8.	Financing Arrangements

As of

June 30, 2017,

the Company had a senior secured revolving credit facility of

$25.0

million (the “Revolving Credit Facility”). The Revolving Credit Facility includes a sublimit for issuances of letters of credit of up to

$500,000.

Under the Revolving Credit Facility,

Air T and its subsidiaries, Mountain Air Cargo, Inc., Global Ground Support, LLC, CSA Air, Inc., Global Aviation Services, LLC, Air T Global Leasing, LLC, Stratus Aero Partners, LLC, Jet Yard, LLC, AirCo, LLC and AirCo Services, LLC are permitted to make borrowings. Borrowings under the Revolving Credit Facility bear interest (payable monthly) at an annual rate of

one

-month LIBOR plus an incremental amount ranging from

1.50%

2.00%

based on a consolidated leverage ratio. In addition, a commitment fee accrues with respect to the unused amount of the Revolving Credit Facility at an annual rate of

0.15%.

The Company includes commitment fee expense within the interest expense and other line item of the accompanying condensed consolidated statements of income. Amounts applied to repay borrowings under the Revolving Credit Facility

may

be reborrowed, subject to the terms of the facility. The Revolving Credit Facility matures on

April 1, 2019.

May 2, 2017,

the Company and the above-listed subsidiaries entered into an amendment to the agreement governing the

Company’s

$25.0

million Revolving Credit Facility to establish a separate

$2.4

million term loan facility under that agreement (the “Term Loan”). Each of the Company and such subsidiaries are obligors with respect to the Term Loan, which matures on

May 1, 2018,

with equal

$200,000

installments of principal due monthly, commencing

June 1, 2017.

Interest on the Term Loan is payable monthly at a per annum rate equal to

basis points above the interest rate applicable to the Revolving Credit Facility. The proceeds of the Term Loan were used to fund the acquisition of the AirCo business. The Term Loan is secured by the existing collateral securing borrowings under the Revolving Credit Facility, including such acquired assets. The amendment also provided that the consolidated asset coverage ratio covenant will

not

be measured for the fiscal quarter ended

June 30, 2017

and the fiscal quarters ending

September 30, 2017

and

December 31, 2017.

Pursuant to a Fifth Amendment and Waiver Agreement effective as of

June 28, 2017

among the Company and the above-listed subsidiaries and the lender under the Revolving Credit Facility, the agreement governing the Revolving Credit Facility was amended to provide that the interest rates on the revolving loans and Term Loan made under the Revolving Credit Facility were each increased by an additional

0.25%

per annum from the date of the amendment until the

second

business day after delivery of a compliance certificate for the quarter ending

March 31, 2017

or any subsequent fiscal quarter end showing compliance with the financial covenants required under the Revolving Credit Facility, other than with respect to covenants as to which compliance had been waived.

August 3, 2017,

the Company and the above listed subsidiaries entered into an amendment (the

“2017

Amendment”) with the lender under the Revolving Credit Facility to amend the Credit Agreement (as amended, the “Credit Agreement”) governing the Revolving Credit Facility. The

2017

Amendment modified the Credit Agreement to

not

require that

2587493

Ontario, Inc., a wholly-owned subsidiary of the Company, be joined as borrower under the Credit Agreement, to permit the limited guaranty of certain lease obligations of

2587493

Ontario, Inc., to revise certain covenants to address the treatment of

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Ontario, Inc., to waive the existing default arising from the Company’s failure to deliver audited financial statements within

one hundred twenty

days after its

March 31, 2017

fiscal year end, and to effect conforming and other changes. For additional discussion of the

2017

Amendment, see Note

14.

