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0000353184false00003531842025-09-032025-09-050000353184us-gaap:CommonStockMember2025-09-032025-09-050000353184airt:CumulativeCapitalSecuritiesMember2025-09-032025-09-05


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

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report (Date of earliest event reported): September 03, 2025
______________________________________________________________________________
AIR T, INC.
(Exact Name of Registrant as Specified in Charter)  
______________________________________________________________________________
Delaware  
001-35476
 
52-1206400
(State or Other Jurisdiction
of Incorporation)
 
(Commission
File Number)
 
(I.R.S. Employer
Identification No.)

11020 David Taylor Drive, Suite 305,
Charlotte, North Carolina 28262
(Address of Principal Executive Offices, and Zip Code)

________________(980) 595-2840__________________
Registrant’s Telephone Number, Including Area Code

Not applicable___
(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement communication pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Trading Symbol(s) Name of each exchange on which registered
Common Stock AIRT
NASDAQ Capital Market
Alpha Income Preferred Securities (also referred to as 8% Cumulative Capital Securities) (“AIP”) AIRTP
NASDAQ Global Market
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.



Item 1.01 Entry into a Material Definitive Agreement

On September 3, 2025, Air’Zona Aircraft Services, Inc., CSA Air, Inc., Global Ground Support, LLC, Jet Yard, LLC, Jet Yard Solutions, LLC, Mountain Air Cargo, Inc., Royal Aircraft Services, LLC, Worldwide Aircraft Services, Inc., and Worthington Aviation, LLC (the “Borrowers”) and Air T, Inc. (the “Guarantor”) entered into a number of agreements with Alerus Financial, National Association (“Alerus”) relating to the Alerus Revolving Credit Financing and Term Note A.

The transactions included the following:

(i)Amendment No. 5 to Credit Agreement (“Amendment No. 5”) and Amended and Restated Revolving Credit Note. The Borrowers and Alerus entered into Amendment No. 5 to the revolving credit agreement and an Amended and Restated Revolving Credit Note. The principal changes of the amendments include the following:
1.The interest rate was decreased to 1-month SOFR plus 1.90%;
2.The maturity date was extended to August 28, 2027;
3.The revolving credit commitment to make revolving credit loans and to issue letters of credit was increased to an aggregate principal amount not to exceed $20,000,000;
4.The financial covenants are to be measured semi-annually at December and March of each year and the Borrowers are to deliver quarterly financial statements to Alerus; and,
5.The overline note provisions and note have been eliminated.

i.Amended and Restated Term Note A and Swap Arrangement. Term Note A was amended and restated on September 3, 2025 by the Borrowers in the principal amount of $9,188,571.40. The maturity date remains August 15, 2029. The amended and restated note interest rate was revised to 1-month SOFR plus 2.00% and the Borrowers entered into a swap arrangement through the termination date of August 15, 2029 with respect to the amended and restated note. The fixed rate following the swap arrangement is 5.62%.

i.The revolving credit agreement and note remain secured by the terms of Security Agreement dated as of August 29, 2024 and the Guarantor acknowledged and agreed to the revisions of the credit agreement and amended and restated Term Note A and reaffirmed its guarantees and pledges. The Guarantor also entered into an Unlimited Continuing Guaranty (Swap Transaction). The Amendment, Amended and Restated Term Note A and related documents are effective as of September 3, 2025.

The foregoing summary of the terms of the Amendment No. 5 and Amended and Restated Term Note A and related documents are qualified in their entirety by reference to the Amended and Restated Revolving Credit Note, Amendment No. 5, Amended and Restated Term Note A, Acknowledgment and Agreement of Air T and the Unlimited Continuing Guaranty (Swap Transaction) of Air T filed as Exhibits 10.1, 10.2, 10.3, 10.4 and 10.5 herewith, which are incorporated herein by reference.

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

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

Item 9.01 Financial Statements and Exhibits




10.1
10.2
10.3
10.4
10.5





SIGNATURES

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

Date: September 5, 2025

AIR T, INC.


By: /s/ Tracy Kennedy
Tracy Kennedy, Chief Financial Officer




EX-10.1 2 a101-02amendedandrestate.htm EX-10.1 a101-02amendedandrestate
7032455.v4 AMENDED AND RESTATED REVOLVING CREDIT NOTE U.S. $20,000,000.00 Dated as of September 3, 2025 FOR VALUE RECEIVED, on the Revolving Credit Termination Date (as defined in the Credit Agreement hereinafter defined) the undersigned, AIR’ZONA AIRCRAFT SERVICES, INC., an Arizona corporation, CSA AIR, INC., a North Carolina corporation, GLOBAL GROUND SUPPORT, LLC, a North Carolina limited liability company, JET YARD, LLC, an Arizona limited liability company, JET YARD SOLUTIONS, LLC, an Arizona limited liability company, MOUNTAIN AIR CARGO, INC., a North Carolina corporation, ROYAL AIRCRAFT SERVICES, LLC, a Maryland limited liability company, WORLDWIDE AIRCRAFT SERVICES, INC., a Kansas corporation, and WORTHINGTON AVIATION, LLC, a North Carolina limited liability company, such entities being sometimes collectively referred to herein as the “Borrowers” and individually as a “Borrower”), jointly and severally promise to pay to the order of ALERUS FINANCIAL, NATIONAL ASSOCIATION, a national banking association (the “Lender”), the principal sum of TWENTY MILLION AND NO/100THS DOLLARS (U.S. $20,000,000.00) or, if less, the aggregate unpaid principal amount of all Revolving Credit Loans (as defined in the Credit Agreement hereinafter defined) made by the Lender to the Borrowers pursuant to the Credit Agreement. 1. Interest. The Borrowers jointly and severally promise to pay interest (computed on the basis of the number of days elapsed in a year of 360 days) 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) 5.00%, and (b) the sum of (i) 1.90% (the “Applicable Margin”), plus (ii) the Index (hereinafter defined), as in effect on the date hereof and as the same may adjust from time to time. Interest accrued during each calendar month shall be due and payable on the fifteenth day of the following calendar month, with the first such interest payment due on September 15, 2025. Interest shall also be payable at maturity and interest accrued after maturity shall be payable on demand. 2. Payments. Both principal and interest are payable in lawful money of the United States of America to the Lender at 2805 Dodd Rd., Suite 160, Eagan, MN 55121 (or other location specified by the Lender) in immediately available funds. By its execution of this Note, each Borrower authorizes the Lender to charge from time to time against any of such Borrower’s depository accounts maintained with the Lender any such payments when due and the Lender will use its reasonable efforts to notify the Borrowing Agent of such charges. 3. Variable Interest Rate. The interest rate on this Note is subject to change from time to time based on changes in an independent index which is the CME one-month term SOFR published by CME Group Benchmarks Administration Limited (or a successive administrator designated by the relevant authority) for the date that is one U.S. Government Securities Business Day prior to the Reset Date (the “Index”). The Index is not necessarily the lowest rate charged by Lender on its loans. Lender will tell Borrowing Agent the current index rate upon Borrowing Agent’s request. The interest rate change will not occur more often than each month. For purposes


 
AMENDED AND RESTATED REVOLVING CREDIT NOTE Page 2 U.S. $20,000,000.00 Dated as of September 3, 2025 of this Note, “U.S. Government Securities Business Day” means any day except for (i) a Saturday, (ii) a Sunday or (iii) a day on which the Securities Industry and Financial Markets Association recommends that the fixed income departments of its members be closed for the entire day for purposes of trading in United States government securities. 4. Rate Change Effective Date. Each change in interest rate shall be effective as of each payment date (the “Reset Date”). 5. Regulatory Change; etc. Each Borrower understands that Lender may make loans based on other rates as well. Interest on the unpaid principal balance of this Note will be calculated as described in the “INTEREST CALCULATION METHOD” paragraph. Notwithstanding anything herein to the contrary, if the Lender determines in good faith (which determination shall be conclusive, absent manifest error) that: (A) adequate and fair means do not exist for ascertaining CME one-month term SOFR, (B) CME one-month term SOFR does not accurately reflect the cost to the Lender of the Loan, or (C) a Regulatory Change (as hereinafter defined) shall, in the reasonable determination of the Lender, make it unlawful or commercially unreasonable for the Lender to use CME one-month term SOFR as the index for purposes of determining the Interest Rate, then: (i) CME one-month term SOFR shall be replaced with an alternative or successor rate or index chosen by the Lender in its reasonable discretion; and (ii) the Applicable Margin may also be adjusted by Lender in its reasonable discretion, giving due consideration to market convention for determining rates of interest on comparable loans. “Regulatory Change” shall mean a change in any applicable law, treaty, rule, regulation or guideline, or the interpretation or administration thereof, by the administrator of the relevant benchmark or its regulatory supervisor, any governmental authority, central bank or other fiscal, monetary, or other authority having jurisdiction over Lender or its lending office. Such an amendment to the terms of this Note will become effective and bind Borrowers 10 Business Days after Lender gives written notice to Borrowing Agent without any action or consent of the Borrowers. NOTICE: Under no circumstances will the interest rate on this Note be more than the maximum rate allowed by applicable law. If any payment hereunder becomes due and payable on a day other than a Business Day, such payment shall be effective the next succeeding Business Day. 6. Interest Calculation Method. Interest on this 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 this Note is computed using this method. 7. Prepayment; Minimum Interest Charge. In any event, even upon full prepayment of this Note, Borrowers understand that Lender is entitled to a minimum interest charge of $10.00. Other than Borrowers’ obligation to pay any minimum interest charge, Borrowers may pay without penalty all or a portion of the amount earlier than it is due. Early payments will not, unless agreed to by Lender in writing, relieve Borrowers of Borrowers’


