Overline Commitment Fee’ has the meaning set forth in Section 2.11A of this Agreement. ‘Overline Commitment Period’ means the period of time commencing on the First Amendment Effective Date and ending on the earlier of (a) March 31, 2023 or (b) the date on which Air T has received (i) payment of federal income tax refunds in an amount of approximately $2,600,000, and (ii) Employee Retention Tax Credits in an amount not less than $9,151,904. ‘Overline Loans’ means any Loan made by the Lender under Section 2.04A. ‘Overline Note” means the Overline Note in the original principal amount of $5,000,000.00, dated June 9, 2022, in the form provided by Lender, made by Air T payable to the order of the Lender, as such promissory note may be amended, modified or supplemented from time to time, and such term shall include any substitutions for, or renewals of, such promissory note. ‘Overline Termination Date” means the earliest to occur of (a) March 31, 2023, (b) the date the Overline Commitment is permanently reduced to zero pursuant to Section 2.05A, and (c) the termination of the Overline Commitment pursuant to Section 8.02. ‘Relief Act’ means the Taxpayer Certainty and Disaster Tax Relief Act of 2020. (d) The first sentence of Section 2.03 is hereby amended in its entirety to read as follows: “Subject to the terms and conditions of this Agreement, the Lender agrees to make Revolving Credit Loans to Air T and to issue Letters of Credit for the account of Air T from time to time during the Revolving Credit Commitment Period in an aggregate principal amount at any one time outstanding not exceeding the lesser of (i) the amount of the Revolving Credit Commitment or (ii) (A) the Borrowing Base, minus (B) the outstanding principal balance of Overline Loans.” (e) Article II of the Original Agreement is hereby amended by inserting the following new Section 2.03A immediately following Section 2.03: “ Section 2.03A Overline Commitment. (a) Subject to the terms and conditions of this Agreement, the Lender agrees to make Overline Loans to Air T from time to time during the Overline DocuSign Envelope ID: 70B9FD62-0052-408A-BE24-C0025BA3E219


 
4 Commitment Period in an aggregate principal amount at any one time outstanding not exceeding the lesser of (i) the amount of the Overline Commitment or (ii) (A) the Borrowing Base, minus (B) the sum of (i) the outstanding principal balance of Revolving Credit Loans, plus (ii) the Letter of Credit Obligations. (b) Air T shall repay all outstanding Overline Loans on the Overline Termination Date.” (f) Section 2.04 of the Original Agreement is amended in its entirety to read as follows: “ Section 2.04 Procedures for Revolving Credit and Overline Borrowing. Air T shall either (a) submit a draw request to the Lender in writing or telephonically; or (b) use the Lender’s electronic banking systems to request each proposed borrowing in accordance with the requirements of such systems as may be in effect from time to time. Each such notice shall be effective upon receipt by the Lender, shall be irrevocable, and shall specify the date and amount of borrowing requested. At the request of the Lender, a telephonic request must be confirmed in writing by Air T within three (3) Business Days after such request. (a) Revolving Credit Loans. So long as (a) all conditions precedent set forth in Article IV with respect to such borrowing have been satisfied, (b) with respect to a request for a Revolving Credit Loan, both (1) the sum of (x) the outstanding principal balance of Revolving Loans, plus (y) the Letter of Credit Obligations at such time does not exceed the Revolving Credit Commitment and (2) the sum of (A) Total Usage plus (B) the outstanding principal balance of Overline Loans at such time does not exceed the Borrowing Base, in each case after giving effect to such Revolving Credit Loan, the Lender shall provide immediately available funds to Air T in the amount of such requested Revolving Credit Loan on the requested Borrowing Date by depositing such funds into the main operating depository account, maintained by Air T with the Lender. Each Revolving Credit Loan advance shall be on a Business Day. (b) Overline Loans. So long as (a) all conditions precedent set forth in Article IV with respect to such borrowing have been satisfied, (b) with respect to a request for an Overline Loan, both (1) the outstanding principal balance of Overline Loans at such time does not exceed the Overline Commitment, and (2) the sum of (A) Total Usage plus (B) the outstanding principal balance of Overline Loans at such time at such time does not exceed the Borrowing Base, in each case after giving effect to such Overline Loan, the Lender shall provide immediately available funds to Air T in the amount of such requested Overline Loan on the requested Borrowing Date by depositing such funds into the main operating depository account, maintained by Air T with the Lender. Each Overline Loan advance shall be on a Business Day.” DocuSign Envelope ID: 70B9FD62-0052-408A-BE24-C0025BA3E219


 
5 (g) Article II of the Original Agreement is further amended by inserting the following new Section 2.05A immediately following Section 2.05: “ Section 2.05A Termination or Reduction of Overline Commitment. Upon not less than three Business Days’ notice to the Lender, Air T shall have the right to terminate the Overline Commitment or, from time to time, to reduce the aggregate amount of the Overline Commitment; provided, that no such termination or reduction of the Overline Commitment shall be permitted if, after giving effect thereto and to any prepayments of the Overline Loans made on the effective date thereof, the outstanding principal balance of Overline Loans would exceed the Overline Commitment. Any such partial reduction shall be in an amount equal to $500,000, or a whole multiple thereof, and shall reduce permanently the Overline Commitment then in effect.” (h) Section 2.06 of the Original Agreement is amended by redesignating existing subsections (f) and (g) of such Section as subsections (g) and (f) and inserting a new subsection (f) to read as follows: “ (f) Overline Note. The Overline Loans made by the Lender shall be evidenced by a Overline Note in the initial amount of the Overline Commitment. The Overline Loans and the Overline Note shall mature and be payable at Maturity of the Overline Loans. The Lender shall enter in its records the amount of each of its Overline Loans, the rate of interest borne on such Overline Loans, and the payments of the Overline Loans received by the Lender, and such records shall be conclusive evidence of the subject matter thereof, absent manifest error.” (i) Section 2.07(a)(i) is amended in its entirety to read as follows: “ (i) Revolving Credit Loans and Overline Loans. Air T shall have the right, by giving written notice to the Lender by not later than 3:00 p.m. (Minneapolis time) on the Business Day of such payment, to voluntarily prepay the Revolving Credit Loans and the Overline Loans in whole or in part at any time without premium or penalty.” (j) Section 2.08(a) is amended in its entirety to read as follows: “ (a) Revolving Credit Loans and Overline Loans. (i) If, at any time, Total Usage exceeds the lesser of the Revolving Credit Commitment or the Borrowing Base, then Air T shall immediately prepay the Revolving Credit Loans and Cash Collateralize the Letter of Credit Obligations by the amount of such excess together with interest on the amount prepaid. (ii) If, at any time, the outstanding principal balance of Overline Loans exceeds the Overline Commitment then Air T shall DocuSign Envelope ID: 70B9FD62-0052-408A-BE24-C0025BA3E219


