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Air T Inc – ‘10-Q’ for 9/30/19 – ‘EX-10.38’

On: Tuesday, 11/12/19, at 5:55pm ET · As of: 11/13/19 · For: 9/30/19 · Accession #: 353184-19-44 · File #: 1-35476

  As Of               Filer                 Filing    For·On·As Docs:Size

11/13/19  Air T Inc                         10-Q        9/30/19   88:11M

Quarterly Report — Form 10-Q — Sect. 13 / 15(d) – SEA’34
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-Q        Quarterly Report                                    HTML   1.16M 
 2: EX-10.29    Material Contract                                   HTML     21K 
 3: EX-10.30    Material Contract                                   HTML     21K 
 4: EX-10.38    Material Contract                                   HTML     61K 
 5: EX-31.1     Certification -- §302 - SOA'02                      HTML     29K 
 6: EX-31.2     Certification -- §302 - SOA'02                      HTML     29K 
 7: EX-32.1     Certification -- §906 - SOA'02                      HTML     27K 
83: R1          Document And Entity Information                     HTML     51K 
37: R2          Condensed Consolidated Statements of Income (Loss)  HTML    153K 
                (Unaudited)                                                      
24: R3          Condensed Consolidated Statements of Comprehensive  HTML     54K 
                Income (Loss) (Unaudited)                                        
60: R4          Condensed Consolidated Balance Sheets (Unaudited)   HTML    175K 
85: R5          Condensed Consolidated Balance Sheets (Unaudited)   HTML     49K 
                (Parentheticals)                                                 
38: R6          Condensed Consolidated Statements of Cash Flows     HTML    152K 
                (Unaudited)                                                      
25: R7          Condensed Consolidated Statements of Equity         HTML    102K 
                (Unaudited)                                                      
58: R8          Financial Statement Presentation                    HTML     38K 
88: R9          Revenue Recognition                                 HTML    183K 
65: R10         Business Combinations                               HTML     51K 
75: R11         Discontinued Operations                             HTML     72K 
50: R12         Income Taxes                                        HTML     31K 
20: R13         Net Earnings Per Share                              HTML    104K 
64: R14         Investments in Securities                           HTML     27K 
73: R15         Equity Method Investments                           HTML     41K 
49: R16         Inventories                                         HTML     44K 
19: R17         Leases                                              HTML     67K 
66: R18         Financing Arrangements                              HTML    116K 
72: R19         Variable Interest Entities                          HTML     81K 
34: R20         Share Repurchase                                    HTML     27K 
22: R21         Geographical Information                            HTML     55K 
53: R22         Segment Information                                 HTML    197K 
80: R23         Commitments and Contingencies                       HTML     28K 
33: R24         Subsequent Events                                   HTML     29K 
21: R25         Financial Statement Presentation (Policies)         HTML     33K 
51: R26         Revenue Recognition (Tables)                        HTML    170K 
78: R27         Business Combinations (Tables)                      HTML     51K 
32: R28         Discontinued Operations (Tables)                    HTML     76K 
23: R29         Net Earnings Per Share (Tables)                     HTML    102K 
17: R30         Equity Method Investments (Tables)                  HTML     39K 
45: R31         Inventories (Tables)                                HTML     46K 
76: R32         Leases (Tables)                                     HTML     69K 
67: R33         Financing Arrangements (Tables)                     HTML    111K 
18: R34         Variable Interest Entities (Tables)                 HTML     76K 
46: R35         Geographical Information (Tables)                   HTML     59K 
77: R36         Segment Information (Tables)                        HTML    198K 
68: R37         Financial Statement Presentation (Details Textual)  HTML     31K 
16: R38         Revenue Recognition - Disaggregation of Revenues    HTML     69K 
                (Details)                                                        
47: R39         Contract with Customer, Asset and Liability         HTML     32K 
                (Details)                                                        
30: R40         Business Combinations (Details Textual)             HTML     40K 
39: R41         Business Combinations - Summary of Total            HTML     35K 
                Consideration (Details)                                          
81: R42         Business Combinations - Assets Acquired and         HTML     70K 
                Liabilities Assumed by Worthington (Details)                     
54: R43         Discontinued Operations (Details Textual)           HTML     49K 
31: R44         Discontinued Operations - Income Statement Summary  HTML     47K 
                of Discontinued Operations (Details)                             
40: R45         Discontinued Operations - Balance Sheet Summary of  HTML     94K 
                Discontinued Operations (Details)                                
82: R46         Income Taxes (Details Textual)                      HTML     33K 
55: R47         Net Earnings Per Share (Details Textual)            HTML     30K 
29: R48         Net Earnings Per Share - Earnings Per Common Share  HTML     84K 
                (Details)                                                        
41: R49         Investments in Securities (Details Textual)         HTML     27K 
44: R50         Equity Method Investments (Details Textual)         HTML     46K 
14: R51         Equity Method Investments - Summarized Unaudited    HTML     45K 
                Financial Information (Details)                                  
63: R52         Inventories - Inventories (Details)                 HTML     49K 
70: R53         Leases (Details Textual)                            HTML     30K 
43: R54         Leases - Component of Lease Cost and Consolidated   HTML     51K 
                Balance Sheet Amounts (Details)                                  
13: R55         Leases - Future Minimum Lease Payments (Details)    HTML     46K 
62: R56         Leases - Future Minimum Rental Payments (Details)   HTML     44K 
69: R57         Financing Arrangements - Long-term Debt (Details)   HTML     90K 
42: R58         Financing Arrangements - Contractual Financing      HTML     52K 
                Obligations (Details)                                            
15: R59         Financing Arrangements (Details Textual)            HTML    104K 
57: R60         Financing Arrangements - Schedule of Warrant Fair   HTML     25K 
                Value (Details)                                                  
87: R61         Variable Interest Entities - Carrying Values of     HTML     65K 
                Assets and Liabilities of Delphax Included on the                
                Company's Consolidated Balance Sheet (Details)                   
36: R62         Variable Interest Entities (Details Textual)        HTML     41K 
27: R63         Variable Interest Entities - Revenue and Expenses   HTML     57K 
                of Delphax Included in the Company's Consolidated                
                Statements of Operations (Details)                               
56: R64         Share Repurchase (Details Textual)                  HTML     33K 
86: R65         Geographical Information - Long-lived Assets By     HTML     38K 
                Geographic Region (Details)                                      
35: R66         Geographical Information - Revenue by Geographic    HTML     31K 
                Areas (Details)                                                  
26: R67         Segment Information (Details Textual)               HTML     25K 
59: R68         Segment Information - Segment Data (Details)        HTML     70K 
84: R69         Commitments and Contingencies (Details Textual)     HTML     46K 
71: R70         Subsequent Events (Details Textual)                 HTML     46K 
74: R9999       Uncategorized Items - airt-20190930.htm             HTML     26K 
61: XML         IDEA XML File -- Filing Summary                      XML    155K 
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79: EXCEL       IDEA Workbook of Financial Reports                  XLSX     82K 
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10: EX-101.DEF  XBRL Definitions -- airt-20190930_def                XML    674K 
11: EX-101.LAB  XBRL Labels -- airt-20190930_lab                     XML   1.59M 
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48: ZIP         XBRL Zipped Folder -- 0000353184-19-000044-xbrl      Zip    325K

