a101amendment_nox1xtoxth






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