 
6 immediately prepay the Overline Loans by the amount of such excess together with interest on the amount prepaid. (iii) If, at any time, the sum of (A) Total Usage plus (B) the outstanding principal balance of Overline Loans exceeds the Borrowing Base, then Air T shall immediately prepay the Revolving Credit Loans and Overline Loans and Cash Collateralize the Letter of Credit Obligations by the amount of such excess together with interest on the amounts prepaid. Any prepayment required by this subsection shall be applied first to prepay the Revolving Loans, second to prepay the Overline Loans and the remainder of such prepayment, if any, shall be deposited in an interest- bearing account maintained at the Lender for application to Air T’s reimbursement obligations under Section 2.12(d) as payments are made on the Letters of Credit, with the balance, if any, to be applied to the other Obligations.” (k) Section 2.10 of the Original Agreement is amended by inserting a new subsection 2.10(c) to read as follows “ (c) Overline Loans. Air T agrees to pay interest on the outstanding principal amount of the Overline Loans at the rates and at the times specified in the Overline Note.” (l) Article II of the Original Agreement is further amended by inserting the following new Section 2.11A immediately following Section 2.11: “ Section 2.11A Overline Commitment Fee. Air T shall pay to the Lender a fee (the “Overline Commitment Fee”) in an amount determined by applying a rate of 0.20% per annum to the average daily excess of the Overline Commitment over the outstanding principal balance of the Overline Loans. Such Overline Commitment Fee shall be payable to the Lender in arrears on the last day of each calendar month after the First Amendment Effective Date and on the Overline Termination Date.” (m) Section 2.11(a) of the Original Agreement is hereby amended in its entirety to read as follows “ (a) Letter of Credit Commitment. Subject to the terms and conditions hereinafter set forth, the Lender agrees to issue stand-by letters of credit (the “Letters of Credit”) from time to time on terms reasonably acceptable to the Lender on any Business Day during the period from the date hereof and ending on the Revolving Credit Termination Date; provided, however, that the Lender shall not be required to issue any Letter of Credit if, after giving effect to such issuance: (i) the Total Usage would exceed the Revolving Credit Commitment; (ii) the sum of (A) the Total Usage plus (B) the outstanding principal balance of Overline Loans would exceed the Borrowing Base; or (iii) the Letter of Credit Obligations would exceed the Letter of Credit Commitment.” DocuSign Envelope ID: 70B9FD62-0052-408A-BE24-C0025BA3E219


 
7 (n) Section 6.01(b) of the Original Agreement is amended to change the required number of days after the end of each fiscal quarter for providing the unaudited financial statements of Air T described therein from “45 days” to “60 days”; (o) Section 6.02(c) of the Original Agreement is amended to change the required number of days set forth in subsection (ii) of such Section after the end of the second fiscal quarter of each fiscal year for providing the Compliance Certificate described therein from “45 days” to “60 days”; (p) Article VI of the Original Agreement is further amended by inserting a new Section 6.13 immediately following Section 6.12 to read as follows: “ Section 6.13 Inventory Appraisal. By not later than 45 days after Air T’s fiscal quarters ending December 31 and March 31 of each year, the Borrowers shall deliver to the Lender an appraisal of the inventories of Airco, LLC, Airco Services, LLC, Air T, Worthington Aviation, LLC and Worthington MRO, LLC, in form and substance acceptable to Lender in its sole and absolute discretion prepared by a nationally-recognized independent appraisal firm approved by the Lender in its sole and absolute discretion. All costs of obtaining such inventory appraisals shall be jointly and severally paid by the Borrowers.” (q) Section 8.02 of the Original Agreement is amended by replacing each occurrence therein of “Commitment” with “Commitments”. (r) the form of Borrowing Base Certificate attached as Exhibit B to the Original Agreement is amended in its entirety to conform with the form of Borrowing Base Certificate (Amended 6/2022) attached as Exhibit B to this Amendment; 3. Conditions to Effectiveness. This Amendment shall become effective on the date (the “Effective Date”) when, and only when, the Lender shall have received: (a) this Amendment, duly executed by a Responsible Officer of each Borrower; (b) the Overline Note, in the form provided by Lender, duly executed by a Responsible Officer of Air T; (c) a certificate of the secretary of each Borrower in the form provided by the Bank, appropriately completed and duly executed by such Borrower’s secretary; (d) an Acknowledgment and Agreement, in the form provided by the Lender, duly executed by each Guarantor that is not a Borrower; (e) an Acknowledgment and Agreement, in the form provided by the Lender, duly executed by Jet Yard; (f) a non-refundable amendment fee in the amount of $5,000, payable in DocuSign Envelope ID: 70B9FD62-0052-408A-BE24-C0025BA3E219