 
AMENDED AND RESTATED REVOLVING CREDIT NOTE Page 3 U.S. $20,000,000.00 Dated as of September 3, 2025 obligation to continue to make payments of accrued unpaid interest. Rather, early payment will reduce the principal balance due. 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 amount owed to Lender. All written communications concerning disputed amounts, including any check or other payment instrument that indicates that the payment constitutes “payment in full” of the amount owed or that is tendered with other conditions or limitations or as full satisfaction of a disputed amount must be mailed or delivered to: Alerus Financial, National Association, 2805 Dodd Rd., Suite 160, Eagan, MN 55121. 8. Late Charge. If a payment is 10 days or more late, Borrowers will be charged five percent (5.00%) of the unpaid portion of the regularly scheduled payment. 9. Interest During Default. Upon the occurrence of an Event of Default, including failure to pay upon final maturity, the interest rate on this Note shall be increased by adding an additional five (5.00) percentage point margin to the interest rate otherwise in effect hereunder (such increased rate of interest being, the “Default Rate”). However, in no event will the interest rate exceed the maximum interest rate limitations under applicable law. 10. Credit Agreement. This Note is the Revolving Credit Note referred to in, and is entitled to the benefits of, that certain Credit Agreement dated as of August 29, 2024, as amended by that certain Amendment No. 1 to Credit Agreement and Other Loan Documents dated as of January 21, 2025, by that certain Amendment No. 2 to Credit Agreement and Consent dated as of February 21, 2025, by that certain Amendment No. 3 to Credit Agreement dated as of March 31, 2025, by that certain Amendment No. 4 to Credit Agreement and Consent dated as of May 15, 2025, and by that certain Amendment No. 5 to Credit Agreement dated as of September 3, 2025 (the Credit Agreement as so amended and as it may be further modified, supplemented or restated from time to time being the “Credit Agreement”; capitalized terms not otherwise defined herein being used herein as therein defined) between the Borrowers and the Lender. The Credit Agreement, among other things, (i) provides for the making of Revolving Credit Loans (as defined in the Credit Agreement) by the Lender to the Borrowers from time to time in an aggregate amount not to exceed at any time outstanding the dollar amount first above mentioned, the indebtedness of the Borrowers resulting from each such Revolving Credit Loan being evidenced by this Note; (ii) contains provisions for acceleration of the maturity hereof upon the happening of certain stated events prior to the maturity hereof upon the terms and conditions therein specified; and (iii) contains provisions for the mandatory prepayment hereof upon certain conditions. 11. Security Agreement. This Note is secured by, among other things, that certain Security Agreement, dated as of August 29, 2024, executed by the Borrowers in favor of the Lender and certain other Loan Documents.


 
AMENDED AND RESTATED REVOLVING CREDIT NOTE Page 4 U.S. $20,000,000.00 Dated as of September 3, 2025 12. Waiver of Presentment and Demand for Payment; Etc. Each Borrower and any endorsers or guarantors hereof severally waive presentment and demand for payment, notice of intent to accelerate maturity, protest or notice of protest and non-payment, bringing of suit and diligence in taking any action to collect any sums owing hereunder or in proceeding against any of the rights and properties securing payment hereunder, and expressly agree that this Note, or any payment hereunder, may be extended from time to time, and consent to the acceptance of further security or the release of any security for this Note, all without in any way affecting the liability of any Borrower and any endorsers or guarantors hereof. No extension of time for the payment of this Note, or any installment thereof, made by agreement by Lender with any person now or hereafter liable for the payment of this Note, shall affect the original liability under this Note of the undersigned, even if the undersigned is not a party to such agreement. 13. Event of Default. Any Event of Default (as defined in the Credit Agreement) shall constitute an Event of Default under this Note. Upon the occurrence of an Event of Default, in addition to any other rights or remedies Lender may have at law or in equity or under the Credit Agreement or under any other Loan Document, Lender may, at its option, without notice to Borrower, declare immediately due and payable the entire unpaid principal sum hereof, together with all accrued and unpaid interest thereon plus any other sums owing at the time of such Event of Default pursuant to this Note, the Security Agreement or any other Loan Document. The failure to exercise the foregoing or any other options shall not constitute a waiver of the right to exercise the same or any other option at any subsequent time in respect of the same event or any other event. The acceptance by the holder of any payment hereunder which is less than payment in full of all amounts due and payable at the time of such payment shall not constitute a waiver of the right to exercise any of the foregoing options at that time or at any subsequent time. 14. Successors and Assigns. This Note shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns except that no Borrower may assign or transfer its rights hereunder without the prior written consent of Lender, which consent may be withheld in Lender’s sole discretion. 15. Governing Law. THE VALIDITY, CONSTRUCTION AND ENFORCEABILITY OF THIS NOTE SHALL BE GOVERNED BY THE INTERNAL LAWS OF THE STATE OF MINNESOTA, WITHOUT GIVING EFFECT TO CONFLICT OF LAWS PRINCIPLES THEREOF, BUT GIVING EFFECT TO FEDERAL LAWS OF THE UNITED STATES APPLICABLE TO NATIONAL BANKS. 16. Waiver of Right to Jury Trial; Venue. EACH BORROWER WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY ACTION RELATING TO OR ARISING FROM THIS NOTE. AT THE OPTION OF LENDER, THIS NOTE MAY BE ENFORCED IN ANY UNITED STATES DISTRICT COURT FOR THE DISTRICT OF MINNESOTA OR THE STATE COURT SITTING IN HENNEPIN OR RAMSEY COUNTY,


 
AMENDED AND RESTATED REVOLVING CREDIT NOTE Page 5 U.S. $20,000,000.00 Dated as of September 3, 2025 MINNESOTA. EACH BORROWER CONSENTS TO THE JURISDICTION AND VENUE OF ANY SUCH COURT AND WAIVES ANY ARGUMENT THAT VENUE IN SUCH FORUMS IS NOT PROPER OR CONVENIENT. IN THE EVENT AN ACTION IS COMMENCED IN ANOTHER JURISDICTION OR VENUE UNDER ANY TORT OR CONTRACT THEORY ARISING DIRECTLY OR INDIRECTLY FROM THE RELATIONSHIP CREATED BY THIS NOTE, LENDER, AT ITS OPTION, SHALL BE ENTITLED TO HAVE THE CASE TRANSFERRED TO ONE OF THE JURISDICTIONS AND VENUES ABOVE DESCRIBED, OR IF SUCH TRANSFER CANNOT BE ACCOMPLISHED UNDER APPLICABLE LAW, TO HAVE SUCH CASE DISMISSED WITHOUT PREJUDICE. 17. WAIVER OF DEFENSES. OTHER THAN CLAIMS BASED UPON THE FAILURE OF THE LENDER TO ACT IN A COMMERCIALLY REASONABLE MANNER, EACH BORROWER WAIVES EVERY PRESENT AND FUTURE DEFENSE (OTHER THAN THE DEFENSE OF PAYMENT IN FULL), CAUSE OF ACTION, COUNTERCLAIM OR SETOFF WHICH SUCH BORROWER MAY NOW HAVE OR HEREAFTER MAY HAVE TO ANY ACTION BY THE LENDER IN ENFORCING THIS NOTE OR ANY OF THE LOAN DOCUMENTS. THIS PROVISION IS A MATERIAL INDUCEMENT FOR THE LENDER GRANTING ANY FINANCIAL ACCOMMODATION TO THE BORROWERS. 18. Severability. The invalidity or unenforceability in particular circumstances of any provision of this Note shall not extend beyond such provision or such circumstances and no other provision of this instrument shall be affected thereby. In connection with the actual or prospective sale by the Lender of any interest or participation in the loan obligation evidenced by this Note, Borrowers hereby authorize the Lender to furnish any information concerning Borrowers or any of their affiliates, however acquired, to any person or entity. 19. Expense Reimbursement. Borrowers jointly and severally agree to pay expenses relating to this Note as set forth in the Credit Agreement. 20. Business Purpose Loan. The Loan is a business loan. Borrowers hereby represent that this loan is for commercial use and not for personal, family or household purposes. The Borrowers agree that the Loan evidenced by this Note is an exempted transaction under the Truth In Lending Act, 15 U.S.C., §1601, et seq. 21. Usury. Borrowers and Lender agree that no payment of interest or other consideration made or agreed to be made by Borrowers to Lender pursuant to this Note shall, at any time, be in excess of the maximum rate of interest permissible by law. In the event such payments of interest or other consideration provided for in this Note shall result in an effective rate of interest which, for any period of time, is in excess of the limit of the usury or any other law applicable to the Loan evidenced hereby, all sums in excess of those lawfully collectible as interest for the period in question shall, without further agreement or notice between or by any party hereto,


 
AMENDED AND RESTATED REVOLVING CREDIT NOTE Page 6 U.S. $20,000,000.00 Dated as of September 3, 2025 be applied to the unpaid principal balance and not to the payment of interest; if a surplus remains after full payment of principal and lawful interest, the surplus shall be remitted by Lender to Borrowers, and Borrowers hereby agree to accept such remittance. This provision shall control every other obligation of the Borrowers and Lender relating to this Note. 22. Amendment and Restatement. This Note is being executed and delivered in amendment and restatement of, but not in payment of, that certain Revolving Credit Note dated May 15, 2025, made by the Borrowers, payable to the order of the Lender in the original principal amount of $14,000,000.00 (the “Existing Note”), and is given in substitution for, but not in payment of, the Existing Note. Delivery and acceptance of this Note shall not evidence repayment of or a novation with respect to the Existing Note or any remaining indebtedness under the Existing Note, which indebtedness remains outstanding and shall be evidenced by this Note. [signature page follows]


 








EX-10.2 3 a102-01amendmentno5tocre.htm EX-10.2 a102-01amendmentno5tocre
7031768.v6 AMENDMENT NO. 5 TO CREDIT AGREEMENT This Amendment No. 5 to Credit Agreement dated to be effective as of September 3, 2025 (the “Amendment”), is entered into by and among Air’Zona Aircraft Services, Inc., an Arizona corporation, CSA Air, Inc., a North Carolina corporation, Global Ground Support, LLC, a North Carolina limited liability company, Jet Yard, LLC, an Arizona limited liability company, Jet Yard Solutions, LLC, an Arizona limited liability company, Mountain Air Cargo, Inc., a North Carolina corporation, Worldwide Aircraft Services, Inc., a Kansas corporation, Royal Aircraft Services, LLC, a Maryland limited liability company, and Worthington Aviation, LLC, a North Carolina limited liability company (such entities being sometimes collectively referred to herein as the “Borrowers” and individually as a “Borrower”), Air T, Inc., a Delaware corporation (“Air T”), in its separate capacities as “Loan Party Agent” and “Guarantor” (as defined in the Original Agreement, hereinafter defined), and Alerus Financial, National Association (the “Lender”). RECITALS: A. The Borrowers, the Loan Party Agent and the Lender are parties to that certain Credit Agreement dated as of August 29, 2024, as amended by that certain Amendment No. 1 to Credit Agreement and Other Loan Documents dated as of January 21, 2025, by that certain Amendment No. 2 to Credit Agreement and Consent dated as of February 21, 2025, by that certain Amendment No. 3 to Credit Agreement dated as of March 31, 2025, and by that certain Amendment No. 4 to Credit Agreement and Consent dated as of May 15, 2025 (as so amended, 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 certain provisions of the Original Agreement. C. Subject to the terms and conditions of this Amendment, the Lender will agree to the foregoing requests 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 “Borrower(s)”, “Maturity Date”, “Measurement Date”, “Measurement Period”, “Revolving Credit Commitment”, “Revolving Credit Termination Date” and “Total Usage” appearing in Section 1.01 of the Original Agreement are hereby amended in their respective entireties to read as follows: “ ‘Borrower(s)’.shall mean, individually or collectively, as the context requires, Air’Zona Aircraft Services, Inc., an Arizona corporation, CSA Air, Inc.,


