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As Of Filer Filing For·On·As Docs:Size 11/05/19 Air T Inc 8-K:1,2,9 6/24/19 26:2.2M |
Document/Exhibit Description Pages Size
1: 8-K 8-K - Contrail Interest Purchase Closing and HTML 50K
Financing
2: EX-10.1 Material Contract HTML 136K
11: EX-10.10 Material Contract HTML 26K
12: EX-10.11 Material Contract HTML 31K
13: EX-10.12 Material Contract HTML 89K
14: EX-10.13 Material Contract HTML 34K
15: EX-10.14 Material Contract HTML 17K
16: EX-10.15 Material Contract HTML 236K
17: EX-10.16 Material Contract HTML 84K
18: EX-10.17 Material Contract HTML 47K
19: EX-10.18 Material Contract HTML 154K
20: EX-10.19 Material Contract HTML 95K
3: EX-10.2 Material Contract HTML 56K
21: EX-10.20 Material Contract HTML 29K
22: EX-10.21 Material Contract HTML 39K
23: EX-10.22 Material Contract HTML 42K
24: EX-10.23 Material Contract HTML 100K
25: EX-10.24 Material Contract HTML 41K
26: EX-10.25 Material Contract HTML 19K
4: EX-10.3 Material Contract HTML 23K
5: EX-10.4 Material Contract HTML 32K
6: EX-10.5 Material Contract HTML 25K
7: EX-10.6 Material Contract HTML 50K
8: EX-10.7 Material Contract HTML 34K
9: EX-10.8 Material Contract HTML 24K
10: EX-10.9 Material Contract HTML 34K
| Exhibit |
1. | NATURE AND EXTENT OF AGREEMENT. |
2. | DEFINITIONS; RULES OF INTERPRETATION. |
2.1. | Definitions. As used in this Agreement, the following terms have the following meanings: |
(a) | (i)
the then fair saleable value of the property of such Person is (y) greater than the Total Liabilities (including Contingent Obligations) of such Person and (z) not less than the amount that will be required to pay the probable liabilities on such Person’s then existing debts as they become absolute and matured considering all financing alternatives and potential asset sales reasonably available to such Person; and (ii) such Person does not intend to incur, or believe (nor should it reasonably believe) that it will incur, debts beyond its ability to pay such debts as they become due; and |
(b) | such Person is “solvent” within the meaning given that term and similar terms under applicable laws relating to fraudulent transfers and conveyances. |
2.2. | Rules of Interpretation; Joint and Several Obligations. |
(a) | Except as otherwise explicitly specified to the contrary or unless the context clearly requires otherwise: (i) all references to a particular statute or regulation include all rules and regulations promulgated thereunder and
any successor statute, regulation or rules, in each case as from time to time in effect; (ii) accounting terms shall be construed, and all financial computations required under this Agreement shall be made, in accordance with GAAP consistently applied; (iii) references to agreements (including this Agreement) and other contractual instruments shall be deemed to include all subsequent amendments and other modifications thereto, but only to the extent such amendments and other modifications are not prohibited by the terms of any Loan Document; (iv) in the computation of periods of time from a specified date to a later specified date, the word “from” means “from and including”, the words “to” and “until” each mean “to but excluding” and the word “through” means “to and including”; (v) the word “including” shall be construed as “including without limitation”; (vi) references to a fiscal year or fiscal quarter
mean the fiscal year or fiscal quarter of the applicable Borrower; and (vii) references to the word “Subsidiary” shall mean a Subsidiary of either Borrower. |
3. | SUPPLEMENTS, CALCULATION OF INTEREST AND PAYMENTS. |
3.1. | Supplements. In the event Borrowers desire to borrow from Lender and Lender is willing to lend to the Borrowers, or in the event Lender and Borrowers desire to consolidate any existing Loans hereunder, Lender and Borrowers, will
enter into a supplement to this Agreement (each supplement, as it may be amended, modified, supplemented, extended or restated from time to time, a “Supplement” and, collectively, the “Supplements”). Each Supplement will set forth Lender’s commitment to make that Loan to the Borrowers, the amount of the Loan(s), any special purpose of the Loan(s), the interest rate or rate options applicable to the Loan(s), the repayment terms of the Loan(s), and any other terms and conditions applicable to the specific Loan(s). Each Supplement will also be accompanied by a Note of the Borrowers setting forth the Borrowers’ obligation to make payments of interest on the unpaid principal balance of the Loan(s), and fees and premiums, if any, and to repay the principal balance of the Loan(s). Each Loan will be governed by the terms and conditions contained in this Agreement, the Supplement relating
to that Loan, and the Note. |
3.2. | Interest Rates. |
(a) | The unpaid principal balance of each of the Loans outstanding from time to time shall bear interest for the period commencing on the Borrowing Date of such Loan until such Loan is paid in full. |
(b) | Upon default, including failure to pay
upon final maturity, Lender, at its option, may, as permitted under applicable law, add any unpaid accrued interest to the principal balance of any Note. Also, upon default, including failure to pay upon final maturity, Lender, at its option, may, as permitted under applicable law, increase the interest rate on any Note to three percent (3.0%) (the “Default Rate Margin”) above the then effective interest rate of the Note. The Default Rate Margin may also apply, at Lender’s option, to each succeeding interest rate change that would have applied had there been no default. This increased rate shall never exceed the maximum rate permitted by applicable law. |
(c) | Interest on each Note is computed on a 365/360
basis; that is, by applying the ratio of the interest rate over a year of 360 days, multiplied by the outstanding principal balance, multiplied by the actual number of days the principal balance is outstanding. All interest payable under each Note is computed using this method. |
3.3. | Payments. All payments of principal and interest on each Note and of all fees due hereunder shall be made at the office of Lender in immediately available funds not later than 12:00 p.m., Milwaukee time, on the date due; funds received after that time shall be deemed to have been received on the next Business Day. Whenever any payment hereunder or under a Note is stated to be due on a day which is not a Business Day, such payment shall be due on the
next succeeding Business Day and such extension of time shall be included in computing any interest or fee then due. Lender may charge any account of a Borrower at Lender for any payment due under any Notes (including prepayments), or any fee or other amount payable hereunder, on or after the date due. |
3.4. | Prepayments. |
(a) | Prepayments; Minimum Finance Charge. Borrowers agree that all loan fees and other prepaid finance charges are earned fully as of the date of each Loan and will not be subject to refund upon early payment (whether voluntary or as a result of default), except as otherwise