 
8 immediately available funds; (g) a certificate of good standing for Air T issued by the office of the Delaware Secretary of State; (h) a certificate of good standing for Jet Yard issued by the office of the Arizona Secretary of State; and (i) such other documents as the Lender may reasonably request. 4. Representations and Warranties. To induce the Lender to enter into this Amendment, the Borrowers jointly and severally represent and warrant to the Lender as follows: (a) The execution, delivery and performance by the Borrowers of this Amendment, the Overline Note and any other Loan Document to which either or both Borrowers is a party have been duly authorized by all necessary corporate, or as the case may be, limited liability company, action, do not require any approval or consent of, or any registration, qualification or filing with, any government agency or authority or any approval or consent of any other person (including, without limitation, any shareholder), do not and will not conflict with, result in any violation of or constitute any default under, any provision of either Borrower’s formation or governance documents, any agreement binding on or applicable to either Borrower or either Borrower’s property, or any law or governmental regulation or court decree or order, binding upon or applicable to either Borrower or of any of either Borrower’s property and will not result in the creation or imposition of any security interest or other lien or encumbrance in or on any of its property pursuant to the provisions of any agreement applicable to either Borrower or either Borrower’s property; (b) The representations and warranties contained in the Original Agreement are true and correct as of the date hereof as though made on that date except: (i) to the extent that such representations and warranties relate solely to an earlier date; and (ii) that the representations and warranties set forth in Section 5.04 of the Original Agreement to the audited annual financial statements and internally-prepared interim financial statements of Air T shall be deemed to be a reference to the audited financial statements and interim financial statements, as the case may be, of Air T most recently delivered to the Lender pursuant to Section 6.01(a) or 6.01(b) of the Original Agreement; (c) No events have taken place and no circumstances exist at the date hereof which would give either or both Borrowers the right to assert a defense, offset or counterclaim to any claim by the Lender for payment of the Obligations; (d) The Original Agreement, as amended by this Amendment, and each other Loan Document to which any Borrower is a party are the legal, valid and binding obligations of such Loan Party and are enforceable in accordance with their respective terms, subject only to bankruptcy, insolvency, reorganization, moratorium or similar laws, rulings or decisions at the time in effect affecting the enforceability of rights of creditors generally and to general equitable principles which may limit the right to obtain equitable remedies; DocuSign Envelope ID: 70B9FD62-0052-408A-BE24-C0025BA3E219


 
9 (e) The Loan Parties (i) have submitted all the required income tax and other forms, exhibits, certificates and other materials necessary in order to qualify for federal income tax refunds in an amount of approximately $2,600,000 and Employee Retention Tax Credits in an aggregate amount that is not less than $9,151,904, and (ii) have no reason to believe that such payments will not be received on or before March 31, 2023; and (f) Before and after giving effect to this Amendment, there does not exist any Default or Event of Default. 5. Release. The Borrowers hereby jointly and severally release and forever discharge the Lender and its successors, assigns, directors, officers, agents, employees and participants from any and all actions, causes of action, suits, proceedings, debts, sums of money, covenants, contracts, controversies, claims and demands, at law or in equity, which either or both Borrowers ever had or now has against the Lender or its successors, assigns, directors, officers, agents, employees or participants by virtue of the Lender’s relationship to the Borrowers in connection with the Loan Documents and the transactions related thereto 6. Reference to and Effect on the Loan Documents. (a) From and after the date of this Amendment, each reference in the Original Agreement to “this Agreement”, “hereunder”, “hereof”, “herein” or words of like import referring to the Original Agreement, and each reference to the “Credit Agreement”, the “Credit Agreement”, “thereunder”, “thereof”, “therein” or words of like import referring to the Original Agreement in any other Loan Document shall mean and be a reference to the Original Agreement as amended hereby; and except as specifically set forth above, the Original Agreement remains in full force and effect and is hereby ratified and confirmed. (b) The execution, delivery and effectiveness of this Amendment shall not, except as expressly provided herein, operate as a waiver of any right, power or remedy of the Lender under the Agreement or any other Loan Document, nor constitute a waiver of any provision of the Agreement or any such other Loan Document. 7. Costs, Expenses and Taxes. The Borrowers jointly and severally agree to pay on demand all costs and expenses of the Lender in connection with the preparation, reproduction, execution and delivery of this Amendment and the other documents to be delivered hereunder or thereunder, including their reasonable attorneys’ fees and legal expenses. In addition, the Borrowers shall pay any and all stamp and other taxes and fees payable or determined to be payable in connection with the execution and delivery, filing or recording of this Amendment and the other instruments and documents to be delivered hereunder and agrees to save the Lender harmless from and against any and all liabilities with respect to, or resulting from, any delay in the Borrowers’ paying or omission to pay, such taxes or fees. 8. Governing Law. THE VALIDITY, CONSTRUCTION AND ENFORCEABILITY OF THIS AMENDMENT SHALL BE GOVERNED BY THE INTERNAL LAWS OF THE STATE OF MINNESOTA, WITHOUT GIVING EFFECT TO DocuSign Envelope ID: 70B9FD62-0052-408A-BE24-C0025BA3E219


 
10 CONFLICT OF LAWS PRINCIPLES THEREOF. 9. Headings. Section headings in this Amendment are included herein for convenience of reference only and shall not constitute a part of this Amendment for any other purpose. 10. Counterparts. This Amendment may be executed in counterparts and by separate parties in separate counterparts, each of which shall be an original and all of which taken together shall constitute one and the same document. Receipt by telecopy, pdf file or other electronic means of any executed signature page to this Amendment shall constitute effective delivery of such signature page. 11. Recitals. The Recitals hereto are incorporated herein by reference and constitute a part of this Amendment. [SIGNATURE PAGE FOLLOWS] DocuSign Envelope ID: 70B9FD62-0052-408A-BE24-C0025BA3E219


 
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed as of the date first above. Air T, Inc., a Delaware corporation By: Name: Brian Ochocki Title: Chief Financial Officer Jet Yard, LLC, an Arizona limited liability company By: Stratus Aero Partners, LLC Its: Sole Member By: Air T, Inc., a Delaware corporation Its: Manager By: Name: Mark Jundt Its: Secretary Minnesota Bank & Trust, a Minnesota state banking corporation By_____________________ Name: Dianne Wegscheid Title: Senior Vice President/Commercial Team Lead [Signature page Amendment No. 1 to Third Amended and Restated Credit Agreement] DocuSign Envelope ID: 70B9FD62-0052-408A-BE24-C0025BA3E219