 
2 a North Carolina corporation, Global Ground Support, LLC, a North Carolina limited liability company, Jet Yard, LLC, an Arizona limited liability company, Jet Yard Solutions, LLC, an Arizona limited liability company, Mountain Air Cargo, Inc., a North Carolina corporation, Worldwide Aircraft Services, Inc., a Kansas corporation, Royal Aircraft Services, LLC, a Maryland limited liability company, and Worthington Aviation, LLC, a North Carolina limited liability company. ‘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 Revolving Credit Termination Date for the Revolving Credit Loans; (ii) August 15, 2029 for Term Loan A; or (iii) May 15, 2030 for Term Loan C. ‘Measurement Date’ shall mean December 31 and March 31 of each year. The first Measurement Date will be December 31, 2025. ‘Measurement Period’ shall mean the period of four consecutive fiscal quarters ending on a Measurement Date. ‘Revolving Credit Commitment’ shall mean the obligation of the Lender to make Revolving Credit Loans to the Borrowers and to issue Letters of Credit for the account of the Borrowers, in an aggregate principal amount not to exceed $20,000,000, as the same may be changed from time to time pursuant to the terms hereof. “Revolving Credit Termination Date” means the earliest to occur of (a) August 28, 2027, and (b) the termination of the Revolving Credit Commitment pursuant to Section 8.02 or Section 2.04 ‘Total Usage” means, at any date of determination, the sum of: (a) the aggregate outstanding principal balance of the Revolving Credit Loans; plus (b) the Letter of Credit Obligations. (b) Section 1.01 of the Original Agreement is hereby further amended by deleting the definitions of the following terms “Overline Commitment”, “Overline Commitment Period”, “Overline Loans”, “Overline Termination Date”, “Quarterly Measurement Date” and “Semi-Annual Measurement Date” and by inserting the following new definitions of the term “Hedge Agreement(s)” in the appropriate alphabetical order: ‘ ‘Hedge Agreement(s)” means any or all Swap Transaction Documents.” (c) Section 2.02A of the Original Agreement which had provided for an “Overline Commitment” is hereby amended in its entirety to read as follows:


 
3 “Section 2.02A Intentionally Deleted.” (d) Section 2.03A of the Original Agreement which had provided the procedure for Overline borrowing is hereby amended in its entirety to read as follows: “Section 2.03A Intentionally Deleted.” (e) Section 2.05(c) of the Original Agreement regarding the Overline Note is hereby amended in its entirety to read as follows: (f) “Section 2.05(c) Intentionally Deleted.” (g) Section 2.07(a) of the Original Agreement is hereby amended in its entirety to read as follows: “ (a) if, at any time, the Total Usage would exceed the lesser of (A) the Revolving Credit Commitment or (B) the Borrowing Base, then the Borrowers shall immediately prepay the amount of such excess together with interest on the amount prepaid; any prepayment shall be applied first to prepay the Revolving Credit Loans and then to cash collateralize the Letter of Credit Obligations on terms acceptable to the Lender.” (h) Section 6.01(c) of the Original Agreement is hereby amended in its entirety to read as follows: “ (c) as soon as available, but in any event not later than 45 days after the end of each fiscal quarter occurring during each fiscal year of Air T, the unaudited combined and combining balance sheets of the Borrowers as at the end of such fiscal quarter and the related unaudited combined and combining statements of income and of cash flows for such fiscal quarter and the portion of the fiscal year through the end of such fiscal quarter, setting forth in each case in comparative form the figures for the previous year, certified by a Responsible Officer of the Loan Party Agent as being fairly stated in all material respects (subject to normal year-end audit adjustments).” (i) Section 6.02(b) of the Original Agreement is hereby amended in its entirety to read as follows: “ On the same dates as delivery of the financial statements in Error! Reference source not found. above for the fiscal quarters ending December 31 and March 31 of each year, a compliance certificate in the form of Exhibit A from a Responsible Officer of the Loan Party Agent (i) containing all information and calculations necessary for determining compliance by the Borrowers with the provisions of this Agreement as of the last day of such fiscal quarter of the Borrowers, as the case may be and (ii) stating that to the best of such Responsible Officer's knowledge, each


 
4 Loan Party during such period has observed and performed in all material respects all of the covenants and other agreements, and satisfied every condition contained in this Agreement and the other Loan Documents to which it is a party to be observed, performed, or satisfied by it, and that such officer has not obtained any knowledge of any Default or Event of Default except as specified in such certificate;” (j) Section 7.12 of the Original Agreement is hereby amended in its entirety to read as follows: “Section 7.12. Financial Covenants. (a) Permit the Debt Service Coverage Ratio to be less than 1.25 to 1.00 at any Measurement Date; or (b) Permit the Leverage Ratio to be greater than 3.00 to 1.00 at any Annual Measurement Date.” (k) The form of Compliance Certificate attached as Exhibit A to the Original Agreement is hereby amended in its entirety to conform with the form of Compliance Certificate (Amended 8/2025) attached as Exhibit A to this Amendment. (l) The form of Borrowing Base Certificate attached as Exhibit B to the Original Agreement is hereby amended in its entirety to conform with the form of Borrowing Base Certificate (Amended 8/2025) attached as Exhibit B to this Amendment. 3. Termination of Overline Commitment. The “Overline Commitment” under the Original Agreement is hereby terminated. On and after the Effective Date of this Amendent, the Lender will be under no obligation to make Overline Loans to the Borrowers and any outstanding Overline Lines will be deemed to be outstanding Revolving Credit Loans. 4. Conditions to Effectiveness. This Amendment shall become effective as of the date first set forth above (the “Effective Date”) when, and only when, the Lender shall have received: (a) this Amendment, duly executed by a Responsible Officer of each Loan Party; (b) an Amended and Restated Revolving Credit Note (the “A&R Revolving Credit Note”), in the form provided by the Lender, duly executed by a Responsible Officer of each Borrower; (c) an Amended and Restated Term Note A (the “A&R Term Note A”), in the form provided by the Lender, duly executed by a Responsible Officer of each Borrower; (d) a certificate of the secretary of each Borrower in the form provided by the Lender, appropriately completed and duly executed by such Borrower’s secretary;


 
5 (e) an Acknowledgment and Agreement, in the form provided by the Lender, duly executed by a Responsible Officer of Air T in its capacity as Guarantor; (f) an ISDA Master Agreement, in the form provided by the Lender, duly executed by a Responsible Officer of each Borrower; (g) a Schedule to ISDA Master Agreement, in the form provided by the Lender, duly executed by a Responsible Officer of each Borrower; (h) an Unlimited Continuing Guaranty (Swap Transactions), in the form provided by the Lender, duly executed by a Responsible Officer of Air T; (i) a Swap Customer Agreement, in the form provided by Lender, duly completed and executed by a Responsible Officer of each Loan Party; (j) an amendment fee in the amount of $100,000, payable in immediately available funds; (k) certificates of good standing for each Loan Party issued by the state of its formation; (l) results of lien searches acceptable to Lender; and (m) such other documents, instruments and certificates as the Lender may reasonably request. 5. Representations and Warranties. To induce the Lender to enter into this Amendment, the Loan Parties jointly and severally represent and warrant to the Lender as follows: (a) The execution, delivery and performance by the Borrowers, the Borrowers’ Agent and the Guarantor of this Amendment and each other Loan Document 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 any such Person’s formation or governance documents, any agreement binding on or applicable to any such Person or any such Person’s property, or any law or governmental regulation or court decree or order, binding upon or applicable to any such Person or of any such Person’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 any such Person or any such Person’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


 
6 audited annual financial statements and internally-prepared interim financial statements of Loan Parties shall be deemed to be a reference to the audited financial statements and interim financial statements, as the case may be, most recently delivered to the Lender pursuant to Section 6.01(a), 6.01(b) or 6.01(c) of the Original Agreement; (c) No events have taken place and no circumstances exist at the date hereof which would give any Loan Party 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 Loan Party 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; and (e) Before and after giving effect to this Amendment, there does not exist any Default or Event of Default. 6. Release. The Borrowers, the Borrowers’ Agent and the Guarantor 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 any of the Borrowers, the Borrowers’ Agent or the Guarantor 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 Loan Parties in connection with the Loan Documents and the transactions related thereto 7. 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; (ii) any Loan Document to “the Revolving Credit Note,” “thereunder,” “thereof,” “therein” or words of like import referring to the Revolving Credit Note shall include a reference to the A&R Revolving Credit Note executed and delivered by the Borrowers pursuant to this letter amendment; and (iii) any Loan Document to “the Term Note A,” “thereunder,” “thereof,”


 
7 “therein” or words of like import referring to the Term Note A shall include a reference to the A&R Term Note A executed and delivered by the Borrowers 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 Original Agreement or any other Loan Document, nor constitute a waiver of any provision of the Agreement or any such other Loan Document. 8. 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. 9. 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, BUT GIVING EFFECT TO FEDERAL LAWS OF THE UNITED STATES APPLICABLE TO NATIONAL BANKS. 10. 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. 11. 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; provided, that each of the undersigned agree to promptly deliver to Lender original signed counterparts of this Amendment upon request by Lender. 12. Recitals. The Recitals hereto are incorporated herein by reference and constitute a part of this Amendment. [SIGNATURE PAGES FOLLOW]