required by law. In any event, even upon full prepayment of this Note, Borrowers understand that Lender is entitled to a minimum finance charge of $95.00. Other than Borrowers’ obligations to pay any minimum finance charge, Borrowers may pay without penalty all or a portion of the amount owed earlier than it is due. Early payments will not, unless agreed to by Lender in writing, relieve Borrowers of Borrowers’ obligation to continue to make payments under the payment schedule. Rather, early payments will reduce the principal balance due and may result in Borrowers’ making fewer payments. Borrowers agree not to send Lender payments marked “paid in full,” “without recourse,” or similar language. IF Borrowers send such a payment, Lender may accept it without losing any of Lender’s rights under this Note, and Borrowers will remain obligated to pay any further amounted 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: Old National Bank, PO Box 3728, Evansville, IN 47736-3728. |
3.5. | Use of Proceeds. Borrowers shall use all Loan proceeds for Borrowers’ business operations, unless specifically
consented to the contrary by Lender in writing. |
4. | REPRESENTATIONS AND WARRANTIES. IN ORDER TO INDUCE LENDER TO MAKE THE LOANS, BORROWERS REPRESENT AND WARRANT TO LENDER AS OF EACH BORROWING DATE: |
4.1. | Organization; Subsidiaries; Power; Assumed Business Names. |
(a) | CAS
is a limited liability company organized and validly existing under the laws of the State of North Carolina and properly authorized to do business in Wisconsin and all other states in which CAS is doing business, and (i) no filing has been made with the North Carolina Secretary of State for the dissolution of CAS, (ii) neither the manager nor the members of CAS have taken any action authorizing the liquidation or dissolution of CAS, (iii) has duly qualified as a foreign limited liability company to do business and is in good standing in every jurisdiction in which the nature of its business or the ownership of its properties requires such qualification and in which the failure to so qualify would have a Material Adverse Effect. CAS has the limited liability company power to own its properties and carry on its business as currently being conducted. |
(b) | CAL
is a limited liability company organized and validly existing under the laws of the State of Wisconsin and properly authorized to do business in Wisconsin and all other states in which CAL is doing business, and (i) no filing has been made with the Wisconsin Department of Financial Institutions for the dissolution of CAL, (ii) neither the manager nor the members of CAL have taken any action authorizing the liquidation or dissolution of CAL, (iii) has duly qualified as a foreign limited liability company to do business and is in good standing in every jurisdiction in which the nature of its business or the ownership of its properties requires such qualification and in which the failure to so qualify would have a Material Adverse Effect. CAL has the limited liability company power to own its properties and carry on its business as currently being conducted. |
(c) | Borrowers
have filed or recorded all documents or filings required by law relating to all assumed business names used by either Borrower. Excluding the names of Borrowers, the following is a complete list of all assumed business names under which either Borrower does business: None. |
4.2. | Authorization and Binding Effect. The execution and delivery by each Borrower of the Loan Documents to which it is a party, and the performance of its obligations thereunder: (a) are within each Borrower’s organizational power, (b) has been duly authorized by proper organizational action, (c) is not in violation of any Requirement of Law, its charter documents or the terms of any agreement, restriction or undertaking to which it is a party or by which
it is bound, and (d) does not require the approval or consent of its members, any Governmental Authority or any other Person, other than those obtained and in full force and effect. The Loan Documents to which Borrowers are a party, when executed and delivered, will constitute the valid and binding obligations of Borrowers enforceable in accordance with their terms, except as limited by bankruptcy, insolvency or similar laws of general application affecting the enforcement of creditors’ rights and except to the extent that general principles of equity might affect the specific enforcement of such documents. |
4.3. | Financial Statements. Each of Borrowers’ financial statements (whether consolidated or otherwise) supplied to Lender
were prepared in accordance with GAAP consistently applied throughout the periods involved, are correct and complete and fairly present the financial condition of either or both Borrowers as of such dates and the results of their operations for the periods ended on such dates, subject, in the case of the interim statements, to normal year-end adjustments. There has been no material adverse change in the condition or prospects of either Borrower, financial or otherwise, and, to the Knowledge of either Borrower, no event, act or failure to act which would reasonably be expected to result in a Material Adverse Effect has occurred, since the date of the most recent financial statements furnished to Lender. Borrowers have no material contingent obligations except as disclosed in such financial statements. |
4.4. | Litigation.
There is no litigation or administrative proceeding pending or, to the Knowledge of either Borrower, threatened against or affecting either Borrower or the properties of either Borrower which (a) purport to affect or pertain to this Agreement, any other Loan Document or any documents related thereto, or any of the transactions contemplated hereby or thereby or (b) if determined adversely would reasonably be expected to have a Material Adverse Effect. |
4.5. | Restricted Payments. Neither Borrower has, since the date of its most recent financial statements furnished to Lender, made any Restricted Payments other than Restricted Payments permitted under Section 7.1. |
4.6. | Indebtedness;
No Default. Neither Borrower has any outstanding Indebtedness or Contingent Obligations, except those permitted under Sections 7.2 and 7.3. There exists no default nor, to the Knowledge of either Borrower, has any act or omission occurred which, with the giving of notice or the passage of time, would constitute a default under the provisions of (a) any instrument evidencing such Indebtedness, Contingent Obligation or Operating Lease Obligation or any agreement relating thereto or (b) any other agreement or instrument to which either Borrower is a party and, in each case, which would reasonably be expected to have a Material Adverse Effect. |
4.7. | Ownership of Properties; Liens and Encumbrances. Each Borrower