 
EXHIBIT B Borrowing Base Certificate (Amended 6/2022) Minnesota Bank & Trust 9800 Bren Road East, Suite 200 Minnetonka, MN 55343 Attention: Ms. Dianne Wegscheid, SVP Computed as of: _______________________ Report Number: _______ The undersigned is the Borrower under that certain Third Amended and Restated Credit Agreement, dated as of August 31, 2021 (such Third Amended and Restated Credit Agreement, as amended to date and as it may be further amended, modified, supplemented or restated from time to time being the “Credit Agreement”; capitalized terms not otherwise defined herein being used as therein defined) between AIR T, INC. (the “Borrower”) and MINNESOTA BANK & TRUST (the “Lender”). The Borrower hereby reaffirms all representations and warranties to the Credit Agreement and certifies and warrants that the Borrower and the other Loan Parties hold, subject to the security interest of the Lender under the Agreement, and the other Loan Documents, the following Collateral computed on a consolidated basis as of _____________ __, 202_. A. ACCOUNTS RECEIVABLE 1. Accounts Receivable Balance as of period ending above $__________ 2. Less: Ineligible Accounts a. Receivables over 120 days past invoice date $___________ b. 10% redline rule $ c. Insolvent $ d. Foreign $ e. Affiliated $ f. Contras $ g. U.S. Government $ h. Bonded $ i. State, county, municipality $ j. Customer deposits $_____________ k. Excess of concentration limit for account debtor $_____________ l. Other miscellaneous $____________ 3. TOTAL Ineligibles ($__________) 4. Total Eligible Accounts (Line A.1 – Line A.3) $___________ 5. Eligible Accounts Loan Value at 75% of Line A.4. $___________ DocuSign Envelope ID: 70B9FD62-0052-408A-BE24-C0025BA3E219


 
B. INVENTORY Report dated (see attached) 1. Raw Materials and Finished Goods Inventory $ 2. Less: a. Discontinued $_______________ b. Stored at a location w/out appropriate landlord/bailee/warehouseman’s waiver $_______________ c. Consigned to a Loan Party d. Inventory consigned by a Loan Party that does not comply with all Consigned Inventory Requirements $_______________ 3. Total Ineligibles $_____________ 4. Total Eligible Raw Materials and Finished Goods Inventory (Line B.1-Line B.3) $______________ 5. Eligible Raw Materials and Finished Goods Inventory Loan Value @ 50% of Line B.4 $______________ 6. GGS Titled Vehicles Inventory $____________ 7. Less: a. Discontinued $_______________ b. Stored at a location w/out appropriate landlord/bailee/warehouseman’s waiver $_______________ c. Consigned to a Loan Party d. Inventory consigned by a Loan Party that does not comply with all Consigned Inventory Requirements $_______________ 8. Total Ineligible GGS Titled Vehicles Inventory $_____________ 9. Total Eligible GGS Titled Vehicles Inventory (Line B.6-Line B.8) $______________ 10. Eligible GGS Titled Vehicles Inventory Loan Value @ 40% of Line B.4 $______________ 11. Eligible Inventory Loan Value (Line B5 + B.10) 1 1 Not to exceed 75% of Total Borrowing Base DocuSign Envelope ID: 70B9FD62-0052-408A-BE24-C0025BA3E219


 
C. Borrowing Base: 1. (Line A.4 + Line B.11) $______________ D. Availability/Amount to be Repaid2: 1. Total Usage (Outstanding principal balance of Revolving Loans + Letter of Credit Obligations) $_______________ 2. Revolving Credit Commitment $17,000,000 3. Borrowing Base (Line C.1.) 4A. Availability (Amount by which the lesser of [Line D.2 and Line D.3] exceeds Line D.1) $_______________ 4B. Amount to be repaid and Letters of Credit to be cash collateralized (Amount by which Line D.1 exceeds the lesser of [Line D.2 and Line D.3]) $_______________ D. Availability/Amount to be Repaid3 1. Total Usage (Outstanding principal balance of Revolving Loans + Letter of Credit Obligations) $_______________ 2. Revolving Credit Commitment $17,000,000 3. Available Borrowing Base for Revolving Loans and Letters of Credit (Line C.1. – Line D.5) 4A. Revolving Credit Loan Availability (Amount by which the lesser of [Line D.2 and Line D.3] exceeds Line D.1) $_______________ 4B. Amount of Revolving Credit Loans to be repaid and Letters of Credit to Cash Collateralized (Amount by which Line D.1 exceeds the lesser of [Line D.2 and Line D.3]) $_______________ 5. Outstanding principal balance 2 To be used after the Overline Commitment has terminated. 3 To be used when the Overline Commitment is active. DocuSign Envelope ID: 70B9FD62-0052-408A-BE24-C0025BA3E219


 
of Overline Loans 6. Overline Commitment $5,000,000 7.Available Borrowing Base for Overline Loans (Line C.1 – Total Usage – Line D.5) 8. Amount of Overline Loans to be repaid (Amount by which Line D.5 exceeds the lesser of Line D.6 and Line D.7 The undersigned further certifies and warrants that (a) the Borrower has received federal income tax refunds in the amount of $___________ during the current Fiscal Year, the Borrower has been awarded Employee Retention Tax Credits in the aggregate amount of $_____________ during the current Fiscal Year, and (c) no Event of Default is existing as of the date hereof and, to the best knowledge and belief of the officer of Air T executing this Borrowing Base Certificate, there has not been (except as may otherwise indicated below) any change to the information set forth above since the computation date specified above which would materially reduce the amounts shown if such amounts were computed as of the date of this Borrowing Base Certificate and all of the information provided on: (a) the Inventory report attached as Schedule A to this Borrowing Base Certificate and (b) the Other Investments report attached as Schedule B to this Borrowing Base Certificate, is true and correct as of the date hereof. AIR T, INC. By Title: Date: _________ DocuSign Envelope ID: 70B9FD62-0052-408A-BE24-C0025BA3E219