August 29, 2017,

the Company and the above-listed subsidiaries entered into a Sixth Amendment and Waiver Agreement effective as of

August 29, 2017 (

the “Sixth Amendment”) with the lender under the Revolving Credit Facility. The Sixth Amendment amended the Credit Agreement to extend the maturity of the Revolving Credit Facility from

April 1, 2018

April 1, 2019,

to adjust the definition of “Consolidated EBITDA” to exclude from the calculation of Consolidated EBITDA, during the period from

January 1, 2016

through

June 30, 2017,

any unrealized gains or losses attributable to the ownership of equity interests in Insignia Systems, Inc., and to waive the default arising under the Credit Agreement from the failure of the Company to deliver (i) consolidated financial statements for the fiscal quarter that ended

June 30, 2017

within the time period required under the Credit Agreement and (ii) the covenant compliance certificates for the fiscal quarters that ended

March 31, 2017

and

June 30, 2017

within the time periods required under the Credit Agreement. For additional discussion of the Sixth Amendment, see Note

14.

Pursuant to a Seventh Amendment and Waiver Agreement effective as of

October 6, 2017 (

the “Seventh Amendment”) among Air T, the above-listed subsidiaries and the lender under the Revolving Credit Facility, the lender waived the requirement that a newly formed limited purpose subsidiary of the Company join the agreement governing the Revolving Credit Facility as a borrower and, in connection with the restatement of the Company

’s consolidated financial statements for certain periods within the fiscal year ended

March 31, 2017,

the lender also waived compliance with the minimum tangible net worth covenant under the Revolving Credit Facility at the

December 31, 2016

and

March 31, 2017

measurement dates.

Borrowings under the Revolving Credit Facility, together with hedging obligations, if any, owing to the lender under the Revolving Credit Facility or any affiliate of such lender, are secured by a

first

-priority security interest in substantially all assets of the Company and the other borrowers (including, without limitation, accounts receivable, equipment, inventory and other goods, intellectual property, contract rights and other general intangibles, cash, deposit accounts, equity interests in subsidiaries and joint ventures, investment property, documents and instruments, and proceeds of the foregoing), but excluding interests in real property

The agreement governing the Revolving Credit Facility contains affirmative and negative covenants, including covenants that restrict the ability of the Company and the other borrowers to, among other things, incur or guarantee indebtedness, incur liens, dispose of assets, engage in mergers and consolidations, make acquisitions or other investments, make changes in the nature of their business, enter into certain operating leases, and make certain capital expenditures. The credit agreement governing the Revolving Credit Facility also contains financial covenants, including a minimum consolidated tangible net worth of

$18.0

million plus, on a cumulative basis and commencing with the fiscal year ended

March 31, 2017,

50%

of consolidated net income for the fiscal year then ended, a minimum consolidated fixed charge coverage ratio of

1.35

1.0,

a minimum consolidated asset coverage ratio of

1.50

1.0

for the quarter ended

March 31, 2017

and

1.75

1.0

thereafter (though the consolidated asset coverage ratio is

not

to be tested under the agreement governing the Revolving Credit Facility for the quarters ending

June 30, 2017,

September 30, 2017

and

December 31, 2017),

a maximum consolidated leverage ratio of

3.5

1.0,

and a covenant limiting the aggregate amount of assets the Company and its subsidiaries lease, or hold for leasing, to others to

more than

$5,000,000

at any time. The Company was

not

in compliance with the maximum consolidated leverage ratio covenant as of the

March 31, 2017,

December 31, 2016

and

September 30

2016

measurement dates and was

not

in compliance with the minimum tangible net worth covenant at the

December 31, 2016

and

March 31, 2017

measurement dates. The lender has waived compliance with these covenants as of these measurement dates and agreed that the maximum consolidated leverage ratio covenant was

not

to be tested at the

June 30, 2017

measurement date. Had the maximum consolidated leverage ratio covenant been tested at

June 30, 2017

measurement date, the Company would have been in compliance. The agreement governing the Revolving Credit Facility contains events of default including, without limitation, nonpayment of principal, interest or other obligations, violation of covenants, misrepresentation, cross-default to other debt, bankruptcy and other insolvency events, judgments, certain ERISA events, certain changes of control of the Company, termination of, or modification to materially reduce the scope of the services required to be provided under, certain agreements with FedEx, and the occurrence of a material adverse effect upon the Company and the other borrowers as a whole. The Company is exposed to changes in interest rates on its prior line of credit and its current revolving credit facility. If the LIBOR interest rate had been increased by

one

percentage point, based on the weighted average balance outstanding for the year, the change in annual interest expense would have been negligible.