has good and marketable title to all property, real and personal, reflected on the most recent financial statements of each Borrower furnished to Lender, and all property purported to have been acquired since the date of such financial statements, except property sold or otherwise disposed of in the ordinary course of business subsequent to such date. All such property is free of any Lien, except Permitted Liens. All owned and leased buildings and equipment of each Borrower is in good condition, repair and working order, ordinary wear and tear excepted, and, to each Borrower’s Knowledge, conform to all Requirements of Law. |
4.8. | Tax Returns Filed. Each Borrower has filed when due all federal and state income and other tax returns
which are required to be filed. Each Borrower has paid or made provision for all taxes shown on said returns and on all assessments received by it to the extent that such taxes have become due except any such taxes which are being contested in good faith by appropriate proceedings and for which adequate reserves have been established. Each Borrower has no Knowledge of any liabilities which may be asserted against them upon audit of such federal or state tax returns. |
4.9. | Margin Stock. Neither Borrower is engaged principally, or as one of their important activities, in the business of extending credit for the purpose of purchasing or carrying Margin Stock. |
4.10. | Regulated
Entities. Neither Borrower is an “investment company” or a company controlled by an “investment company” within the meaning of the Investment Company Act of 1940, as amended. Neither Borrower is subject to any Requirement of Law limiting its ability to incur Indebtedness. |
4.11. | No Burdensome Restrictions. To the Knowledge of either Borrower, neither Borrower is a party to or is bound by any agreement, instrument, undertaking, any Requirement of Law, or subject to any other restriction (a) which could reasonably be expected to have a Material Adverse Effect or may in the future have a Material Adverse Effect or (b) under or pursuant to which such Person is or will be required to place (or under
which any other person may place) a Lien upon any of its properties securing Indebtedness either upon demand or upon the happening of a condition, with or without such demand. |
4.12. | Trademarks, Etc. Each Borrower possesses adequate trademarks, trade names, copyrights, patents, permits, service marks and licenses, or rights thereto, for the present and planned future conduct of its businesses substantially as now conducted, without any known conflict with the rights of others which could reasonably be expected to have a Material Adverse Effect. |
4.13. | Environmental
Matters. |
(a) | Except to the extent that would not have a Material Adverse Effect, the facilities and properties owned, leased or operated by either Borrower (together with the Property, collectively the “Properties”) do not contain any Hazardous Materials in amounts or concentrations which (i) constitute a violation of or (ii) could give rise to liability under, any Environmental Law. |
(b) | With respect to the period during which either Borrower owned or occupied the
Properties, and to either Borrower’s Knowledge, with respect to the time before either Borrower owned or occupied the Properties there has been no unremediated release or threat of release of Hazardous Materials at or from the Properties, or arising from or related to the operations of either Borrower (the “Business”), in violation of or in amounts or in a manner that could give rise to material liability under Environmental Laws. |
(c) | Except to the extent that would not have a Material Adverse Effect, the Properties and all operations at the Properties are in compliance in all material respects with all applicable Environmental Laws, and there is no violation of any Environmental Law with respect to the
Properties or the Business. Each Borrower has all permits, licenses and approvals required under Environmental Laws. |
(d) | With respect to the period during which either Borrower owned or occupied the Properties, and to either Borrower’s Knowledge, with respect to the time before either Borrower owned or occupied the Properties, (i) Hazardous Materials have not been transported or disposed of from the Properties in violation of, or in a manner or to a location which could give rise to material liability under, any Environmental Law and (ii) Hazardous Materials have not been generated, treated, stored or disposed of at, on or under any of the Properties in violation of, or in a manner that could give rise to material liability under, any applicable Environmental
Law. |
(e) | Neither Borrower has received any notice of violation, alleged violation, noncompliance, liability or potential liability regarding environmental matters or compliance with Environmental Laws with regard to any of the Properties or the Business, nor does either Borrower have Knowledge or reason to believe that any such notice will be received or is being threatened. |
(f) | No judicial proceeding or governmental or administrative action is pending or, to the Knowledge of either Borrower, threatened under any Environmental Law
to which either Borrower is or will be named as a party with respect to the Properties or the Business, nor are there any consent decrees or other decrees, consent orders, administrative orders or other orders, or other administrative or judicial requirements outstanding under any Environmental Law with respect to the Properties or the Business. |
4.14. | Compliance with All Laws. Borrowers are, and at all times have been, in compliance with all Requirements of Law, writs, judgments, injunctions, decrees and awards to which either may be subject, except those being contested in good faith and involving no possibility of criminal liability and except where the failure to comply could not reasonably be expected or have been expected
to have a Material Adverse Effect. |
4.15. | Fiscal Year. Each Borrower’s fiscal years end on the last day of March of each year. |
4.16. | Employee Controversies. There are no controversies pending or, to either Borrower’s Knowledge, threatened or anticipated between either Borrower and any of their respective employees, other than employee grievances arising in the ordinary course of business which are not, in the aggregate, material to either Borrower’s financial condition or prospects. |
4.17. | Solvency.
Each Borrower is and, upon the incurrence of any Obligations by either Borrower on any date on which this representation is made, will be Solvent. |
4.18. | Accuracy of Information. All information furnished by Borrowers to Lender is true, correct and complete in all material respects as of the date furnished and does not contain any untrue statement of a material fact or omit to state a material fact necessary to make such information not misleading. |
5. | CONDITIONS FOR BORROWING. |
5.1. | On or Before the Closing Date of Each Loan. Lender shall have received the following, all in form, detail and content satisfactory to Lender: |
(a) | Notes. Each Note, duly executed by the applicable Borrower. |
(b) | Supplements.