 
Schedule A to Borrowing Base Certificate Inventory Report as of _________________ [see attached] DocuSign Envelope ID: 70B9FD62-0052-408A-BE24-C0025BA3E219


 
Schedule B to Borrowing Base Certificate Other Investments Report as of _________________ [see attached] DocuSign Envelope ID: 70B9FD62-0052-408A-BE24-C0025BA3E219


 
6164796.v4 OVERLINE NOTE U.S. $5,000,000.00 Dated as of June 9, 2022 Minnetonka, Minnesota FOR VALUE RECEIVED, on the Overline Termination Date (as defined in the Credit Agreement hereinafter defined) the undersigned, AIR T, INC., a Delaware corporation (the “Maker”), promises to pay to the order of MINNESOTA BANK & TRUST, a Minnesota state banking corporation (the “Lender”), the principal sum of FIVE MILLION AND NO/100THS DOLLARS (U.S. $5,000,000.00) or, if less, the aggregate unpaid principal amount of all Overline Loans (as hereinafter defined) made by the Lender to the Maker pursuant to the Credit Agreement. Interest. The Maker promises to pay interest on the unpaid principal amount hereof from the date hereof until such principal amount is paid in full at a fluctuating annual rate of interest equal to the greater of (a) 2.50% or (b) the sum of (i) the Prime Rate (hereinafter defined), as in effect on the date hereof and as the same may adjust from time to time, plus (ii) 0.50%. Interest accrued during each calendar month shall be due and payable on the first day of the following calendar month, with the first such interest payment due on July 1, 2022. Interest shall also be payable at maturity and interest accrued after maturity shall be payable on demand. The term “Prime Rate” shall mean the prime rate published in the money rates section of the Wall Street Journal, floating, and changing with each change of such published rate, or if the Wall Street Journal ceases to publish such rate, as published in the Federal Reserve Board’s Statistical Release H. 15. If the Prime Rate becomes unavailable during the term of this loan, Lender may designate a substitute index after notifying Maker. Lender will tell Maker the current Index rate upon Maker’s request. Maker understands that Lender may make loans based on other rates as well. Interest on the unpaid principal balance of this Note will be calculated as described in the “INTEREST CALCULATION METHOD” paragraph. NOTICE: under no circumstances will the interest rate on this Note be more than the maximum rate allowed by applicable law. Payments. Both principal and interest are payable in lawful money of the United States of America to the Lender at 9800 Bren Road East, Suite 200, Minnetonka, MN 55343 (or other location specified by the Lender) in immediately available funds. By its execution of this Note, the Maker authorizes the Lender to charge from time to time against any of Maker’s depository accounts maintained with the Lender any such payments when due and the Lender will use its reasonable efforts to notify the Maker of such charges. Interest Calculation Method. Interest on this Note shall be calculated on the basis of a 360-day year and the actual number of days elapsed in any portion of a month in which interest is due. If any payment to be made by the Maker hereunder shall become due on a day other than a DocuSign Envelope ID: 70B9FD62-0052-408A-BE24-C0025BA3E219


 
OVERLINE NOTE Page 2 U.S. $5,000,000.00 June 9, 2022 Business Day, such payment shall be made on the next succeeding Business Day. Prepayment; Minimum Interest Charge. In any event, even upon full prepayment of this Note, Maker understands that Lender is entitled to a minimum interest charge of $10.00. Other than Maker’s obligations to pay any minimum interest charge, Maker may pay without penalty all or a portion of the amount earlier than it is due. Early payments will not, unless agreed to by Lender in writing, relieve Maker of Maker’s obligation to continue to make payments of accrued unpaid interest. Rather, early payment will reduce the principal balance due. Maker agrees not to send Lender payments marked “paid in full”, “without recourse”, or similar language. If Maker sends such a payment, Lender may accept it without losing any of Lender’s rights under this Note, and Maker will remain obligated to pay any further amount owed to Lender. All written communications concerning disputed amounts, including any check or other payment instrument that indicates that the payment constitutes “payment in full” of the amount owed or that is tendered with other conditions or limitations or as full satisfaction of a disputed amount must be mailed or delivered to: Minnesota Bank & Trust, 9800 Bren Road East, Suite 200, Minnetonka, MN 55343. Late Charge. If a payment due hereunder is not made within seven days after the date when due, Maker shall pay to Lender a late payment charge of 5% of the amount of the overdue payment to compensate Lender for a portion of the cost related to handling the overdue payment. Interest After Default. Upon the occurrence of an Event of Default, including failure to pay upon final maturity, the interest rate on this Note shall be increased by adding an additional 3.000 percentage point margin (“Default Rate Margin”). The Default Rate Margin shall also apply to each succeeding interest rate change that would have applied had there been no default. However, in no event will the interest rate exceed the maximum interest rate limitations under applicable law. Credit Agreement. This Note is the Overline Note referred to in, and is entitled to the benefits of, the Third Amended and Restated Credit Agreement dated as of August 31, 2021 (as amended, modified, supplemented or restated from time to time being the “Credit Agreement”; capitalized terms not otherwise defined herein being used herein as therein defined) between the Maker, its co-Borrower, Jet Yard, LLC, an Arizona limited liability company, and the Lender. The Credit Agreement, among other things, (i) provides for the making of Overline Loans (the “Overline Loans”) by the Lender to the Maker from time to time in an aggregate amount not to exceed at any time outstanding the dollar amount first above mentioned, the indebtedness of the Maker resulting from each such Overline Loan being evidenced by this Note; (ii) contains provisions for DocuSign Envelope ID: 70B9FD62-0052-408A-BE24-C0025BA3E219