 












EXHIBIT A FORM OF COMPLIANCE CERTIFICATE (Amended 8/2025) Alerus Financial, National Association 2805 Dodd Rd., Suite 160 Eagan, MN 55121 Attention: Mr. Eric P. Gundersen, Senior Vice President The undersigned is the Loan Party Agent under that certain Credit Agreement, dated as of August 29, 2024 (as amended to date and as the same may be further amended, modified or supplemented from time to time, herein called the “Agreement;” capitalized terms not otherwise defined herein being used as therein defined) by and among Air’Zona Aircraft Services, Inc., an Arizona corporation, CSA Air, Inc., a North Carolina corporation, Global Ground Support, LLC, a North Carolina limited liability company, Jet Yard, LLC, an Arizona limited liability company, Jet Yard Solutions, LLC, an Arizona limited liability company, Mountain Air Cargo, Inc., a North Carolina corporation, Worldwide Aircraft Services, Inc., a Kansas corporation, Royal Aircraft Services, LLC, a Maryland limited liability company, and Worthington Aviation, LLC, a North Carolina limited liability company (such entities being sometimes collectively referred to herein as the “Borrowers” and individually as a “Borrower”), the undersigned, in its capacity as Loan Party Agent, and Alerus Financial, National Association (the “Lender”). Pursuant to Section 6.02(a) of the Agreement, the undersigned certifies to the Lender as follows: (a) The financial statements of the Borrowers attached hereto for the period ending ______________, 202__ (the “Financial Statements”) have been prepared in accordance with GAAP (except, in the case of the interim financial statements, for the absence of footnotes and subject to customary year-end adjustments). (b) The representations and warranties contained in Article V of the Credit Agreement are true and correct as of the date hereof as though made on that date except to the extent that such representations and warranties expressly relate to an earlier date and except that the representations and warranties set forth in Section 5.04 of the Credit Agreement shall be deemed to refer to the financial statements then most recently delivered to the Lender pursuant to Section 6.01(a) or (b) of the Credit Agreement, as the case may be. (c) As of _________, 202__ (the “Measurement Date”), no Default or Event of Default has occurred and is continuing [except (describe here any Default or Event of Default and the action which the undersigned proposes to take with respect thereto.)].


 
(d) Section 7.12(a). As of the Measurement Date, the minimum permitted Debt Service Coverage Ratio was 1.25 to 1.00 and the actual Debt Service Coverage Ratio was ___ to 1.00, as calculated in accordance with the Credit Agreement as set forth on the spreadsheet attached hereto as Schedule I and incorporated herein by reference. (e) Section 7.12(b). As of the Measurement Date, the maximum permitted Leverage Ratio was 3.00 to 1.00 and the actual Leverage Ratio was ___ to 1.00, as calculated in accordance with the Credit Agreement as set forth on the spreadsheet attached hereto as Schedule I and incorporated herein by reference. AIR T, INC., as Loan Party Agent, on behalf of the Borrowers By Title: Date:


 
Schedule I to Compliance Certificate Covenant Calculations [see attached]


 
EXHIBIT B FORM OF BORROWING BASE CERTIFICATE (Amended 8/2025) Alerus Financial National Association 2805 Dodd Rd., Suite 160 Eagan, MN 55121 Attention: Mr. Eric P. Gundersen, Senior Vice President Date: Report No. The undersigned is the Loan Party Agent under that certain Credit Agreement, dated as of August 29, 2024 (as amended to date and as the same may be further amended, modified or supplemented from time to time, herein called the “Agreement;” capitalized terms not otherwise defined herein being used as therein defined) by and among Air’Zona Aircraft Services, Inc., an Arizona corporation, CSA Air, Inc., a North Carolina corporation, Global Ground Support, LLC, a North Carolina limited liability company, Jet Yard, LLC, an Arizona limited liability company, Jet Yard Solutions, LLC, an Arizona limited liability company, Mountain Air Cargo, Inc., a North Carolina corporation, Worldwide Aircraft Services, Inc., a Kansas corporation, Royal Aircraft Services, LLC, a Maryland limited liability company, and Worthington Aviation, LLC, a North Carolina limited liability company (such entities being sometimes collectively referred to herein as the “Borrowers” and individually as a “Borrower”), the undersigned, in its capacity as Loan Party Agent, and Alerus Financial, National Association (the “Lender”). The Loan Party Agent hereby reaffirms, on behalf of the Borrowers, all representations and warranties to the Credit Agreement and certifies and warrants that the Borrowers hold, subject to the security interest of the Lender under the Agreement, and the other Loan Documents, the following Collateral computed as of ______ __, 202_. A. ACCOUNTS RECEIVABLE 1. Accounts Receivable Balance as of period ending above $__________ 2. Less: Ineligible Accounts a. Receivables over 90 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 80% 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 landlord/bailee/warehousem an’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/warehousem $_____________ __


 
an’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 C. Borrowing Base: 1. (Line A.5 + Line B.11) $____________ __ 1 Limited to not more than 75% of Total Borrowing Base


 
D. Revolving Credit Availability/Amount to be Repaid: 1. Total Usage (Outstanding principal balance of Revolving Loans + Letter of Credit Obligations) $_______________ 2. Revolving Credit Commitment $20,000,000 3. Borrowing Base (Line C.1.) 4A. Revolving Credit Availability (Amount by which the lesser of [Line D.2 and Line D.3] exceeds Line D.1) $_______________ OR 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]) The undersigned further certifies and warrants that (a) no Event of Default is existing as of the date hereof and, to the best knowledge and belief of the officer of the Loan Party Agent 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 (b) the Accounts Receivable aging attached as Schedule B to this Borrowing Base Certificate, and (c) the Accounts Payable aging attached as Schedule C to this Borrowing Base Certificate is true and correct as of the date hereof. [signature page follows]


 
The Loan Party Agent further certifies and warrants, on behalf of itself and the Borrowers, that no Event of Default is existing as of the date hereof and, to the best knowledge and belief of the officer of the Loan Party Agent 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 date specified above which would materially reduce the amounts shown if such amounts were computed as of the date of this Borrowing Base Certificate. AIR T, INC., as Loan Party Agent By Title: Date:


 
SCHEDULE A TO BORROWING BASE CERTIFICATE INVENTORY REPORT [see attached]


 
SCHEDULE B TO BORROWING BASE CERTIFICATE ACCOUNTS RECEIVABLE AGING [SEE ATTACHED]


 
SCHEDULE C TO BORROWING BASE CERTIFICATE ACCOUNTS PAYABLE AGING [SEE ATTACHED]


 
EX-10.3 4 a103-03amendedandrestate.htm EX-10.3 a103-03amendedandrestate
087847\013\7038279.v2 AMENDED AND RESTATED TERM NOTE A U.S. $9,188,571.40 Dated as of September 3, 2025 Minnetonka, Minnesota FOR VALUE RECEIVED, the undersigned, AIR’ZONA AIRCRAFT SERVICES, INC., an Arizona corporation, CSA AIR, INC., a North Carolina corporation, GLOBAL GROUND SUPPORT, LLC, a North Carolina limited liability company, JET YARD, LLC, an Arizona limited liability company, JET YARD SOLUTIONS, LLC, an Arizona limited liability company, MOUNTAIN AIR CARGO, INC., a North Carolina corporation, ROYAL AIRCRAFT SERVICES, LLC, a Maryland limited liability company, WORLDWIDE AIRCRAFT SERVICES, INC., a Kansas corporation, and WORTHINGTON AVIATION, LLC, a North Carolina limited liability company, such entities being sometimes collectively referred to herein as the “Borrowers” and individually as a “Borrower”), jointly and severally promise to pay to the order of ALERUS FINANCIAL, NATIONAL ASSOCIATION, a national banking association (the “Lender”), the principal sum of NINE MILLION ONE HUNDRED EIGHTY EIGHT THOUSAND FIVE HUNDRED SEVENTY ONE AND 40/100THS DOLLARS ($9,188,571.40) on or before August 15, 2029, or such earlier date as this promissory note (this “Note”) may be declared due and payable by Lender pursuant to the terms hereof and the terms of the Credit Agreement (the “Maturity Date”), together with interest on the principal amount thereof outstanding from time to time at the rate or rates described below, and any and all other amounts which may be due and payable hereunder or under any of the Loan Documents (as hereinafter defined) from time to time. This Note is made pursuant to the terms and conditions set forth in that certain Credit Agreement dated of even date herewith by and between Borrowers and Lender (as amended, modified, supplemented or restated from time to time being the “Credit Agreement”). The amount disbursed by the Lender to Borrowers, repayment of which is evidenced by this Note, is referred to as the “Loan”. All capitalized terms used and not expressly defined herein shall have the meanings given to such terms in the Credit Agreement. 1. Interest. (a) Interest Rate. The Borrowers jointly and severally promise to pay interest (computed on the basis of the number of days elapsed in a year of 360 days) 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 sum of (i) 2.00% (the “Applicable Margin”) plus (ii) the Index (hereinafter defined), as in effect on the date hereof and as the same may adjust from time to time. Interest accrued during each calendar month shall be due and payable on the fifteenth day of the following calendar month, with the first such interest payment due on September 15, 2025. Interest shall also be payable at maturity and interest accrued after maturity shall be payable on demand. (b) Variable Interest Rate. The interest rate on this Note is subject to change from time to time based on changes in an independent index which is the CME one-month term SOFR published by CME Group Benchmarks Administration Limited (or a successive administrator designated by the relevant authority) for the date that is one U.S.