Each Supplement, duly executed by the applicable Borrower and Lender. |
(c) | Collateral Documents. |
(i) | Any and all documents that Lender reasonably deems necessary to create or continue, in favor of Lender, a first position Lien on all assets of each Borrower and to provide insurance for such assets and the Borrowers, including, but not limited to, the Commercial Security Agreement dated January 26, 2018, duly executed by each Borrower; the Commercial Security
Agreement dated September 14, 2018, duly executed by each Borrower; the Aircraft Security Agreement relating to Airbus A319-100 Ser# 1758 dated September 13, 2018 duly executed by each Borrower; the Aircraft Security Agreement relating to Airbus A319-100 Ser# 1790 dated September 13, 2018, duly executed by each Borrower; the Assignment of Life Insurance Policy as Collateral dated May 5, 2017, duly executed by Kuhn; the Agreement to Provide Insurance dated January 26, 2018, duly executed by CAL; the Agreement to Provide Insurance dated March 2, 2018, duly executed by CAS; and the Agreement to Provide Insurance dated September 14,
2018, duly executed by CAL; and |
(ii) | all financing statements and other instruments required to perfect the Liens granted to Lender by either Borrower or Kuhn. |
(d) | Subordination Agreements. Subordination agreements by which all Subordinated Debt is subordinated to the Obligations and any Lien in favor of the holder of Subordinated Debt is subordinated to the Lien in favor of the Lender,
all in a form reasonably acceptable to Lender, including, but not limited to, the Subordination Agreement dated January 26, 2018, by Borrowers and Kuhn in favor of Lender. |
(e) | Guaranty Agreements. Guaranty Agreements by each of the Guarantors. |
(f) | Personal Property Searches. Searches of the appropriate public offices demonstrating that no Lien is of record affecting either Borrower or any Guarantor or their respective properties except
those which are acceptable to Lender. |
(g) | Charter Documents. |
(i) | a copy of the Articles of Organization or Articles of Incorporation, as applicable, of each Borrower and each Guarantor, other than Kuhn, certified as of a recent date by the appropriate Governmental Authority of each Borrower’s or each Guarantor’s, other than Kuhn, state
of organization; |
(ii) | a copy of the Operating Agreement or Bylaws, as applicable of each Borrower and each Guarantor, other than Kuhn; |
(iii) | certificates of status/good standing with respect to each Borrower and each Guarantor other than Kuhn, issued as of a recent date by the appropriate Governmental Authority of Borrower’s or Guarantor’s, other than Kuhn, state of organization and each state in which each Borrower and each Guarantor, other
than Kuhn, is qualified to transact business as a foreign company; and |
(iv) | copies, certified by the manager of each Borrower and the secretary of each Guarantor other than Kuhn, to be true and correct and in full force and effect on the Closing Date, of (a) charter documents of each Borrower and each Guarantor, other than Kuhn; (b) resolutions of the members or shareholders, as applicable, of Borrower and each Guarantor, other than Kuhn, authorizing the issuance, execution and delivery of the Loan Documents to which each Borrower and each Guarantor, other than Kuhn, is a party; and (c) a statement containing the names and titles of the officer/member/manager of each Borrower authorized to sign such documents, together with true signatures of such
Persons. |
(h) | No Default Certificate. A certificate signed by an authorized officer/member/manager/partner of each Borrower to the effect that the representations and warranties contained in Section 4 hereof, in the other Loan Documents are true and correct on and as of the Closing Date and no Default or Event of Default exists on the Closing Date. |
(i) | Insurance Certificates. Insurance policies or evidence of insurance coverage (Accord 27 Certificates) in such amounts and against such
risks as required in this Agreement or in the Collateral Documents naming Lender as additional insured and lender as loss payee; |
(j) | Fees. Payment of all fees and expenses due and owing under Section 9.2 of this Agreement. |
(k) | Additional Conditions Set Forth in Supplements. Any conditions set forth in the Supplement for the given Loan. |
(l) | Proceedings
Satisfactory. Such other documents as Lender may reasonably request; and all proceedings taken in connection with the transactions contemplated by this Agreement, and all instruments, authorizations and other documents applicable thereto, shall be satisfactory to Lender. |
5.2. | On or Before Each Subsequent Borrowing Date: |
(a) | Borrowing Procedure. Each Borrower shall have complied with the borrowing procedure set forth in the relevant Supplement. |
(b) | Representations
and Warranties True and Correct. The representations and warranties contained in Section 4 hereof and in the other Loan Documents shall be true and correct on and as of the relevant Borrowing Date except (i) that the representations and warranties contained in Section 4.3 shall apply to the most recent financial statements delivered pursuant to Section 6.1 and (ii) for changes permitted by this Agreement. |
(c) | No Default. There shall exist on that Borrowing Date no Default or Event of Default. |
(d) | Proceedings
and Documentation. Lender shall have received such instruments and other documents as it may reasonably request in connection with the making of such Loan, and all such instruments and documents shall be in form and content satisfactory to Lender. |
6. | AFFIRMATIVE COVENANTS. |
6.1. | Financial
Statement. |
(a) | Borrower. As soon as available, but in any event not later than one hundred twenty (120) days after the end of the fiscal year of the Borrowers’, furnish to Lender (i) consolidated audited balance sheet and audited statements of income, accumulated earnings, and cash flows for such year, setting forth in each case in comparative form the figures for the previous year, prepared by an independent certified public accountant satisfactory to Lender; and (ii) an appraisal of each Borrower’s fixed assets and inventory and of the fixed assets and inventory of any entity described in the definition of “Tangible Net Worth” set forth in Section 2 above, each prepared by an independent appraiser
satisfactory to Lender. In addition, as soon as available, but in any event not later than forty-five (45) days after the end of each month, furnish to Lender each Borrower’s balance sheet and statements of income, accumulated earnings, and cash flows for the respective month and year-to-date periods, all prepared in accordance with GAAP, setting forth in each case in comparative form the figures for the previous year’s respective month and year-to-date periods and certified by an officer of each Borrower as being true and correct. Lender, in its sole discretion, reserves the ability to change upon written notice to Borrowers the required times and frequencies of submissions of financial statements by each Borrower. In addition to any other financial reporting requirements of each Borrower to Lender, each Borrower agrees to furnish to Lender upon written request from Lender, at times and frequencies determined appropriate by Lender in its sole discretion from time to
time, Federal and State income tax returns, borrowing base certificates, agings of receivables and payables, inventory schedules, budgets, forecasts, and other reports with respect to each Borrower’s financial condition and business operations. |
(b) | Financial Reporting Requirements for Corporate Guarantor (AIR T).To the extent such information is not publicly and readily available, and to the extent not prohibited by applicable law, cause Air T to furnish to Lender within thirty (30) days of the direction of the Lender to do so, but in any case, no less frequently than annually, a financial statement of Air T listing all assets and liabilities (including contingent liabilities) of Air T, and the resulting net worth, signed and
