the "Credit Agreement," "Loan Agreement," "therein," "thereof,"
"thereby," or words of like import referring to the Original Agreement shall
mean and be a reference to this Agreement; and
63
(b)
to "the Revolving Credit Note," "thereunder," "thereof," "therein" or
words of like import referring to the Revolving Credit Note shall mean and be a
reference to the Amended and Restated Revolving Credit Note executed and
delivered by the Borrowers pursuant to this Agreement.
Effective on the Closing Date, following the refinancing of the Worthington
Loans with proceeds of Revolving Credit Loans, all commitments on the part of
the Lender to extend credit to the Worthington Entities pursuant to the
Worthington Loan Agreement shall automatically terminate.
[SIGNATURE PAGE FOLLOWS]
64
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
as of the date first written above by their respective officers thereunto duly
authorized.
Air T, Inc., a Delaware corporation
By:
Name: Brett Reynolds
Title: Chief Financial Officer
Minnesota Bank & Trust, a Minnesota state
banking corporation
By
Name: Eric P. Gundersen
Title: Senior Vice President
[Amended and Restated Credit Agreement Signature Page]
EXHIBITS TO CREDIT AGREEMENT
EXHIBITS
EXHIBIT A
FORM OF REVOLVING CREDIT NOTE
EXHIBIT B
CONSIGNED INVENTORY ELIGIBILITY REQUIREMENTS
EXHIBIT C
FORM OF BORROWING BASE CERTIFICATE
EXHIBIT D
FORM OF COMPLIANCE CERTIFICATE
SCHEDULES
SCHEDULE A
LOAN PARTIES ON THE CLOSING DATE
SCHEDULE 5.06
LITIGATION
SCHEDULE 5.08
REAL PROPERTY
SCHEDULE 5.10
INSURANCE
SCHEDULE 5.11
MATERIAL CONTRACTS
SCHEDULE 5.12
INTELLECTUAL PROPERTY
SCHEDULE 5.17
SUBSIDIARIES; EQUITY INTERESTS
SCHEDULE 7.01
EXISTING DEBT
SCHEDULE 7.02
EXISTING LIENS
SCHEDULE 7.03
Prohibited Lines of Business
EXHIBIT A
FORM OF REVOLVING CREDIT NOTE
[see attached]
AMENDED AND RESTATED REVOLVING CREDIT NOTE
U.S. $17,000,000.00 Dated as of March 28, 2019
Minnetonka, Minnesota
FOR VALUE RECEIVED, on the Revolving Credit Termination Date (as defined in the
Credit Agreement hereinafter defined) the undersigned, AIR T, INC., a Delaware
corporation (the "Borrower"), promises to pay to the order of Minnesota Bank &
Trust, a Minnesota state banking corporation (the "Lender"), the principal sum
of SEVENTEEN MILLION AND NO/100THS DOLLARS (U.S. $17,000,000.00) or, if less,
the aggregate unpaid principal amount of all Revolving Credit Loans (as
hereinafter defined) made by the Lender to the Borrower pursuant to the Credit
Agreement.
Interest. The Borrower 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) 4.00% 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, minus (ii) 1.00%. 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 April 1,
2019. Interest shall also be payable at maturity and interest accrued after
maturity shall be payable on demand. The term "Prime Rate" shall mean