 
AMENDED AND RESTATED TERM NOTE A Page 2 U.S. $9,188,571.40 Dated as of September 3, 2025 Minnetonka, Minnesota DMS_US.365827886.2 Government Securities Business Day prior to the Reset Date (the “Index”). The Index is not necessarily the lowest rate charged by Lender on its loans. Lender will tell Borrowing Agent the current index rate upon Borrowing Agent’s request. The interest rate change will not occur more often than each month. For purposes of this Note, “U.S. Government Securities Business Day” means any day except for (i) a Saturday, (ii) a Sunday or (iii) a day on which the Securities Industry and Financial Markets Association recommends that the fixed income departments of its members be closed for the entire day for purposes of trading in United States government securities. (c) Rate Change Effective Date. Each change in interest rate shall be effective on the 15th day of each month commencing on September 15, 2025 (the “Reset Date”). (d) Regulatory Change; etc. Interest on the unpaid principal balance of this Note will be calculated as described in the “INTEREST CALCULATION METHOD” paragraph. Notwithstanding anything herein to the contrary, if the Lender determines in good faith (which determination shall be conclusive, absent manifest error) that: (A) adequate and fair means do not exist for ascertaining CME one-month term SOFR, (B) CME one-month term SOFR does not accurately reflect the cost to the Lender of the Loan, or (C) a Regulatory Change (as hereinafter defined) shall, in the reasonable determination of the Lender, make it unlawful or commercially unreasonable for the Lender to use CME one-month term SOFR as the index for purposes of determining the interest rate, then: (i) CME one-month term SOFR shall be replaced with an alternative or successor rate or index chosen by the Lender in its reasonable discretion; and (ii) the Applicable Margin may also be adjusted by Lender in its reasonable discretion, giving due consideration to market convention for determining rates of interest on comparable loans. “Regulatory Change” shall mean a change in any applicable law, treaty, rule, regulation or guideline, or the interpretation or administration thereof, by the administrator of the relevant benchmark or its regulatory supervisor, any governmental authority, central bank or other fiscal, monetary, or other authority having jurisdiction over Lender or its lending office. Such an amendment to the terms of this Note will become effective and bind Borrowers 10 Business Days after Lender gives written notice to Borrowing Agent without any action or consent of the Borrowers. NOTICE: Under no circumstances will the interest rate on this Note be more than the maximum rate allowed by applicable law. If any payment hereunder becomes due and payable on a day other than a Business Day, such payment shall be effective the next succeeding Business Day, provided, however, payments scheduled to be made automatically from an Alerus Financial, National Association deposit account on the date the payment is due will be applied in reduction of the Note balance effective as of the scheduled payment date. (e) Upon the occurrence of an Event of Default, including failure to pay upon final maturity, the interest rate on this Note shall be increased by adding an additional 5.000 percentage point margin (such increased rate of interest being, the “Default Rate”). However, in no event will the interest rate exceed the maximum interest rate limitations


 
AMENDED AND RESTATED TERM NOTE A Page 3 U.S. $9,188,571.40 Dated as of September 3, 2025 Minnetonka, Minnesota DMS_US.365827886.2 under applicable law. 2. Payment Terms. (a) Payment Dates. Both principal and interest are payable in lawful money of the United States of America to the Lender at Alerus Financial, National Association, 11100 Wayzata Blvd, #570, Minnetonka, MN 55305 (or other location specified by the Lender) in immediately available funds. Borrowers shall jointly and severally pay the principal of this Note and interest thereon as follows: i. on the fifteenth day of each month, commencing September 15, 2025, there shall be due and Borrowers shall jointly and severally make payments of interest accrued on the outstanding principal balance of the indebtedness evidenced by this Note, plus, the principal payments set forth on Exhibit A attached to this Note and incorporated herein by reference; and ii. the Loan shall be due and payable in full, and Borrowers hereby jointly and severally promise to pay the outstanding principal amount of the Loan to Lender, together with all accrued interest thereon then remaining unpaid and all other unpaid amounts, charges, fees and expenses outstanding under this Note or under any of the other Loan Documents, on the Maturity Date, subject to earlier prepayment as provided herein or in any other Loan Document. (b) Method of Payments. By its execution of this Note, each Borrower authorizes the Lender to charge from time to time against any of such Borrower’s depository accounts maintained with the Lender any such payments when due and the Lender will use its reasonable efforts to notify the Borrowing Agent of such charges. (c) Application of Payments. At Lender’s option, any payment or prepayment under this Note may be applied first to the payment of charges, fees and expenses (other than principal and interest) under this Note and any other agreement or writing in connection with this Note, second to the payment of interest accrued to the date of payment, and third to the payments of scheduled principal under this Note in inverse order of maturity. Also, at Lender’s option, if there is any overpayment of interest under this Note, Lender may hold the excess and apply it to future interest accruing under this Note. No prepayment shall suspend any required payments of either principal or interest or reduce the amount of any scheduled payment. 3. Interest Calculation Method. Interest on this 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 this Note is computed using this method. If any payment to be made by the Borrowers hereunder shall become due on a day other than a Business Day, such payment shall be


 
AMENDED AND RESTATED TERM NOTE A Page 4 U.S. $9,188,571.40 Dated as of September 3, 2025 Minnetonka, Minnesota DMS_US.365827886.2 made on the next succeeding Business Day (without the obligation to pay the additional days of accrued interest). 4. Prepayment; Minimum Interest Charge. This Note may be prepaid in whole or in part at any time; provided, however, (i) that any such prepayment is accompanied by accrued interest on the amount being prepaid through the date of prepayment and (ii) such prepayment shall be accompanied by a prepayment premium in immediately available funds (the “Prepayment Premium”) equal to: (1) 3.00% of the amount prepaid if such event occurs during the first Loan Year, (2) 2.00% of the amount prepaid if such event occurs during the second or third Loan Year, (3) 1.00% of the amount prepaid if such event occurs during the fourth or fifth Loan Year, and (4) there shall be no Prepayment Premium if the Loan is prepaid at any time after the fifth Loan Year; provided, that, no Prepayment Premium shall be assessed if either (a) this Note is refinanced by Lender; or (b) this Note is prepaid with funds from the Borrowers’ internally generated cash flows. For purposes of this Note, the term “Loan Year” shall mean the twelve (12) month period that commenced on August 29, 2024 (or the anniversary date thereof in any subsequent year) and ending on the day preceding the immediately following anniversary date of this Note, (e.g., the first Loan Year shall end on August 28, 2025 and the second Loan Year shall commence on August 29, 2025). In any event, even upon full prepayment of this Note, Borrowers understand that Lender is entitled to a minimum interest charge of $10.00. Early payments will not, unless agreed to by Lender in writing, relieve Borrowers of Borrowers’ obligation to continue to make payments of accrued unpaid interest. Rather, early payment will reduce the principal balance due. 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 amount owed to Lender. All written communications concerning disputed amounts, including any check or other payment instrument that indicates that the payment constitutes “payment in full” of the amount owed or that is tendered with other conditions or limitations or as full satisfaction of a disputed amount must be mailed or delivered to: Alerus Financial, National Association, 11100 Wayzata Blvd, #570, Minnetonka, MN 55305. Prepayment of the principal amount of the Note, in whole or in part, whether voluntary or involuntary, will be subject to payment by Borrowers to Lender of all assessments, losses, fees and costs of any kind or nature incurred by Lender under any and all Swap Transaction Documents by and between Borrowers and Lender, which arise, directly or indirectly, as a result of such prepayment. Moreover, at no time during the term of the Loan may the then principal balance of the Loan be less than the then remaining notional amount of the Swap, and any prepayment of the Note below the notional amount will require an equivalent reduction in the notional amount under the Swap Transaction Documents. This prepayment penalty provision is only applicable if the Borrowers and Lender have entered into a Swap Transaction evidenced by a separate Swap Transaction Document.


 
AMENDED AND RESTATED TERM NOTE A Page 5 U.S. $9,188,571.40 Dated as of September 3, 2025 Minnetonka, Minnesota DMS_US.365827886.2 5. Late Charge. If a payment due hereunder is not made within ten days after the date when due, Borrowers shall pay to Lender a late payment charge of 5% of the amount of the overdue payment to compensate Lender for a portion of the cost related to handling the overdue payment. 6. Credit Agreement. This Note is the Term Note A referred to in, and is entitled to the benefits of, the Credit Agreement. The Credit Agreement, among other things, (i) contains provisions for acceleration of the maturity hereof upon the happening of certain stated events prior to the maturity hereof upon the terms and conditions therein specified; (ii) contains provisions for the mandatory prepayment hereof upon certain conditions; and (iii) contains provisions for the voluntary prepayment hereof, upon certain conditions. 7. Security Agreement. This Note is secured by, among other things, that certain Security Agreement, dated as of August 29, 2024, executed by the Borrowers in favor of the Lender, and certain other Loan Documents. 8. Waiver of Presentment and Demand for Payment; Etc. Each Borrower and any endorsers or guarantors hereof severally waive presentment and demand for payment, notice of intent to accelerate maturity, protest or notice of protest and non-payment, bringing of suit and diligence in taking any action to collect any sums owing hereunder or in proceeding against any of the rights and properties securing payment hereunder, and expressly agree that this Note, or any payment hereunder, may be extended from time to time, and consent to the acceptance of further security or the release of any security for this Note, all without in any way affecting the liability of any Borrower and any endorsers or guarantors hereof. No extension of time for the payment of this Note, or any installment thereof, made by agreement by Lender with any person now or hereafter liable for the payment of this Note, shall affect the original liability under this Note of the undersigned, even if the undersigned is not a party to such agreement. 9. Event of Default. Any Event of Default (as defined in the Credit Agreement) shall constitute an Event of Default under this Note. Upon the occurrence of an Event of Default, in addition to any other rights or remedies Lender may have at law or in equity or under the Credit Agreement or under any other Loan Document, Lender may, at its option, without notice to Borrowers, declare immediately due and payable the entire unpaid principal sum hereof, together with all accrued and unpaid interest thereon plus any other sums owing at the time of such Event of Default pursuant to this Note, the Security Agreement or any other Loan Document. Notwithstanding the foregoing, Obligations evidenced by Swap Transaction Documents shall be terminated only in accordance with the terms of the respective Swap Transaction Document. The failure to exercise the foregoing or any other options shall not constitute a waiver of the right to exercise the same or any other option at any subsequent time in respect of the same event or any other event. The acceptance by the holder of any payment hereunder which is less than payment in full of all amounts due and payable at the time of such payment shall not constitute a waiver of the right to exercise any of the foregoing options at that time or at any subsequent time. 10. Expense Reimbursement. Borrowers jointly and severally agree to pay expenses relating to this Note as set forth in the Credit Agreement.