dated by Air T, in form, detail and completeness acceptable to Lender in its sole discretion from time to time. In addition, as soon as available, but in any event not later than ten (10) days after filing copies of Air T’s Federal income tax return as filed with the Internal Revenue Service, signed by Air T, complete in all respects including all statements, schedules (including any Schedule K-ls related to income or losses reported), forms and attachments thereto. In addition to any other financial reporting requirements of Air T to Lender, Air T agrees to furnish to Lender, at times and frequencies reasonably determined appropriate by Lender from time to time, any other information or reports with respect to Air T’s financial condition. |
(c) | Financial
Reporting Requirements for Individual Guarantor (Kuhn). Cause Kuhn to furnish to Lender within thirty (30) days of the direction of the Lender to do so, but in any case, no less frequently than annually, a financial statement of Kuhn listing all assets and liabilities (including contingent liabilities) of Kuhn, and the resulting net worth, signed and dated by Kuhn, in form, detail and completeness acceptable to Lender in its sole discretion from time to time. In addition, as soon as available, but in any event not later than ten (10) days after the respective taxing agency’s mandated date for filing, taking into consideration the time period allowed for one (1) permitted filing extension, copies of the Kuhn’s Federal income tax return as filed with the Internal Revenue Service, signed by Kuhn, complete in all respects including all statements, schedules (including any Schedule K- 1 s related to income or losses reported), forms and attachments
thereto. Should Kuhn file a request for any extension with the Internal Revenue Service, Kuhn, within ten (10) days of the filing of the request for extension, shall deliver to the Lender a copy of the extension request as filed. In addition to any other financial reporting requirements of Kuhn to Lender, Kuhn agrees to furnish to Lender, at times and frequencies determined appropriate by Lender in its sole discretion from time to time, any other information or reports with respect to Kuhn’s financial condition. |
6.2. | Books and Records; Inspections. Keep proper, complete and accurate books of record and account and permit any representative of Lender to visit and inspect any of the properties and examine and copy any of the books
and records of each Borrower at any reasonable time and as often as may reasonably be desired. |
6.3. | Collateral Inspection/Appraisal: Cost Reimbursement. At reasonable times and intervals and upon five (5) days prior written notice, Lender shall be entitled to perform and Borrowers shall cooperate with examinations, inspections, audits and appraisals as provided herein. Upon five (5) days advance written notice by Lender to Borrowers, Borrowers shall permit access to their respective books and records by Lender and by Lender’s designated representatives and agents during regular business hours for purposes of inspection, copying and/or auditing; provided, however, after the occurrence and during the continuance of an Event of
Default, the Lender need not provide any notice prior to such inspection or audit. Lender and Lender’s designated representatives and agents shall also have the right upon five (5) days advance notice to examine, inspect and/or appraise any collateral for the Obligations wherever located during regular business hours; provided, however, after the occurrence and during the continuance of an Event of Default, the Lender need not provide any notice prior to such inspection or appraisal. Subject to any limitations under applicable law, Borrowers shall reimburse Lender for any professional fees or other out-of-pocket expenses incurred by Lender at its then current rate in connection with any examinations, inspections or audits of the books and records of either Borrower and/or any examinations, inspections and/or appraisals of such collateral. |
6.4. | Insurance.
Maintain insurance coverage as may be required by law or the Collateral Documents but in any event not less than insurance coverage, in the forms, amounts and with companies, which would be carried by prudent management in connection with similar properties and businesses. Without limiting the foregoing, each Borrower will (a) keep all their respective physical property insured against fire and extended coverage risks in amounts at least equal to, and with deductibles no greater than, those generally maintained by businesses engaged in similar activities in similar geographic areas; (b) maintain all such worker’s compensation and similar insurance as may be required by law; (c) maintain, in amounts and with deductibles at least equal to those generally maintained by businesses engaged in similar activities in similar geographic areas, general public liability insurance against claims for bodily injury, death or property damage occurring on, in or about the properties
of the applicable Borrower, business interruption insurance and product liability insurance; (d) maintain $50,000,000 Aviation Commercial General Liability Policy listing Lender as additional insured to include: (i) Endorsement 1 - Named Insured Endorsement, (ii) Endorsement 4 - Worldwide Coverage Territory, (iii) Endorsement 6 - Aircraft Parts Inventory Coverage $15,000,000.00, (iv) Endorsement 9 - 90-day notice of cancellation, (v) Endorsement 17 - Deletion of Terrorism Exclusion, (vi) Endorsement 20 -Extended Coverage Aviation Liabilities $100,000,000; and (e) maintain $500,000,000 Financial Institution Aircraft Policy. |
6.5. | Condition of Property. Keep its properties (whether owned or leased) in good condition, repair and
working order. |
6.6. | Payment of Taxes. Pay and discharge all lawful taxes, assessments and governmental charges upon it or against its properties prior to the date on which penalties are attached thereto, unless and to the extent only that the same shall be contested in good faith and by appropriate proceedings by each Borrower and appropriate reserves with respect thereto are established and maintained. |
6.7. | Compliance with Law. Do all things necessary, except as permitted under Section 7.5,
to (a) maintain its existence in its respective state of formation and obtain and maintain its qualification to transact business as a foreign entity in any other state where the ownership of property or the conduct of business make qualification necessary and where the failure to so qualify would have a Material Adverse Effect, (b) preserve and keep in full force and effect its rights and franchises necessary to continue its business and (c) comply with all Requirements of Law, writs, judgments, injunctions, decrees and awards to which it may be subject including all applicable Environmental Laws, except those being contested in good faith and involving no possibility of criminal liability and except where the failure to comply could not reasonably be expected to have a Material Adverse Effect. |
6.8. | Compliance
with Other Loan Documents. Timely comply with all of its obligations under the other Loan Documents. |
6.9. | Notices. Promptly, and in any event within 3 Business Days after either Borrower has become aware of the applicable event, notify Lender in writing of: |
(a) | any Default or Event of Default; |
(b) | any
notice given, or any action taken with respect to a claimed default, by any holder of any other Indebtedness issued or assumed by a Borrower, or the lessor under any lease as to which a Borrower is the lessee or under any agreement under which any such Indebtedness was issued or secured; |
(c) | any correspondence, notice, pleading, citation, indictment, complaint, order, decree or other document received by a Borrower from any Person asserting or alleging a circumstance or condition which requires or may require a financial contribution by a Borrower or a cleanup, removal, remedial action or other response by or on the part of a Borrower under Environmental Laws or which seeks damages or civil, criminal or punitive penalties from a Borrower for an alleged
violation of Environmental Laws and which, in any such circumstance, could reasonably be expected to have a Material Adverse Effect; |
(d) | the commencement or non-frivolous threat of, or any material development in, any action, suit, arbitration or other proceeding affecting a Borrower which, if adversely determined, could reasonably be expected to have a Material Adverse Effect; and |
(e) | any condition or event which would make any warranty contained in Section 4 inaccurate. |
6.10. | Lender Accounts. Maintain with Lender all of Borrowers’ depository accounts. |
6.11. | Computation of All Financial Covenants.