As of

June 30, 2017,

the Company had outstanding borrowings under the Revolving Credit Facility of

approximately

$19.8

million compared to outstanding borrowings of approximately

$17.9

million as of

March 31, 2017.

These balances are classified within long-term liabilities on the accompanying condensed consolidated balance sheets.

June 30, 2017,

the annual interest rate applicable to borrowings under the Revolving Credit Facility was

one

-month “LIBOR” rate plus

225

basis points. The

one

-month LIBOR rate at

June 30, 2017

was approximately

1.22%.

Except as indicated above, the Company was in compliance with all covenants under this credit facility at

June 30, 2017.

May 5, 2017,

Contrail Aviation Support, LLC (“Contrail”), a partially owned subsidiary of the Company, entered into a Business Loan Agreement (the “Loan Agreement”) with Old National Bank. The Loan Agreement provides for revolving credit borrowings by Contrail in an amount up to

$15,000,000

and replaces the revolving credit facility that Contrail had entered into with BMO Harris Bank N.A on

July 18, 2016.

Borrowings under the Loan Agreement will bear interest at an annual rate equal to

one

-month LIBOR plus

3.00%.

June 30, 2017,

$57,000

of aggregate borrowing were outstanding under the loan agreement and

$14.9

million was available for borrowing.

The obligations of Contrail under the Loan Agreement are secured by a

first

-priority security interest in substantially all of the assets of Contrail and are also guaranteed by the Company, with such guaranty limited in amount to a maximum of

$1,600,000

plus interest on such amount at the rate of interest in effect under the Loan Agreement, plus costs of collection.

The Loan Agreement contains affirmative and negative covenants, including covenants that restrict Contrail

’s ability to make acquisitions or investments, make certain changes to its capital structure, and engage in any business substantially different than it presently conducts. The Loan Agreement also contains financial covenants applicable to Contrail, including maintenance of a Cash Flow Coverage Ratio of

2.0

1.0,

a Tangible Net Worth of

not

less than

$3,500,000,

and a Debt Service Coverage Ratio of

1.1

1.0,

as such terms are defined in the Loan Agreement.

The Loan Agreement contains Events of Default, as defined, including, without limitation, nonpayment of principal, interest or other obligations, violation of covenants, if both Contrail

’s current chief executive officer and chief financial officer cease to oversee day-to-day operations of Contrail, cross-default to other debt, bankruptcy and other insolvency events, actual or asserted invalidity of loan documentation, or material adverse changes in Contrail’s financial condition. At

June 30, 2017,

Contrail was in compliance with these covenants.

October 31, 2016,

Air T

and its subsidiaries, Mountain Air Cargo, Inc., Global Ground Support, LLC, CSA Air, Inc., Global Aviation Services, LLC, Air T Global Leasing, LLC, Jet Yard, LLC and Stratus Aero Partners, LLC, entered into a Loan Agreement dated as of

October 31, 2016, (

the “Construction Loan Agreement”) with the lender to borrow up to

$1,480,000

to finance the acquisition and development of the Company’s new corporate headquarters facility located in Denver, North Carolina. Under the Construction Loan Agreement, the Company was permitted to make monthly drawings to fund construction costs until

October 2017.

Borrowings under the Construction Loan Agreement bear interest at the same rate charged under the Revolving Credit Facility. Monthly interest payments began in

November 2016.

Monthly principal payments (based on a

-year amortization schedule) are to commence in

November 2017,

with the final payment of the remaining principal balance due in

October 2026.

Borrowings under the Construction Loan Agreement are secured by a mortgage on the new headquarters facility and a collateral assignment of the Company’s rights in life insurance policies with respect to certain former executives, as well as the same collateral securing borrowings under the Revolving Credit Facility. At

June 30, 2017,

outstanding borrowings under the Construction Loan were

$1,099,000.

The Company assumes various financial obligations and commitments in the normal course of its operations and financing activities. Financial obligations are considered to represent known future cash payments that the Company is required to make under existing contractual arrangements suc

h as debt and lease agreements.