‘EX-10.38’ — Material Contract

This Exhibit is an HTML Document rendered as filed. [ Alternative Formats ]

<! C: C:

Document

AMENDMENT NO. 1 TO AMENDED AND RESTATED CREDIT AGREEMENT

This AMENDMENT NO. 1 TO AMENDED AND RESTATED CREDIT AGREEMENT dated as of September 24, 2019 (the “Amendment”), between Air T, Inc., a Delaware corporation (the “Borrower”), and Minnesota Bank & Trust, a Minnesota state banking corporation (the “Lender”).

RECITALS:

A. The Borrower and the Lender are parties to that certain Amended and Restated Credit Agreement dated as of March 28, 2019 (the “Original Agreement”).

B. The Borrower has requested that the Lender amend the Original Agreement to termporarily increase the Revolving Credit Commitment defined therein by $3,000,000.

C. Subject to the terms and conditions of this Amendment, the Lender will agree to the foregoing request of the Borrower.

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. The Original Agreement is hereby amended as follows:

(a) The definition of the term “Revolving Credit Commitment” defined in Section 1.01 of the Original Agreement is hereby amended in its entirety to read as follows:

“ ‘Revolving Credit Commitment’ means the obligation of the Lender to make Revolving Credit Loans in an aggregate principal amount not to exceed (a) $20,000,000 during the Temporary Revolving Credit Increase Period, and (b) $17,000,000 at all other times, in each case as the same may be changed from time to time pursuant to the terms hereof.”

(b) Section 1.01 of the Original Agreement is hereby amended by inserting the following new definitions of the terms “First Amendment”, “First Amendment Effective Date” and “Temporary Revolving Credit Commitment Increase Period” in the appropriate alphabetical order:

“ ‘First Amendment’ means that certain Amendment No. 1 to Amended and Restated Credit Agreement dated as of September 24, 2019.

5350431_1.docx

‘First Amendment Effective Date’ means the ‘Effective Date’, as such term is defined in the First Amendment.

‘Temporary Revolving Credit Commitment Increase Period’ means the period commencing on the First Amendment Effective Date and ending on October 19, 2019.”