All computations made to determine compliance with any financial covenants set forth in any Supplement shall be made in accordance with GAAP, applied on a consistent basis, certified by Borrowers as being true and correct and shall be completed using the relevant consolidated financial data of all Borrowers. |
6.12. | Review and Acceptance of Leases. Provide to Lender all leases or assignments pertaining to the Collateral securing any Note, and other documentation as Lender may require, and Lender shall approve the form and substance of such lease or assignment, which approval shall not be unreasonably withheld. |
6.13. | ASA
Certification. In the case of CAS, maintain ASA certification at all times. |
7. | NEGATIVE COVENANTS. |
7.1. | Restricted Payments. Make
any Restricted Payments; provided that so long as either Borrower is a limited liability company, such Borrower may make Permitted Distributions. |
7.2. | Indebtedness. Create, incur, assume or permit to exist any Indebtedness except (a) Indebtedness owed to Lender; (b) Indebtedness secured by Permitted Liens; (c) Indebtedness permitted under Section 7.3; (d) RE Capitalized Lease Obligations; (e) in the case of any wholly-owned or non-wholly-owned subsidiary of CAS or CAL, Indebtedness that is non-recourse and is not secured by any Collateral in which Lender has a security interest, as long as Borrowers (both before and after consummation of such Indebtedness) are in compliance with the financial covenants of this Agreement and no
other Event of Default has occurred and is continuing; or (f) Indebtedness identified on Schedule 7.2 hereto. |
7.3. | Contingent Obligations. Create, incur, assume or suffer to exist any Contingent Obligations except (a) endorsements for collection or deposit in the ordinary course of business; (b) Contingent Obligations in favor of Lender or an Affiliate of Lender; and (c) obligations under Permitted Swap Agreements. |
7.4. | Liens. Create, assume or permit to exist any Lien upon any of its
property or assets, whether now owned or hereafter acquired, except Permitted Liens. |
7.5. | Mergers. Merge or consolidate with or into any other Person, except as approved by Lender, which approval shall not be unreasonably withheld. |
7.6. | Acquisitions, Advances and Investments. Acquire any other business or partnership or joint venture interest or make any loans, advances or extensions of credit to, or any investments in, any Person except (notwithstanding anything contrary in this Agreement
or other Loan Documents), (a) the purchase of United States government obligations maturing within one year of the date of acquisition; (b) extensions of credit to customers in the ordinary course of business; (c) the purchase of certificates of deposit at Lender; (d) commercial paper having a maturity not exceeding 90 days which is rated not less than P-1 by Moody’s Investors Service, Inc. or A-1 by Standard and Poor’s Ratings Service; (e) investments in money market funds which invest principally in obligations described in (a) or (d) above; (f) investments in repurchase agreements at Lender; (g) loans and advances to employees and agents in the ordinary course of business for travel and entertainment expenses and similar items; (h) deposits in deposit accounts at Lender; and (i) investments in equity of another entity or in a beneficial interest in a trust, and additional contributions of capital or investment by a Borrower in such other entity or in such trust, as
long as Borrowers (both before and after consummation of the investment) are in compliance with the financial covenants of this Agreement and any Supplement and no Event of Default has occurred and is continuing. |
7.7. | Lines of Business. (1) Engage in any business activities substantially different than those in which either Borrower is presently engaged, (2) cease operations, liquidate, merge, transfer, acquire or consolidate with any other entity, change its name, dissolve or transfer or sell Collateral out of the ordinary course of business (and Lender acknowledges that Borrowers’ ordinary course of business involves sales of Collateral from time to time, not on a regular schedule, in very large dollar amounts), or (3) purchase
or retire any of either Borrower’s outstanding shares, units or partnership interests, or alter or amend either Borrower’s capital structure. |
7.8. | Transactions with Affiliates. Enter into or be a party to any transaction with any of its Affiliates except as otherwise provided herein or in the ordinary course of business and upon fair and reasonable terms which are no less favorable than a comparable arm’s length transaction with an entity which is not an Affiliate. |
8. | EVENT OF DEFAULT; REMEDIES. |
8.1. | Events
of Default. The occurrence of any of the following shall constitute an Event of Default: |
(a) | Payment Default. A Borrower fails to make any payment within three (3) Business Days after when such payment is due under any of the Loans. |
(b) | Other Defaults. A Borrower fails to comply with or to perform any other term, obligation, covenant, or condition contained in this Agreement, in any other Loan Document, or in any of the documents related hereto, or to comply with or to perform any term, obligation, covenant,
or condition contained in any other agreement between Lender and Borrowers. |
(c) | False Statements. Any warranty, representation, or statement made or furnished to Lender by a Borrower or on a Borrower’s behalf under this Agreement or any related document is false or misleading in any material respect when made. |
(d) | Death or Insolvency. The dissolution of a Borrower (whether voluntary or involuntary), or any other termination of a Borrower’s existence as a going business concern; or any equity holder withdraws from a Borrower, dies
or its existence is terminated and the applicable Borrower does not obtain a substitute equity holder approved by Lender within one hundred twenty (120) days following such withdrawal, death or termination, and Lender’s approval shall not be unreasonably withheld; or the insolvency of a Borrower, including without limitation, the appointment of a receiver for any part of a Borrower’s property, any assignment for the benefit of creditors, any type of creditor workout, or the commencement of any proceeding under any bankruptcy or insolvency laws (whether voluntary or involuntary). |
(e) | Defective Collateralization. This Agreement or any Loan Document ceases to be in full force and effect (including failure of any collateral document to create a valid and
perfected security interest or lien) at any time and for any reason or any Collateral is or becomes subject to any liens except Permitted Liens. |
(f) | Creditor or Forfeiture Proceedings. Commencement of foreclosure or forfeiture proceedings; whether by judicial proceeding, self-help, repossession or any other method, by any creditor of a Borrower or by any governmental agency against any collateral securing the Loan. This includes a garnishment or levy of any of a Borrower’s accounts, including deposit accounts, with Lender. However, this Event of Default shall not apply if there is a good faith dispute by a Borrower as to the validity or reasonableness of the claim which is the basis of the creditor or the forfeiture proceeding and if a Borrower gives
Lender written notice of the creditor or forfeiture proceeding and deposits with Lender monies or a surety bond for such proceeding in amount determined by Lender, in its sole discretion, as being an adequate reserve or bond for the dispute. |
(g) | Events Affecting Guarantors. Any of the preceding events occurs with respect to any Guarantor or any Guarantor dies or becomes incompetent, or revokes or disputes the validity of, or liability under, any Guaranty of the Indebtedness. Notwithstanding anything to the contrary herein, or in any of the Related Documents, the death or incompetency of a Guarantor shall not be an Event of Default if, within one hundred twenty (120) days following such death, the Borrowers provide a substitute guarantor approved by