 
AMENDED AND RESTATED TERM NOTE A Page 6 U.S. $9,188,571.40 Dated as of September 3, 2025 Minnetonka, Minnesota DMS_US.365827886.2 11. Successors and Assigns. This Note shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns except that no Borrower may assign or transfer their rights hereunder without the prior written consent of Lender, which consent may be withheld in Lender’s sole discretion. 12. Usury. Borrowers and Lender agree that no payment of interest or other consideration made or agreed to be made by Borrowers to Lender pursuant to this Note shall, at any time, be in excess of the maximum rate of interest permissible by law. In the event such payments of interest or other consideration provided for in this Note shall result in an effective rate of interest which, for any period of time, is in excess of the limit of the usury or any other law applicable to the Loan evidenced hereby, all sums in excess of those lawfully collectible as interest for the period in question shall, without further agreement or notice between or by any party hereto, be applied to the unpaid principal balance and not to the payment of interest; if a surplus remains after full payment of principal and lawful interest, the surplus shall be remitted by Lender to Borrowers, and Borrowers hereby agree to accept such remittance. This provision shall control every other obligation of the Borrowers and Lender relating to this Note. 13. Business Purpose Loan. The Loan is a business loan. Borrowers hereby represent that this loan is for commercial use and not for personal, family or household purposes. The Borrowers agree that the Loan evidenced by this Note is an exempted transaction under the Truth In Lending Act, 15 U.S.C., §1601, et seq. 14. Governing Law. THE VALIDITY, CONSTRUCTION AND ENFORCEABILITY OF THIS NOTE SHALL BE GOVERNED BY THE INTERNAL LAWS OF THE STATE OF MINNESOTA, WITHOUT GIVING EFFECT TO CONFLICT OF LAWS PRINCIPLES THEREOF, BUT GIVING EFFECT TO FEDERAL LAWS OF THE UNITED STATES APPLICABLE TO NATIONAL BANKS. 15. Severability. The invalidity or unenforceability in particular circumstances of any provision of this Note shall not extend beyond such provision or such circumstances and no other provision of this instrument shall be affected thereby. In connection with the actual or prospective sale by the Lender of any interest or participation in the loan obligation evidenced by this Note, Borrowers hereby authorize the Lender to furnish any information concerning Borrowers or any of their affiliates, however acquired, to any person or entity. 16. Waiver of Right to Jury Trial; Venue. EACH BORROWER WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY ACTION RELATING TO OR ARISING FROM THIS NOTE. AT THE OPTION OF LENDER, THIS NOTE MAY BE ENFORCED IN ANY UNITED STATES DISTRICT COURT FOR THE DISTRICT OF MINNESOTA OR THE STATE COURT SITTING IN HENNEPIN OR RAMSEY COUNTY, MINNESOTA. EACH BORROWER CONSENTS TO THE JURISDICTION AND VENUE OF ANY SUCH COURT AND WAIVES ANY ARGUMENT THAT VENUE IN SUCH FORUMS IS NOT PROPER OR CONVENIENT. IN THE EVENT AN ACTION IS COMMENCED IN ANOTHER JURISDICTION OR VENUE UNDER ANY TORT OR CONTRACT THEORY ARISING


 
AMENDED AND RESTATED TERM NOTE A Page 7 U.S. $9,188,571.40 Dated as of September 3, 2025 Minnetonka, Minnesota DMS_US.365827886.2 DIRECTLY OR INDIRECTLY FROM THE RELATIONSHIP CREATED BY THIS NOTE, LENDER, AT ITS OPTION, SHALL BE ENTITLED TO HAVE THE CASE TRANSFERRED TO ONE OF THE JURISDICTIONS AND VENUES ABOVE DESCRIBED, OR IF SUCH TRANSFER CANNOT BE ACCOMPLISHED UNDER APPLICABLE LAW, TO HAVE SUCH CASE DISMISSED WITHOUT PREJUDICE. 17. Amendment and Restatement. This Note is being executed and delivered in amendment and restatement of, but not in payment of, that certain Term Note A dated August 29, 2024, made by certain of the Borrowers, payable to the order of the Lender in the original principal amount of $10,720,000.00 (the “Existing Note”), and is given in substitution for, but not in payment of, the Existing Note. Delivery and acceptance of this Note shall not evidence repayment of or a novation with respect to the Existing Note or any remaining indebtedness under the Existing Note, which indebtedness remains outstanding and shall be evidenced by this Note. [signature page follows]


 








EXHIBIT A to Term Note A MONTHLY PRINCIPAL PAYMENT SCHEDULE [see attached]


 
















EX-10.4 5 a104-04acknowledgmentand.htm EX-10.4 a104-04acknowledgmentand
087847\013\7032449.v3 ACKNOWLEDGMENT AND AGREEMENT Dated: September 3, 2025. The undersigned, Air T, Inc., a Delaware corporation (together with its successors and assigns, the “Guarantor”), has (a) guaranteed the payment and performance of all obligations of its affiliates identified on Schedule A attached hereto (together with their respective successors and assigns, the “Existing Borrowers”), to ALERUS FINANCIAL, NATIONAL ASSOCIATION, a national banking association (together with its successors and assigns, the “Lender”), pursuant to the terms of a Guaranty dated as of August 29, 2024 (the “Guaranty”) executed by the Guarantor in favor of the Lender, which obligations include, without limitation, all “Obligations” of the Borrowers to the Lender pursuant to that certain Credit Agreement dated as of August 29, 2024, as previously amended by that certain Amendment No. 1 Credit Agreement and Other Loan Documents dated as of January 21, 2025, by that certain Amendment No. 2 to Credit Agreement and Consent dated as of February 21, 2025, by that certain Amendment No. 3 to Credit Agreement dated as of March 31, 2025, and by that certain Amendment No. 4 to Credit Agreement and Consent dated as of May 15, 2025 (as so amended, the “Original Agreement”); and (b) pursuant to that certain Pledge Agreement dated as of August 29, 2024 (Pledge Agreement”), executed by the Guarantor in favor of the Lender, pledged to the Lender as collateral for the payment and performance of the Obligations, in all of the Guarantor’s right, title and interest in and to the “Account” maintained by Guarantor with the “Securities Intermediary” as such terms are defined in the Pledge Agreement. The Guarantor acknowledges that it has received a copy of the proposed Amendment No. 5 to Credit Agreement dated to be effective on or about the date hereof (the “Amendment”) amending certain terms of the Original Agreement and providing for an increase in the Revolving Credit Commitment. The Guarantor (a) confirms that the Guaranty and the Pledge Agreement remain in full force and effect, (b) agrees and acknowledges that the Amendment shall not in any way impair or limit the rights of the Lender under the Guaranty or under the Pledge Agreement, and (c) hereby acknowledges and agrees that (i) pursuant to the Guaranty, the Guarantor guarantees the payment and performance of all Obligations under the Original Agreement, as amended by the Amendment, and (ii) pursuant to the Pledge Agreement the Guarantor continues to grant a security interest to the Lender in the “Account” and the “Pledged Securities” held in the Account to secure all Obligations under the Original Agreement, as amended by the Amendment. The Guarantor agrees that each reference to the “Credit Agreement”, the “Loan Agreement”, “therein”, “thereof”, “thereby” or words of similar effect referring to the Credit Agreement in any Loan Document to which the Guarantor is a party shall mean and be a reference to the Original Agreement, as amended by the Amendment. The Guarantor: (a) represents and warrants to the Lender that no events have taken place and no circumstances exist at the date hereof which would give the Guarantor any right to assert a defense, offset or counterclaim to any claim by the Lender for payment of the Obligations guaranteed by the Guarantor or for the enforcement of the Guaranty; and (b) hereby releases and forever discharges the Lender and its successors, assigns, directors, officers, agents, employees and participants from any and all actions, causes of action, suits, proceedings, debts, sums of money, covenants, contracts, controversies, claims and demands, at law or in equity, which the


 
Guarantor ever had or now has against the Lender or its successors, assigns, directors, officers, agents, employees or participants by virtue of their relationship to any Borrower(s) or the Guarantor in connection with the Loan Documents and the transactions related thereto. Nothing in this Acknowledgment and Agreement requires the Lender to obtain the consent of the Guarantor to any future amendment, modification or waiver to the Original Agreement, as amended by the Amendment, or any other Loan Document to which the Guarantor is a party except as expressly required by the terms of the Loan Documents to which the Guarantor is a party. The delivery of a facsimile, pdf or other digital copy of an executed counterpart of this Acknowledgment and Agreement shall be deemed to be valid execution and delivery of this Acknowledgment and Agreement; provided, that the Guarantor agrees to promptly provide Lender with an original signed counterpart of this Acknowledgment and Agreement upon request by Lender. [SIGNATURE PAGE FOLLOWS]


 




[Guarantor Acknowledgment and Agreement Signature Page] SCHEDULE A Air’Zona Aircraft Services, Inc., an Arizona corporation CSA Air, Inc., a North Carolina corporation Global Ground Support, LLC, a North Carolina limited liability company Jet Yard, LLC, an Arizona limited liability company Jet Yard Solutions, LLC, an Arizona limited liability company Mountain Air Cargo, Inc., a North Carolina corporation Royal Aircraft Services, LLC, a Maryland limited liability company Worldwide Aircraft Services, Inc., a Kansas corporation Worthington Aviation, LLC, a North Carolina limited liability company