(c) The form of Borrowing Base Certificate attached as Exhibit C to the Original Agreement is hereby amended in its entirety to the form of Borrowing Base Certificate (Amended 9/2019) attached as Exhibit C 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 the Borrower;

(b) an Amended and Restated Revolving Credit Note (the “A&R Revolving Credit Note”), in the form provided by Lender, duly executed by Borrower;

(d) such other documents as the Lender may reasonably request.

4. Representations and Warranties. To induce the Lender to enter into this Amendment, the Borrower represents and warrants to the Lender as follows:

(a) The execution, delivery and performance by the Borrower of this Amendment, the A&R Revolving Credit Note, and any other Loan Document to which the Borrower is a party have been duly authorized by all necessary corporate 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 the Borrower’s articles of incorporation or bylaws, any agreement binding on or applicable to the Borrower or any of its property, or any law or governmental regulation or court decree or order, binding upon or applicable to the Borrower or of any of its 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 the Borrower or any of its 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 the Borrower shall be deemed to be a reference to the audited financial statements and interim financial statements, as the case may be, of the Borrower 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 the Borrower 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, the A&R Revolving Credit Note, and each other Loan Document to which the Borrower is a party are the legal, valid and binding obligations of the Borrower 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; and

(e) Before and after giving effect to this Amendment, there does not exist any Default or Event of Default.

5. Release. The Borrower 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 Borrower 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 Borrower 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:

(i) 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; and

(ii) any Loan Document 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 A&R Revolving Credit Note executed and delivered pursuant to this letter amendment.

(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 Borrower agrees 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 Borrower 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 Borrower’s 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 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]

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed as of the date first above.

AIR T, INC.

By: /s/ Nick Swenson

Name: Nicholas Swenson

Its: CEO

MINNESOTA BANK & TRUST

By /s/ Eric Gundersen

Name: Eric P. Gundersen

Title: Senior Vice President

[signature page Amendment No. 1 to Amended and Restated Credit Agreement]

EXHIBIT C

FORM OF BORROWING BASE CERTIFICATE

(Amended 9/2019)

[see attached]

Borrowing Base Certificate

Minnesota Bank & Trust

9800 Bren Road East, Suite 200

Minnetonka, MN 55343

Attention: Mr. Eric P. Gundersen, SVP

Computed as of: _______________________ Report Number: _______

The undersigned is the Borrower under that certain Amended and Restated Credit Agreement, dated as of March 28, 2019 (such 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 _____________ __, 201_.

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.		$___________

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 Inventory (Line B.1-Line B.3)		$______________
5. Eligible Inventory Loan Value @ 50% of Line B.4		$______________

C. Borrowing Base: 1. (Line A.4 + Line B.5)		$______________

D. Availability/Amount to be Repaid:
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.1 and Line D.3] exceeds Line D.1)		$_______________
4B. Amount to be repaid (Amount by which Line D.1 exceeds the lesser of [Line D.1 and Line D.3] exceeds Line D.1)		$_______________

The Borrower further certifies and warrants that no Event of Default is existing as of the date hereof and, to the best knowledge and belief of the officer of the Borrower 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 Borrower Base Certificate, is true and correct as of the date hereof.

AIR T, INC.

By /s/ Nick Swenson Title: CEO Date: 9/24/2019

Schedule A to Borrowing Base Certificate

Inventory Report as of _________________

[see attached]

Schedule B to Borrowing Base Certificate

Other Investments Report as of _________________

[see attached]

Dates Referenced Herein and Documents Incorporated by Reference

This ‘10-Q’ Filing	Date	Other Filings

Filed as of:	11/13/19
Filed on:	11/12/19
	10/19/19
For Period end:	9/30/19	8-K
	9/24/19
	3/28/19	8-K
		List all Filings

4 Subsequent Filings that Reference this Filing

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 6/28/23  Air T Inc.                        10-K/A      3/31/23  125:11M
 6/27/23  Air T Inc.                        10-K        3/31/23  131:21M
 6/28/22  Air T Inc.                        10-K        3/31/22  124:13M
 6/25/21  Air T Inc.                        10-K        3/31/21  118:28M

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Filing Submission 0000353184-19-000044 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

Air T Inc – ‘10-Q’ for 9/30/19 – ‘EX-10.38’

On: Tuesday, 11/12/19, at 5:55pm ET · As of: 11/13/19 · For: 9/30/19 · Accession #: 353184-19-44 · File #: 1-35476

Quarterly Report — Form 10-Q — Sect. 13 / 15(d) – SEA’34Filing Table of Contents

‘EX-10.38’ — Material Contract

This Exhibit is an HTML Document rendered as filed. [ Alternative Formats ]

Dates Referenced Herein and Documents Incorporated by Reference

4 Subsequent Filings that Reference this Filing

Quarterly Report — Form 10-Q — Sect. 13 / 15(d) – SEA’34
Filing Table of Contents