Lender, and Lender’s approval shall not be unreasonably withheld. Notwithstanding anything else in this Agreement or any Loan Document, or in any of the documents related hereto, neither a breach by a Guarantor of any agreement between the Guarantor and Lender, other than a Guaranty Agreement, nor the failure of a Guarantor to comply with or to perform any term, obligation, covenant, or condition contained in any agreement between the Guarantor and Lender, other than a Guaranty Agreement, shall constitute an Event of Default. |
(h) | Change in Control of Operations. Joe Kuhn and Miriam Cohen-Kuhn cease to oversee the day to day operations of Borrowers. |
(i) | Right
to Cure. If any default, other than a default in payment on the Obligations is curable and if a Borrower has not been given a notice of a similar default within the preceding twelve (12) months, such default may be cured if a Borrower, after receiving written notice from Lender demanding cure of such default: (a) cures the default within fifteen (15) days; or (b) if the cure requires more than fifteen (15) days, immediately initiates steps which Lender, in its sole discretion, determines to be sufficient to cure the default and thereafter continues and completes all reasonable and necessary steps sufficient to produce compliance as soon as reasonably practical. |
8.2. | Remedies. Upon the occurrence of an Event of Default that is
susceptible to cure under Section 8.1(i), but is not cured within fifteen (15) days pursuant to Section 8.1(i), the obligation of Lender to make Loans shall terminate and (a) as to an Event of Default described in Sections 8.1(a) through 8.1(e) and 8.1(g) through 8.1(i), inclusive, the holder of a Note may, at its option and without notice, declare such Note to be, and such Note shall thereupon become, immediately due and payable, together with accrued interest thereon, and (b) as to an Event of Default described in Section 8.1(0, the Notes shall, without action on the part of Lender or any notice or demand, become automatically due and payable, together with accrued interest thereon. Presentment, demand, protest and notice of acceleration, nonpayment and dishonor are hereby expressly waived. |
9. | MISCELLANEOUS. |
9.1. | Survival
of Representations and Warranties. The representations and warranties contained in Section 4 hereof and in the other Loan Documents shall survive closing and execution and delivery of the Notes. |
9.2. | Expenses. Each Borrower agrees, whether or not the transaction hereby contemplated shall be consummated, to pay on demand (a) all out-of-pocket expenses incurred by Lender in connection with the negotiation, execution, administration, amendment or enforcement of any Loan Document including the reasonable fees and expenses of Lender’s counsel, provided, however, that the legal fees for the negotiation and execution of this Agreement, the Notes, the Guarantees and the Security Agreement dated as of the date hereof
shall not exceed $55,000, (b) any taxes (including any interest and penalties relating thereto) payable by Lender (other than taxes based upon Lender’s net income) on or with respect to the transactions contemplated by this Agreement (Each Borrower hereby agreeing to indemnify Lender with respect thereto) and (c) Each Borrower agrees to pay upon demand all of Lender’s costs and expenses, including without limitation, Lender’s attorneys’ fees and Lender’s legal expenses, incurred in connection with the enforcement of this Agreement. Lender may hire or pay someone else to help enforce this Agreement, and each Borrower shall pay the costs and expenses of such enforcement. Costs and expenses include Lender’s attorneys’ fees and legal expenses whether or not there is a lawsuit, including attorneys’ fees and legal expenses for bankruptcy proceedings (including efforts to modify or vacate any automatic stay or injunction), appeals, and any anticipated post judgment collection
services. Each Borrower shall also pay all court costs and such additional fees as maybe directed by the court. The obligations of each Borrower under this Section 9.2 will survive payment of the Notes. |
9.3. | Notices. Except as otherwise provided herein or in a Supplement, all notices provided for herein shall be in writing and shall be (a) delivered; (b) sent by express or first class mail; or (c) sent by facsimile transmission and confirmed in writing provided to the recipient in a manner described in subsection (a) or (b) above, and addressed as follows, or to such other address with respect to either party as such party shall notify the other in writing; such notices shall be deemed given when delivered, mailed or so transmitted: |
9.4. | Security Interest in Deposit Accounts and Right of Setoff. To the extent permitted by applicable law, each Borrower grants to Lender a security interest in, and Lender reserves the right of setoff in, any and all of a Borrower’s deposit accounts with Lender (whether checking, savings, time or any other type of account). This includes such accounts that a Borrower may hold jointly with someone else and all
deposit accounts, whether now or hereafter existing. This does not include IRA or Keogh accounts, or any other account for which setoff would be prohibited by applicable law. Each Borrower authorizes Lender, to the extent permitted by applicable law, to charge or setoff all sums owing on the Obligations against any or all of such accounts. |
9.5. | Lender’s Expenditures. If any action or proceeding is commenced that would materially affect Lender’s interest in the Collateral or if a Borrower fails to comply with any provision of this Agreement or any related documents, including without limitation, a Borrower’s failure to discharge or pay when due any amounts a Borrower is required to discharge or pay under this Agreement or any
related documents, Lender on a Borrower’s behalf may (but shall not be obligated to) take any action that Lender deems appropriate, including without limitation, discharging or paying all taxes, liens, security interests, encumbrances, and any other claims, at the time levied or placed on any Collateral and paying all costs for insuring; maintaining and preserving any Collateral. All such expenditures incurred or paid by Lender for such purposes will then bear interest at the rate being charged under the Note from the date incurred or paid by Lender to the date such expenditure is repaid to Lender. All such expenses will become a part of the Indebtedness and, at Lender’s option, shall be (a) payable upon demand; (b) added to the principal balance of the Indebtedness and be apportioned among and be payable with any installment payments to become due during either (1) the term of any applicable insurance policy; or (2) the remaining term of the Note; or (c) treated as
a balloon payment which will be due and payable at the Note’s maturity. |
9.6. | Participations. Each Borrower agrees that Lender may, at its option, sell to another financial institution or institutions interests in any Note and, in connection with each such sale and thereafter, disclose to the purchaser or prospective purchaser of each such interest financial and other information concerning a Borrower. Each Borrower agrees that if any portion of the Obligations are due and unpaid, or shall have been declared or shall have become due and payable upon the occurrence of an Event of Default, each such purchaser shall be deemed to have, to the extent permitted by applicable law, the right of setoff in respect of its participating interest
to the same extent as if the amount of its participating interest were owed directly to it. Each Borrower further agrees that each such purchaser shall be entitled to the benefits of Section 3.5 with respect to its participation in Lender’s obligation to make Loans; provided that no such purchaser shall be entitled to receive any greater amount pursuant to that section than Lender would have been entitled to receive if no such sale had occurred. |
9.7. | Titles. The titles of sections in this Agreement are for convenience only and do not limit or construe the meaning of any section. |
9.8. | Severability.