 
EX-10.5 6 a105-airzonaaircraftserv.htm EX-10.5 a105-airzonaaircraftserv
087847\013\7038254.v2 UNLIMITED CONTINUING GUARANTY (Swap Transactions) This Unlimited Continuing Guaranty (Swap Transactions) (this “Guaranty”) is made and entered into as of this 29th day of August, 2025, by the undersigned guarantor, whether one or more (collectively, the “Guarantor”), to and for the benefit of ALERUS FINANCIAL, NATIONAL ASSOCIATION (the “Bank”). RECITALS The Bank has entered into, or has agreed to enter into, the Swap Transactions (as hereinafter defined) with AIR’ZONA AIRCRAFT SERVICES, INC., CSA AIR, INC., GLOBAL GROUND SUPPORT, LLC, JET YARD, LLC, JET YARD SOLUTIONS, LLC, MOUNTAIN AIR CARGO, INC., WORLDWIDE AIRCRAFT SERVICES, INC., ROYAL AIRCRAFT SERVICES, LLC, and WORTHINGTON AVIATION, LLC (collectively, the “Borrower”). The Bank would not have agreed to enter into the Swap Transactions but for this Guaranty and the Guarantor’s agreement to guaranty the Obligations (as hereinafter defined); the Guarantor has received a direct and substantial benefit as a result of the Bank’s agreement to enter into the Swap Transactions and as a result of the delivery by the Guarantor of this Guaranty. NOW, THEREFORE, in consideration of the Bank’s agreement to enter into the Swap Transactions, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Guarantor hereby agrees: AGREEMENT 1. Definitions. The following terms used in this Guaranty shall have the following meanings: “Commodity Exchange Act” means the Commodity Exchange Act (7 U.S.C. § 1 et seq.), as amended from time to time, and any successor statute. “Excluded Swap Obligation” means, with respect to any Guarantor, any Swap Obligation if, and only to the extent that, all or a portion of the Guarantee of such Guarantor of, or the grant by such Guarantor of a security interest to secure, such Swap Obligation (or any Guarantee thereof) is or becomes illegal under the Commodity Exchange Act or any rule, regulation or order of the Commodity Futures Trading Commission (or the application or official interpretation of any thereof), including by virtue of such Guarantor’s failure for any reason to constitute an “eligible contract participant” as defined in the Commodity Exchange Act and the regulations thereunder at the time the Guarantee of such Guarantor or the grant of such security interest becomes effective with respect to such Swap Obligation. If a Swap Obligation arises under a master agreement governing more than one swap, such exclusion shall apply only to the portion of such Swap Obligation that is attributable to swaps for which such Guarantee or security interest is or becomes illegal. Docusign Envelope ID: 3865BFCA-A3D3-48D0-A045-081E2FD6CDDC


 
“Master Agreement” shall mean that certain ISDA Master Agreement dated August 29, 2025, by and between the Borrower and the Bank, including all Schedules and Annexes thereto, all as amended, modified, supplemented or extended from time to time. “Obligations” shall mean and include all of the following, whether now or hereafter existing: (a) the full, prompt and unconditional payment, when due of any and all Swap Obligations, and all other debts, obligations and liabilities of the Borrower, whether direct or indirect, absolute or contingent, liquidated or unliquidated, and whether of the same or a different nature, and howsoever and whenever created, arising, evidenced or acquired (including all renewals, extensions and modifications thereof and substitutions therefor and all interest thereon), under (i) any and all Swap Transactions including, without limitation, all debts, obligations and liabilities arising under the Master Agreement, and (ii) any and all cancellations, buy backs, reversals, terminations or assignments of any Swap Transactions, and irrespective of any invalidity thereof, the unenforceability thereof or the insufficiency, invalidity or unenforceability of any security therefor; (b) the full and prompt performance of and observance by the Borrower and the Guarantor of each and every term, covenant, agreement and condition to be performed or observed by the Borrower and the Guarantor under or pursuant to the terms of any Swap Document to which the Borrower or the Guarantor is a party, whether according to the present terms thereof, or pursuant to any extension of time or to any change or changes in the terms, covenants and conditions thereof now or at any time hereinafter made or granted; (c) the amount of any payments made to the Bank by or on behalf of the Borrower or the Guarantor which are recovered by any trustee, receiver, creditor or other party under any federal or state laws, including 11 U.S.C. §§101 et. seq.; and (d) the payment of all reasonable attorneys' fees, court costs and other costs and expenses incurred by the Bank in endeavoring to collect or enforce items (a) through (c) or in obtaining any legal advice with respect thereto or to otherwise enforce any provision of this Guaranty or any other Swap Document. “Qualified ECP Guarantor” means, in respect of any Swap Obligation, each Guarantor that has total assets exceeding $10,000,000 at the time the relevant guarantee or grant of the relevant security interest becomes effective with respect to such Swap Obligation or such other person as constitutes an “eligible contract participant” under the Commodity Exchange Act or any regulations promulgated thereunder or can cause another person to qualify as an “eligible contract participant” at such time by entering into a keepwell under Section 1a(18)(A)(v)(II) of the Commodity Exchange Act. “Swap Counterparty” means, with respect to any swap with the Bank, any person or entity that is or becomes a party to such swap. “Swap Documents” shall mean, collectively, the Master Agreement, this Guaranty and each and every other agreement, document or instrument executed by the Borrower or the Guarantor in connection with or otherwise evidencing, guarantying or securing the Swap Transactions. “Swap Obligation” means, with respect to any Guarantor, any obligation to pay or perform under any agreement, contract or transaction that constitutes a “swap” within the meaning of section 1a(47) of the Commodity Exchange Act between any Bank and one or more Swap Counterparties. Docusign Envelope ID: 3865BFCA-A3D3-48D0-A045-081E2FD6CDDC


 
“Swap Transactions” shall mean any transaction (including an agreement with respect thereto) now existing or hereafter entered into by the Borrower and the Bank which is a rate swap, basis swap, forward rate transaction, commodity swap, commodity option, equity or equity index swap, equity or equity index option, bond option, interest rate option, foreign exchange transaction, cap transaction, floor transaction, collar transaction, forward transaction, currency swap transaction, cross-currency rate swap transaction, currency option or any similar transaction (including any option with respect to any of these transactions) or any combination thereof, whether linked to one or more interest rates, foreign currencies, commodity prices, equity prices or other financial measures. 2. Guaranty. The Guarantor unconditionally and absolutely guarantees the due and punctual payment and performance of all of the Obligations, whether according to the present terms of the Obligations or any change or changes in the terms, covenants and conditions of any of the Obligations, or any earlier or accelerated date or dates for payment or performance of the Obligations. This Guaranty is a continuing guarantee of the payment of the indebtedness represented by the Obligations and is not limited to a guarantee of collection of the indebtedness represented by the Obligations. 3. Immediate Enforcement. No period of notice need be given the Guarantor to enforce or obtain payment of the Obligations. The Bank shall not be required to first take any action against the Borrower, any other guarantor of the Obligations, or any other party, or against any collateral security given to the Bank for any of the Obligations, in order to collect the Obligations from the Guarantor, and the Bank may, at its option, first proceed against the Guarantor to collect or enforce the Obligations. 4. Consent to Bank’s Authority. The Guarantor consents, without affecting the Guarantor's liability to the Bank hereunder, that the Bank may, without notice to or consent of the Guarantor and without the necessity for any additional agreement, endorsement or guaranty by the Guarantor, upon such terms as the Bank may deem advisable (a) extend, in whole or in part, by renewal or otherwise, the time for the payment of any of the Obligations or the performance of any term of the Obligations, or grant or permit any other modification, amendment, extension, or termination thereof, or engage in any other indulgence with respect thereto; (b) release, surrender, exchange, modify or impair any collateral securing any of the Obligations, or fail to perfect the Bank’s security interest in or realize upon any security or collateral for any of the Obligations, or accept additional security or collateral for any of the Obligations; (c) settle, compromise, release, surrender, modify or impair, or fail or refuse to enforce or exercise, any claims, rights, or remedies of any kind and nature against the Borrower, any other guarantor of the Obligations or any other party now or hereafter liable for the Obligations, or against any collateral security held by the Bank for any of the Obligations; (d) subordinate all or any part of the Obligations; (e) add or release any other person primarily or secondarily liable on any of the Obligations; (f) exercise its rights or proceed under this Guaranty or any other guaranty or other agreement against any one or more persons liable for the Obligations, including the Guarantor, with or without proceeding against all or any other of the persons liable for the Obligations; (g) fail to realize upon any of the Obligations or to proceed against the Borrower or any other guarantor or surety for any of the Obligations; (h) accept partial payments in respect of the Obligations and determine the allocation and application Docusign Envelope ID: 3865BFCA-A3D3-48D0-A045-081E2FD6CDDC


 
of payments in respect of the Obligations; and (i) enter into any additional confirmations of transactions under the Master Agreement. 5. No Impairment. This Guaranty shall remain in full force and effect without regard to, and the liability of the Guarantor hereunder shall not be affected or impaired by: (a) any waiver, consent, extension, indulgence or other action or inaction in respect to the Obligations; (b) any default by the Borrower or any other guarantor of the Obligations, or any limitation on the Borrower's or any other guarantor’s liability under the Obligations which may now or hereafter be imposed by any statute, regulation or rule of law; (c) any invalidity or unenforceability of, in whole or in part, or any irregularity or other defect in any Swap Document or the Obligations; (d) any failure or lack of diligence in collection, presentment, demand, notice of protest, notice of default and notice of nonpayment, any failure to notify the Borrower or the Guarantor of a failure to perform any covenant or agreement under any Swap Document or any failure to take any other required actions in respect of the Obligations; (e) any bankruptcy, insolvency, reorganization, arrangement, liquidation or similar proceeding involving or affecting the Borrower or the Guarantor, whether or not such proceeding results in the discharge or release of any obligation of the Borrower or the Guarantor under the Swap Documents; (f) any assignment, conveyance or other transfer of the Borrower's or the Guarantor’s interest in any collateral which may now or in the future secure payment or performance of the Obligations; (g) the discharge of or any release of any other guarantor of the Obligations, whether in any debtor - relief proceeding or by operation of law or otherwise; (h) the fact that the Guarantor may not receive any proceeds of the Swap Documents; (i) the lack of any genuineness, enforceability, or regularity of, or the lack of any authority or power of the Borrower to issue, execute, deliver and perform its obligations under, the Master Agreement or any other Swap Document; (j) any defense whatsoever which the Borrower may have to the payment or performance of any Swap Document or the Obligations; (k) any legal or equitable principle of marshalling or any other doctrine, rule or law requiring a creditor to first proceed against specific property, apply proceeds in a particular manner or otherwise exercise remedies so as to preserve the estates of joint obligors; (l) any failure of the Bank to perfect any mortgage or security interest which may hereafter be granted to secure payment or performance of the Obligations; (m) any fraud, illegal or improper acts of the Borrower or any other guarantor, (n) any defense of usury or similar laws or principles of equity, (o) any of the Obligations being invalidated, or (p) any defense, set-off, recoupment or counterclaim which may be asserted by the Borrower; provided that the specific enumeration of the foregoing acts, failures and omissions shall not be deemed to exclude any others not specifically mentioned, it being intended this Guaranty be absolute and unconditional in all respects. 6. Waiver. The Guarantor unconditionally waives: (a) notice of any of the matters referred to in the preceding Sections hereof; (b) all notices which may be required by statute, rule of law or otherwise to preserve any rights of the Bank against the Guarantor, including, without limitation, notice of acceptance hereof, or the making of financial accommodations pursuant to the Master Agreement or the other Swap Documents; (c) notice of any other credit or loans or financial accommodations granted to the Borrower by the Bank or of any other additional transactions entered into by the Bank and the Borrower; (d) notice of any payment to the Bank of any of the Obligations; (e) any requirement of diligence in collection on the part of the Bank; and (f) any and all other notices, demands and defenses, whatsoever, with respect to the Master Agreement, the Swap Documents, the Obligations and this Guaranty. Docusign Envelope ID: 3865BFCA-A3D3-48D0-A045-081E2FD6CDDC