 
OVERLINE NOTE Page 3 U.S. $5,000,000.00 June 9, 2022 acceleration of the maturity hereof upon the happening of certain stated events prior to the maturity hereof upon the terms and conditions therein specified; and (iii) contains provisions for the mandatory prepayment hereof upon certain conditions. Security Agreement. This Note is secured by, among other things, that certain Amended and Restated Security Agreement dated as of August 31, 2021, executed by the Maker and certain of its Subsidiaries in favor of the Lender. Waiver of Presentment and Demand for Payment; Etc. Maker and any endorsers or guarantors hereof severally waive presentment and demand for payment, notice of intent to accelerate maturity, protest or notice of protest and non-payment, bringing of suit and diligence in taking any action to collect any sums owing hereunder or in proceeding against any of the rights and properties securing payment hereunder, and expressly agree that this Note, or any payment hereunder, may be extended from time to time, and consent to the acceptance of further security or the release of any security for this Note, all without in any way affecting the liability of Maker and any endorsers or guarantors hereof. No extension of time for the payment of this Note, or any installment thereof, made by agreement by Lender with any Person now or hereafter liable for the payment of this Note, shall affect the original liability under this Note of the undersigned, even if the undersigned is not a party to such agreement. Event of Default. Any “Event of Default” (as defined in the Credit Agreement) shall constitute an Event of Default under this Note. Upon the occurrence of an Event of Default, in addition to any other rights or remedies Lender may have at law or in equity or under the Credit Agreement or under any other Loan Document, Lender may, at its option, without notice to Maker, declare immediately due and payable the entire unpaid principal sum hereof, together with all accrued and unpaid interest thereon plus any other sums owing at the time of such Event of Default pursuant to this Note, the Security Agreement or any other Loan Document. The failure to exercise the foregoing or any other options shall not constitute a waiver of the right to exercise the same or any other option at any subsequent time in respect of the same event or any other event. The acceptance by the holder of any payment hereunder which is less than payment in full of all amounts due and payable at the time of such payment shall not constitute a waiver of the right to exercise any of the foregoing options at that time or at any subsequent time. Expense Reimbursement. Maker agrees to pay all expenses for the preparation of this Note, as set forth in the Credit Agreement, including exhibits, and any amendments to this Note as may from time to time hereafter be required, and the reasonable attorneys’ fees and legal expenses of counsel for Lender from time to time incurred in connection with the preparation and execution DocuSign Envelope ID: 70B9FD62-0052-408A-BE24-C0025BA3E219


 
OVERLINE NOTE Page 4 U.S. $5,000,000.00 June 9, 2022 of this Note and any document relevant to this Note, any amendments hereto or thereto, and the consideration of legal questions relevant hereto and thereto. Maker agrees to reimburse Lender upon demand for all reasonable out-of-pocket expenses (including attorneys’ fees and legal expenses) in connection with Lender’s enforcement of the obligations of the Maker hereunder or under the Security Agreement or any other collateral document, whether or not suit is commenced including, without limitation, attorneys’ fees and legal expenses in connection with any appeal of a lower court’s order or judgment. The obligations of the Maker under this paragraph shall survive any termination of the Credit Agreement, this Note, the Security Agreement, and any other Loan Document. Successors and Assigns. This Note shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns except that Maker may not assign or transfer its rights hereunder without the prior written consent of Lender, which consent may be withheld in Lender’s sole discretion. In connection with the actual or prospective sale by the Lender of any interest or participation in the loan obligation evidenced by this Note, Maker hereby authorizes the Lender to furnish any information concerning the Maker or any of its affiliates, however acquired, to any Person or entity. Usury. Maker and Lender agree that no payment of interest or other consideration made or agreed to be made by Maker to Lender pursuant to this Note shall, at any time, be in excess of the maximum rate of interest permissible by law. In the event such payments of interest or other consideration provided for in this Note shall result in an effective rate of interest which, for any period of time, is in excess of the limit of the usury or any other law applicable to the loan evidenced hereby, all sums in excess of those lawfully collectible as interest for the period in question shall, without further agreement or notice between or by any party hereto, be applied to the unpaid principal balance and not to the payment of interest; if a surplus remains after full payment of principal and lawful interest, the surplus shall be remitted by Lender to Maker, and Maker hereby agrees to accept such remittance. This provision shall control every other obligation of the Maker and Lender relating to this Note. Business Purpose Loan. The Loan is a business loan. Maker hereby represents that this loan is for commercial use and not for personal, family or household purposes. The Maker agrees that the Loan evidenced by this Note is an exempted transaction under the Truth In Lending Act, 15 U.S.C., §1601, et seq. DocuSign Envelope ID: 70B9FD62-0052-408A-BE24-C0025BA3E219


 
OVERLINE NOTE Page 5 U.S. $5,000,000.00 June 9, 2022 Governing Law. THE VALIDITY, CONSTRUCTION AND ENFORCEABILITY OF THIS NOTE SHALL BE GOVERNED BY THE INTERNAL LAWS OF THE STATE OF MINNESOTA, WITHOUT GIVING EFFECT TO CONFLICT OF LAWS PRINCIPLES THEREOF. WAIVER OF DEFENSES. OTHER THAN CLAIMS BASED UPON THE FAILURE OF THE LENDER TO ACT IN A COMMERCIALLY REASONABLE MANNER, THE MAKER WAIVES EVERY PRESENT AND FUTURE DEFENSE (OTHER THAN THE DEFENSE OF PAYMENT IN FULL), CAUSE OF ACTION, COUNTERCLAIM OR SETOFF WHICH THE MAKER MAY NOW HAVE OR HEREAFTER MAY HAVE TO ANY ACTION BY THE LENDER IN ENFORCING THIS NOTE OR ANY OF THE LOAN DOCUMENTS. THIS PROVISION IS A MATERIAL INDUCEMENT FOR THE LENDER GRANTING ANY FINANCIAL ACCOMMODATION TO THE MAKER. Waiver of Right to Jury Trial; Venue. MAKER AND THE LENDER (BY ITS ACCEPTANCE OF THIS NOTE), HAVING BEEN REPRESENTED BY COUNSEL, EACH KNOWINGLY AND VOLUNTARILY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY ACTION RELATING TO OR ARISING FROM THIS NOTE. AT THE OPTION OF LENDER, THIS NOTE MAY BE ENFORCED IN ANY UNITED STATES DISTRICT COURT FOR THE DISTRICT OF MINNESOTA OR THE STATE COURT SITTING IN HENNEPIN OR RAMSEY COUNTY, MINNESOTA. MAKER CONSENTS TO THE JURISDICTION AND VENUE OF ANY SUCH COURT AND WAIVES ANY ARGUMENT THAT VENUE IN SUCH FORUMS IS NOT PROPER OR CONVENIENT. IN THE EVENT AN ACTION IS COMMENCED IN ANOTHER JURISDICTION OR VENUE UNDER ANY TORT OR CONTRACT THEORY ARISING DIRECTLY OR INDIRECTLY FROM THE RELATIONSHIP CREATED BY THIS NOTE, LENDER, AT ITS OPTION, SHALL BE ENTITLED TO HAVE THE CASE TRANSFERRED TO ONE OF THE JURISDICTIONS AND VENUES ABOVE DESCRIBED, OR IF SUCH TRANSFER CANNOT BE ACCOMPLISHED UNDER APPLICABLE LAW, TO HAVE SUCH CASE DISMISSED WITHOUT PREJUDICE. DocuSign Envelope ID: 70B9FD62-0052-408A-BE24-C0025BA3E219