In case any provision or obligation under this Agreement or any Note shall be invalid, illegal or unenforceable in any jurisdiction, the validity, legality and enforceability of the remaining provisions or obligations, or of such provision or obligation in any other jurisdiction, shall not in any way be affected or impaired thereby. |
9.9. | Parties Bound; Waiver. The provisions of this Agreement shall inure to the benefit of and be binding upon any successor of any of the parties hereto; provided that a Borrower’s rights under this Agreement are not delegatable or assignable. Any purported delegation or assignment by a Borrower of its respective rights and obligations hereunder is void. Each Borrower expressly acknowledges that
Lender may assign its interests under this Agreement and the other Loan Documents to an Affiliate of Lender after the Closing Date and agree that upon such assignment, as used herein, the term “Lender” shall refer to such Affiliate. No delay on the part of Lender in exercising any right, power or privilege hereunder shall operate as a waiver thereof, and no single or partial exercise of any right, power or privilege hereunder shall preclude other or further exercise thereof or the exercise of any other right, power or privilege. The rights provided for in this Agreement and the other Loan Documents are cumulative and are not exclusive of any other rights, powers, privileges or remedies provided by law or in equity, or under any other instrument, documents or agreement now existing or hereafter arising. |
9.10. | Governing
Law. This Agreement is being delivered in and shall be deemed to be a contract governed by the laws of the State of Wisconsin and shall be interpreted and the rights and obligations of the parties hereunder enforced in accordance with the internal laws of that state without regard to the principles of conflicts of laws. |
9.11. | Submission to Jurisdiction; Service of Process. ALL JUDICIAL PROCEEDINGS IN ANY MANNER RELATING TO OR ARISING OUT OF THIS AGREEMENT OR THE OTHER LOAN DOCUMENTS, OR ANY OBLIGATIONS THEREUNDER, MAY BE BROUGHT IN ANY STATE OR FEDERAL COURT OF COMPETENT JURISDICTION IN THE STATE OF WISCONSIN LOCATED
IN MILWAUKEE COUNTY. BY EXECUTING AND DELIVERING THIS AGREEMENT, EACH BORROWER IRREVOCABLY: |
(a) | ACCEPTS GENERALLY AND UNCONDITIONALLY THE NONEXCLUSIVE JURISDICTION AND VENUE OF SUCH COURTS; |
(b) | WAIVES ANY DEFENSE OF FORUM NON CONVENIENS; |
(c) | AGREES THAT SERVICE OF ALL
PROCESS IN ANY SUCH PROCEEDING IN ANY SUCH COURT MAY BE MADE BY REGISTERED OR CERTIFIED MAIL, RETURN RECEIPT REQUESTED, TO A BORROWER AT ITS ADDRESS SPECIFIED IN SECTION 9.3; AND |
(d) | AGREES THAT SERVICE AS PROVIDED IN CLAUSE (c) ABOVE IS SUFFICIENT TO CONFER PERSONAL JURISDICTION OVER A BORROWER IN ANY SUCH PROCEEDING IN ANY SUCH COURT, AND OTHERWISE CONSTITUTES EFFECTIVE AND BINDING SERVICE IN EVERY RESPECT. |
9.12. | Jury Waiver. BORROWERS AND LENDER HEREBY VOLUNTARILY, KNOWINGLY, IRREVOCABLY AND UNCONDITIONALLY
WAIVE ANY RIGHT TO HAVE A JURY PARTICIPATE IN RESOLVING ANY DISPUTE (WHETHER BASED UPON CONTRACT, TORT OR OTHERWISE) BETWEEN OR AMONG BORROWERS AND LENDER ARISING OUT OF OR IN ANY WAY RELATED TO THIS DOCUMENT, ANY OTHER RELATED DOCUMENT OR ANY RELATIONSHIP BETWEEN LENDER AND BORROWERS. THIS PROVISION IS A MATERIAL INDUCEMENT TO LENDER TO PROVIDE THE FINANCING DESCRIBED HEREIN OR IN THE OTHER LOAN DOCUMENTS. |
9.13. | Limitation of Liability. BORROWER AND LENDER HEREBY WAIVE ANY RIGHT ANY OF THEM MAY HAVE TO CLAIM OR RECOVER FROM THE OTHER PARTY ANY SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES OR ANY DAMAGES, OF WHATEVER NATURE, OTHER
THAN ACTUAL DAMAGES. |
9.14. | Cross-Collateralization. In addition to the Obligations, the liens in favor of Lender under the Collateral Documents secures all obligations, debts and liabilities, plus interest thereon, of a Borrower or a Grantor to Lender, or any one or more of them, as well as all claims by Lender against a Borrower or a Grantor or any one or more of them whether now existing or hereafter arising, whether related or unrelated to the purpose of the Note, whether voluntary or otherwise, whether due or not due, direct or indirect, determined or undetermined, absolute or contingent, liquidated or unliquidated, whether a Borrower or a Grantor may be liable individually or jointly with others, whether obligated as guarantor,
surety, accommodation party or otherwise, and whether recovery upon such amounts may be or hereafter may become barred by any statute of limitations, and whether the obligation to repay such amounts may be or hereafter may become otherwise unenforceable. |
9.15. | Entire Agreement. This Agreement and the other Loan Documents shall constitute the entire agreement of the parties pertaining to the subject matter hereof and supersede all prior or contemporaneous agreements and understandings of the parties in connection therewith. |
9.16. | Counterpart
Signatures. This Agreement may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. Except as provided in Section 5.1, this Agreement shall become effective when it shall have been executed by Lender and when Lender shall have received counterparts hereof which, when taken together, bear the signatures of each of the other parties hereto, and thereafter shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. Delivery of an executed counterpart of a signature page of this Agreement by facsimile or e-mail transmission of a portable document file (also known as a PDF file) shall be effective as delivery of a manually executed counterpart of this Agreement. |
| This ‘8-K’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on: | 11/5/19 | |||
| For Period end: | 6/24/19 | |||
| 9/14/18 | 8-K | |||
| 9/13/18 | ||||
| 3/2/18 | 4 | |||
| 1/26/18 | ||||
| 5/5/17 | 4, 8-K | |||
| 7/18/16 | DEF 14A | |||
| List all Filings | ||||
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 |