 
7. Representations, Warranties and Covenants. To induce the Bank to enter into the Swap Transactions, the Guarantor hereby represents, warrants and covenants to the Bank that: (a) the execution, delivery and performance of this Guaranty has been duly authorized by all necessary action on the part of the Guarantor, and the Guarantor has all necessary power and authority to enter into this Guaranty; (b) this Guaranty is the valid, legal, binding obligation of the Guarantor, enforceable against the Guarantor in accordance with its terms except as may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or limiting creditors’ rights generally or by equitable principles relating to enforceability; (c) as of the date of the execution of this Guaranty, and is deemed to represent on each day that Borrower enters into a Swap Transaction, that it is an “eligible contract participant” as defined in the Commodity Exchange Act.; and (d) as of the date of this Guaranty, (i) the Guarantor is meeting all of the Guarantor's current liabilities as they mature except to the extent contested in good faith by appropriate proceedings for which appropriate reserves have been established; (ii) all financial statements of the Guarantor furnished to the Bank are true and correct in all material respects, have been prepared in accordance with generally accepted accounting principles consistently applied, and include in the footnotes thereto with respect to fiscal year-end financial statements all contingent liabilities of the Guarantor to the extent required to be set forth therein in accordance with generally accepted accounting principles; and (iii) the Guarantor is not in default or claimed to be in default under any agreement for borrowed money or, if any default or violation exists, it is an immaterial default or violation and the failure to cure such default or violation would not result in a material adverse change in the financial condition of the Guarantor. The Guarantor shall promptly give the Bank written notice of any material adverse change in the Guarantor's financial condition, including but not limited to litigation commenced, tax liens filed, default claimed under the Guarantor's indebtedness for borrowed money or bankruptcy proceedings commenced against the Guarantor. 8. Security. To secure the Obligations and payment under this Guaranty, the Guarantor hereby grants to the Bank a security interest in all property in which the Guarantor has an ownership interest which is now or hereafter in the possession of the Bank. The Guarantor hereby grants to the Bank a security interest in any account that the Guarantor maintains with the Bank and authorizes the Bank, without further notice, to charge any such account for the amount of Obligations due under this Guaranty. Payment and performance of the Obligations and this Guaranty are also secured by any and all now or hereafter existing security agreements, mortgages, pledge agreements, assignments and other security instruments now or hereafter executed in favor of the Bank to secure the obligations of the Guarantor to the Bank. 9. Continuing Liability. This Guaranty is intended to and shall be a continuing guaranty and shall not be revoked by death, dissolution, merger, or consolidation of any person. The Guarantor waives the benefit of any statute of limitations which might otherwise be available to it with respect to the Obligations or any rights of the Bank hereunder. If for any reason the obligations of the Guarantor hereunder are held by a court of competent jurisdiction to be unenforceable in whole or in part, the obligation of the Guarantor shall remain in effect and be enforced to the fullest extent consistent with such ruling. 10. Return of Payments by the Bank. If at any time all or any part of any payment which is received by the Bank from the Guarantor or on behalf of the Borrower is or must be rescinded or returned by the Bank to the Guarantor or any trustee, receiver, creditor or other party Docusign Envelope ID: 3865BFCA-A3D3-48D0-A045-081E2FD6CDDC


 
pursuant to applicable law for any reason whatsoever (including, without limitation, the insolvency, bankruptcy or reorganization of the Borrower), such payment shall, for the purposes of this Guaranty, be deemed to have continued in existence, notwithstanding such receipt by the Bank, and this Guaranty shall continue to be effective or be reinstated, as the case may be, as to such payment, all as though such original payment had not been received by the Bank. 11. Creditworthiness. The Guarantor has independently investigated the creditworthiness of the Borrower and is not relying on any statement of the Bank in executing and delivering this Guaranty. The Guarantor has made its own independent evaluation of the risks and merits of the business venture out of which the Obligations arise without any reliance upon the Bank, and the Guarantor shall continue to independently investigate the creditworthiness of the Borrower while this Guaranty is in effect. 12. Governing Law; Submission to Jurisdiction. This Guaranty shall be governed by the internal laws of the State of New York. The parties hereto acknowledge that this Guaranty was negotiated with the assistance of counsel and, accordingly, such laws shall be applied without reference to any rules of construction regarding the draftsman hereof. The Bank may enforce any claim arising out of this Guaranty in any state or federal court having subject matter jurisdiction and located in New York, New York, and the Guarantor hereby irrevocably submits to the jurisdiction of such courts. The Guarantor irrevocably consents to the service of process out of said courts by mailing a copy thereof, by registered mail, postage prepaid, to the Guarantor and agrees that such service, to the fullest extent permitted by law (a) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding, and (b) shall be taken and held to be valid personal service upon personal delivery to it. Nothing herein contained shall affect the right of the Bank to serve process in any other manner permitted by law or preclude the Bank from bringing an action or proceeding in respect hereof in any other country, state or place having jurisdiction over such action. The Guarantor hereby irrevocably waives, to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any court located in New York, New York and any claim that any such suit, action or proceeding brought in such a court has been brought in an inconvenient forum. 13. WAIVER OF JURY TRIAL. EACH PARTY HERETO KNOWINGLY, VOLUNTARILY AND WITHOUT COERCION, WAIVES ALL RIGHTS TO A TRIAL BY JURY OF ALL DISPUTES ARISING OUT OF OR IN RELATION TO (A) THIS GUARANTY, OR UNDER ANY AMENDMENT, INSTRUMENT, DOCUMENT OR AGREEMENT DELIVERED OR WHICH MAY IN THE FUTURE BE DELIVERED IN CONNECTION THEREWITH, (B) ARISING FROM ANY RELATIONSHIP EXISTING IN CONNECTION WITH THIS GUARANTY, OR (C) ANY ACT, CONDUCT OR OMISSION IN CONNECTION WITH THIS GUARANTY OR ANY RELATIONSHIP CREATED THEREBY, AND AGREES THAT ANY SUCH ACTION OR PROCEEDING SHALL BE TRIED BEFORE A COURT AND NOT BEFORE A JURY. 14. Successors; Construction and Effect. This Guaranty shall be binding upon the Guarantor and its successors and assigns and shall inure to the benefit of and be enforceable by the Bank and its successors and assigns. The Guarantor acknowledges the Bank’s acceptance of this Guaranty and reliance thereon. The terms of this Guaranty cannot be waived, altered, Docusign Envelope ID: 3865BFCA-A3D3-48D0-A045-081E2FD6CDDC


 
rescinded or otherwise amended except by a written document to which each of the Bank and the Guarantor is a signatory and which expressly contains such waiver, alteration, rescission or other amendment. This Guaranty constitutes the entire agreement of the Guarantor and Bank with respect to the subject matter hereof, and, as to the Obligations only (and not with respect to any other debts, obligations or liabilities between the Borrower, Guarantor and Bank) supersedes all previous understandings and agreements between the Guarantor and Bank. 15. Eligible Contract Participant Savings Clause. Notwithstanding anything herein to the contrary, the obligations of a Guarantor hereunder shall not include any obligation to pay or perform the obligations of any Borrower under any agreement, contract or transaction that constitutes a “swap” within the meaning of Section 1a(47) of the Commodity Exchange Act (7 U.S.C. §1, et seq., as amended from time to time, and any successor statute) if and only to the extent that the guarantee by such Guarantor of, or the grant by such Guarantor of a security interest to secure, such obligation is or becomes illegal under the Commodity Exchange Act or any rule, regulation or order of the Commodity Futures Trading Commission (or the application or official interpretation thereof), including by virtue of such Guarantor’s failure for any reason to constitute an “eligible contract participant” as defined in the Commodity Exchange Act and the regulations thereunder at the time the guarantee by such Guarantor or the grant of such security interest becomes effective with respect to such obligation. 16. Joint and Several Obligations; Keepwell. (a) If there is more than one Guarantor hereunder, the representations, warranties, covenants, agreements, debts, liabilities and obligations of each Guarantor are joint and several, regardless of whether any express reference to the joint and several nature of such obligations is contained herein, and each reference herein to the “Guarantor” shall be deemed to be a reference to all Guarantors. (b) Each Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Guarantor to honor all of its obligations under this Guaranty in respect of all Swap Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 16 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 16, or otherwise under this Guaranty, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section shall remain in full force and effect until all Obligations are paid and discharged in full. Each Qualified ECP Guarantor intends that this Section 16 constitute, and this Section 16 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Guarantor for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act. Notwithstanding anything herein to the contrary, if a Guarantor or a Swap Counterparty makes a written representation to the Bank in connection with a Guaranty, a swap, or any master agreement governing a swap to the effect that Guarantor is or will be an “eligible contract participant” as defined in the Commodity Exchange Act on the date the Guaranty becomes effective with respect to such swap (this date shall be the date of the execution of the swap if the corresponding Guaranty is then in effect, and otherwise it shall be the date of execution and delivery of such Guaranty unless the Guaranty specifies a subsequent effective date), and such representation proves to have been incorrect when made or deemed to have been made, the Bank reserves all of its contractual Docusign Envelope ID: 3865BFCA-A3D3-48D0-A045-081E2FD6CDDC


 
and other rights and remedies, at law or in equity, including (to the extent permitted by applicable law) the right to claim, and pursue a separate cause of action, for damages as a result of such misrepresentation, provided that such Guarantor’s liability for such damages shall not exceed the amount of the Excluded Swap Obligations with respect to such swap. This Guaranty may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed and delivered will be deemed to be an original and all of which taken together will constitute one instrument. This Guaranty has been executed as of the day and year first written above. AIR T, INC., a Delaware corporation By: Name: Mark Jundt Title: Secretary Docusign Envelope ID: 3865BFCA-A3D3-48D0-A045-081E2FD6CDDC