 
OVERLINE NOTE Page 6 U.S. $5,000,000.00 IN WITNESS WHEREOF, the Maker has caused this Overline Note to be signed by its duly authorized officer in favor of Minnesota Bank & Trust and to be dated as of the date set forth above. AIR T, INC., a Delaware corporation By: Name: Brian Ochocki Its: Chief Financial Officer DocuSign Envelope ID: 70B9FD62-0052-408A-BE24-C0025BA3E219


 
084126\039\6159125.v4 ACKNOWLEDGMENT AND AGREEMENT Dated: June 9, 2022. Each of the undersigned has (a) guaranteed the payment and performance of all obligations of Air T, Inc., a Delaware corporation (together with its successors and assigns, “Air T”), Jet Yard, LLC, an Arizona limited liability company (together with its successors and assigns, “Jet Yard”; and together with Air T being sometimes collectively referred to herein as the “Borrowers” and individually as a “Borrower”), to MINNESOTA BANK & TRUST, a Minnesota state banking corporation (the “Lender”), pursuant to the terms of an Amended and Restated Guaranty dated as of August 31, 2021 (the “Guaranty”), jointly and severally made by the undersigned in favor of the Lender, which obligations include, without limitation, all “Obligations” (as defined in the Original Agreement described below) of the Borrowers to the Lender pursuant to that certain Third Amended and Restated Credit Agreement dated as of August 31, 2021 (the “Original Agreement”), between the Borrowers and the Lender, and (b) granted a first priority security interest in its assets to the Lender as collateral for such Obligations pursuant to the terms of that certain Amended and Restated Security Agreement dated as of August 31, 2021 (the “Security Agreement”). Each of the undersigned acknowledges that it has received a copy of the proposed Amendment No. 1 to Third Amended and Restated Credit Agreement dated to be effective as of June 9, 2022 (the “Amendment”; capitalized terms not otherwise defined herein being used herein as defined in the Original Agreement as amended by the Amendment) providing for a commitment by the Lender to make “Overline Loans” in the aggregate principal amount of up to $5,000,000 and amending certain other terms of the Original Agreement. Each of the undersigned (a) confirms that both the Guaranty and the Security Agreement remain in full force and effect, (b) agrees and acknowledges that the Amendment shall not in any way impair or limit the rights of the Lender under the Guaranty or under the Security Agreement, and (c) hereby acknowledges and agrees that (i) pursuant to the Guaranty, the Guarantors jointly and severally guaranty the payment and performance of all Obligations under the Original Agreement as amended by the Credit Agreement, including, without limitation, the repayment of the Overline Loans, and (ii) pursuant to the Security Agreement each of the undersigned continues to grant a security interest to the Lender in the “Collateral” covered thereby to secure all Obligations of the Borrowers to the Lender, including, without limitation, all Loans now or hereafter made by the Lender under the Original Agreement as amended by the Credit Agreement. Each of the undersigned agrees that each reference to the “Credit Agreement”, the “Loan Agreement”, “therein”, “thereof”, “thereby” or words of similar effect referring to the Credit Agreement in any Loan Document to which such undersigned is a party shall mean and be a reference to the Original Agreement, as amended by the Amendment. Each of the undersigned: (a) represents and warrants to the Lender that no events have taken place and no circumstances exist at the date hereof which would give such undersigned the right to assert a defense, offset or counterclaim to any claim by the Lender for payment of the Obligations guaranteed by such undersigned or for the enforcement of the Guaranty; and (b) hereby releases and forever discharges the Lender and its successors, assigns, directors, officers, agents, employees and participants from any and all actions, causes of action, suits, proceedings, DocuSign Envelope ID: 70B9FD62-0052-408A-BE24-C0025BA3E219


 
debts, sums of money, covenants, contracts, controversies, claims and demands, at law or in equity, which such undersigned ever had or now has against the Lender or its successors, assigns, directors, officers, agents, employees or participants by virtue of their relationship to the Borrowers or any of the undersigned in connection with the Loan Documents and the transactions related thereto. Nothing in this Acknowledgment and Agreement requires the Lender to obtain the consent of any of the undersigned to any future amendment, modification or waiver to the Original Agreement, as amended by the Amendment, or any other Loan Document to which such undersigned is a party except as expressly required by the terms of the Loan Documents to which such undersigned is a party. This Acknowledgment and Agreement may be executed in counterparts and by separate parties in separate counterparts, each of which shall be an original and all of which taken together shall constitute one and the same document. The delivery of a facsimile, pdf or other digital copy of an executed counterpart of this Acknowledgment and Agreement shall be deemed to be valid execution and delivery of this Acknowledgment and Agreement. [SIGNATURE PAGES FOLLOW] DocuSign Envelope ID: 70B9FD62-0052-408A-BE24-C0025BA3E219


 
[Guarantor Acknowledgment and Agreement Signature Page] Each of the undersigned has executed this Acknowledgment and Agreement to be effective as of the first date set forth above. AIRCO, LLC By: Name: Mark Jundt Title: Secretary AIR T GLOBAL LEASING, LLC By: Name: Mark Jundt Title: Secretary AIRCO SERVICES, LLC By: Name: Mark Jundt Title: Secretary AIRCO 2, LLC By: AIRCO, LLC Its: Sole Member By: Name: Mark Jundt Title: Secretary DocuSign Envelope ID: 70B9FD62-0052-408A-BE24-C0025BA3E219


 
[Guarantor Acknowledgment and Agreement Signature Page] Air’Zona Aircraft Services, LLC By: Name: Mark Jundt Title: Secretary CSA AIR, INC. By: Name: Mark Jundt Title: Secretary GLOBAL GROUND SUPPORT, INC. By: Name: Mark Jundt Title: Secretary JET YARD SOLUTIONS, LLC By: Stratus Aero Partners, LLC Its: Sole Member By: Air T, Inc., a Delaware corporation Its: Manager By: Name: Mark Jundt Its: Secretary MOUNTAIN AIR CARGO, INC. By: Name: Mark Jundt Title: Secretary DocuSign Envelope ID: 70B9FD62-0052-408A-BE24-C0025BA3E219


 
[Guarantor Acknowledgment and Agreement Signature Page] SPACE AGE INSURANCE COMPANY By: Name: Mark Jundt Title: Secretary STRATUS AERO PARTNERS, LLC By: Air T, Inc., a Delaware corporation Its: Manager By: Name: Mark Jundt Its: Secretary WORTHINGTON AVIATION, LLC By: Name: Mark Jundt Its: Secretary DocuSign Envelope ID: 70B9FD62-0052-408A-BE24-C0025BA3E219


 
084126\039\6166851.v2 ACKNOWLEDGMENT AND AGREEMENT Dated: June 9, 2022. The undersigned, Jet Yard, LLC, an Arizona limited liability company (the “Guarantor”) has (a) guaranteed the payment and performance of all obligations of its affiliate, Air T, Inc., a Delaware corporation (together with its successors and assigns, “Air T”), to MINNESOTA BANK & TRUST, a Minnesota state banking corporation (the “Lender”), pursuant to the terms of a Guaranty dated as of August 31, 2021 (the “Guaranty”) executed by the Guarantor in favor of the Lender, which obligations include, without limitation, all “Obligations” (as defined in the Original Agreement described below) of Air T to the Lender pursuant to that certain Third Amended and Restated Credit Agreement dated as of August 31, 2021 (the “Original Agreement”), between the Guarantor and Air T as the “Borrower” parties and the Lender, and (b) granted a first priority security interest in its assets to the Lender as collateral for such Obligations pursuant to the terms of that certain Amended and Restated Security Agreement dated as of August 31, 2021 (the “Security Agreement”). The Guarantor acknowledges that it has received a copy of the proposed Amendment No. 1 to Third Amended and Restated Credit Agreement dated to be effective as of June 9, 2022 (the “Amendment”) providing for a commitment by the Lender to make “Overline Loans” in the aggregate principal amount of up to $5,000,000 to Air T and amending certain other terms of the Original Agreement. The Guarantor (a) confirms that both the Guaranty and the Security Agreement remain in full force and effect, (b) agrees and acknowledges that the Amendment shall not in any way impair or limit the rights of the Lender under the Guaranty or under the Security Agreement, and (c) hereby acknowledges and agrees that (i) pursuant to the Guaranty, the Guarantor guarantees the payment and performance of all Obligations under the Original Agreement, as amended by the Credit Agreement, including, without limitation, the repayment of the Overline Loans, and (ii) pursuant to the Security Agreement the Guarantor continues to grant a security interest to the Lender in the “Collateral” covered thereby to secure all Obligations under the Original Agreement, as amended by the Credit Agreement, including, without limitation, the repayment of the Overline Loans. The Guarantor agrees that each reference to the “Credit Agreement”, the “Loan Agreement”, “therein”, “thereof”, “thereby” or words of similar effect referring to the Credit Agreement in any Loan Document to which the Guarantor is a party shall mean and be a reference to the Original Agreement, as amended by the Amendment. The Guarantor: (a) represents and warrants to the Lender that no events have taken place and no circumstances exist at the date hereof which would give the Guarantor any right to assert a defense, offset or counterclaim to any claim by the Lender for payment of the Obligations guaranteed by the Guarantor or for the enforcement of the Guaranty; and (b) hereby releases and forever discharges the Lender and its successors, assigns, directors, officers, agents, employees and participants from any and all actions, causes of action, suits, proceedings, debts, sums of money, covenants, contracts, controversies, claims and demands, at law or in equity, which the Guarantor ever had or now has against the Lender or its successors, assigns, directors, officers, agents, employees or participants by virtue of their relationship to Air T or the Guarantor in connection with the Loan Documents and the transactions related thereto. DocuSign Envelope ID: 70B9FD62-0052-408A-BE24-C0025BA3E219


 
Nothing in this Acknowledgment and Agreement requires the Lender to obtain the consent of the Guarantor to any future amendment, modification or waiver to the Original Agreement, as amended by the Amendment, or any other Loan Document to which the Guarantor is a party except as expressly required by the terms of the Loan Documents to which the Guarantor is a party. The delivery of a facsimile, pdf or other digital copy of an executed counterpart of this Acknowledgment and Agreement shall be deemed to be valid execution and delivery of this Acknowledgment and Agreement. [SIGNATURE PAGE FOLLOWS] DocuSign Envelope ID: 70B9FD62-0052-408A-BE24-C0025BA3E219


 
[Guarantor Acknowledgment and Agreement Signature Page] The Guarantor has executed this Acknowledgment and Agreement to be effective as of the first date set forth above. JET YARD, LLC, an Arizona limited liability company By: Stratus Aero Partners, LLC Its: Sole Member By: Air T, Inc., a Delaware corporation Its: Manager By: Name: Mark Jundt Its: Secretary DocuSign Envelope ID: 70B9FD62-0052-408A-BE24-C0025BA3E219